BYLAWS
OF
DIONEX CORPORATION
(as amended through January 21, 1999)

BYLAWS
OF
DIONEX CORPORATION
(A Delaware Corporation)
ARTICLE I

OFFICES
Section 1. Registered Office.  The registered office of the 
corporation in the State of Delaware shall be in the City of 
Dover, County of Kent.  (Del. Code Ann., tit. 8,  131)
Section 2. Other Offices.  The corporation shall also have 
and maintain an office or principal place of business at such 
place as may be fixed by the Board of Directors, and may also 
have offices at such other places, both within and without the 
State of Delaware as the Board of Directors may from time to time 
determine or the business of the corporation may require.  (Del. 
Code Ann., tit. 8,  122(8))
ARTICLE II

CORPORATE SEAL
Section 3. Corporate Seal.  The corporate seal shall consist 
of a die bearing the name of the corporation and the inscription, 
"Corporate Seal-Delaware."  Said seal may be used by causing it 
or a facsimile thereof to be impressed or affixed or reproduced 
or otherwise.  (Del. Code Ann., tit. 8,  122(3))
ARTICLE III

STOCKHOLDERS' MEETINGS
Section 4. Place of Meetings.  Meetings of the stockholders 
of the corporation shall be held at such place, either within or 
without the State of Delaware, as may be designated from time to 
time by the Board of Directors, or, if not so designated, then at 
the office of the corporation required to be maintained pursuant 
to Section 2 hereof.  (Del. Code Ann., tit. 8,  211(a))
Section 5. Annual Meetings.  
(a) The annual meeting of the stockholders of the 
corporation for the purpose of electing Directors and for such 
other business as may lawfully come before it shall be held on 
such date and at such time as may be designated from time to time 
by the Board of Directors.  (Del. Code Ann., tit. 8,  211(b))  
Nominations of persons for election to the Board of Directors of 
the corporation and the proposal of business to be considered by 
the stockholders at an annual meeting of stockholders may be 
made:  (1) pursuant to the corporation's notice of meeting of 
stockholders; (2) by or at the direction of the Board of 
Directors; or (3) by any stockholder of the corporation who was a 
stockholder of record at the time of giving of notice provided 
for in the following paragraph, who is entitled to vote at the 
meeting and who complied with the notice procedures set forth in 
this Section 5.  (Del. Code Ann., tit. 8,  211(b)).
(b) At an annual meeting of the stockholders, only 
such business shall be conducted as shall have been properly 
brought before the meeting.  For nominations or other business to 
be properly brought before an annual meeting by a stockholder 
pursuant to clause (3) of Section 5(a) of these Bylaws, (1) the 
stockholder must have given timely notice thereof in writing to 
the Secretary of the corporation, (2) such other business must be 
a proper matter for stockholder action under the General 
Corporation Law of Delaware, (3) if the stockholder, or the 
beneficial owner on whose behalf any such proposal or nomination 
is made, has provided the corporation with a Solicitation Notice 
(as defined in this Section 5(b)), such stockholder or beneficial 
owner must, in the case of a proposal, have delivered a proxy 
statement and form of proxy to holders of at least the percentage 
of the corporation's voting shares required under applicable law 
to carry any such proposal, or, in the case of a nomination or 
nominations, have delivered a proxy statement and form of proxy 
to holders of a percentage of the corporation's voting shares 
reasonably believed by such stockholder or beneficial owner to be 
sufficient to elect the nominee or nominees proposed to be 
nominated by such stockholder, and must, in either case, have 
included in such materials the Solicitation Notice, and (4) if no 
Solicitation Notice relating thereto has been timely provided 
pursuant to this section, the stockholder or beneficial owner 
proposing such business or nomination must not have solicited a 
number of proxies sufficient to have required the delivery of 
such a Solicitation Notice under this Section 5.  To be timely, a 
stockholder's notice shall be delivered to the Secretary at the 
principal executive offices of the Corporation not later than the 
close of business on the ninetieth (90th) day nor earlier than 
the close of business on the one hundred twentieth (120th) day 
prior to the first anniversary of the preceding year's annual 
meeting; provided, however, that in the event that the date of 
the annual meeting is advanced more than thirty (30) days prior 
to or delayed by more than thirty (30) days after the anniversary 
of the preceding year's annual meeting, notice by the stockholder 
to be timely must be so delivered not earlier than the close of 
business on the one hundred twentieth (120th) day prior to such 
annual meeting and not later than the close of business on the 
later of the ninetieth (90th) day prior to such annual meeting 
or the tenth (10th) day following the day on which public 
announcement of the date of such meeting is first made.  In no 
event shall the public announcement of an adjournment of an 
annual meeting commence a new time period for the giving of a 
stockholder's notice as described above.  Such stockholder's 
notice shall set forth:  (A) as to each person whom the 
stockholder proposes to nominate for election or reelection as a 
director all information relating to such person that is required 
to be disclosed in solicitations of proxies for election of 
directors in an election contest, or is otherwise required, in 
each case pursuant to Regulation 14A under the Securities 
Exchange Act of 1934, as amended (the "1934 Act") and Rule 14a-
11 thereunder (including such person's written consent to being 
named in the proxy statement as a nominee and to serving as a 
director if elected); (B) as to any other business that the 
stockholder proposes to bring before the meeting, a brief 
description of the business desired to be brought before the 
meeting, the reasons for conducting such business at the meeting 
and any material interest in such business of such stockholder 
and the beneficial owner, if any, on whose behalf the proposal is 
made; and (C) as to the stockholder giving the notice and the 
beneficial owner, if any, on whose behalf the nomination or 
proposal is made (i) the name and address of such stockholder, as 
they appear on the corporation's books, and of such beneficial 
owner, (ii) the class and number of shares of the corporation 
which are owned beneficially and of record by such stockholder 
and such beneficial owner, and (iii) whether either such 
stockholder or beneficial owner intends to deliver a proxy 
statement and form of proxy to holders of, in the case of a 
proposal, at least the percentage of the corporation's voting 
shares required under applicable law to carry the proposal or, in 
the case of a nomination or nominations, a sufficient number of 
holders of the corporation's voting shares to elect such nominee 
or nominees (an affirmative statement of such intent, a 
"Solicitation Notice").
(c) Notwithstanding anything in the second sentence of 
Section 5(b) of these Bylaws to the contrary, in the event that 
the number of directors to be elected to the Board of Directors 
of the Corporation is increased and there is no public 
announcement naming all of the nominees for director or 
specifying the size of the increased Board of Directors made by 
the corporation at least one hundred (100) days prior to the 
first anniversary of the preceding year's annual meeting, a 
stockholder's notice required by this Section 5 shall also be 
considered timely, but only with respect to nominees for any new 
positions created by such increase, if it shall be delivered to 
the Secretary at the principal executive offices of the 
corporation not later than the close of business on the tenth 
(10th) day following the day on which such public announcement 
is first made by the corporation.
(d) Only such persons who are nominated in accordance 
with the procedures set forth in this Section 5 shall be eligible 
to serve as directors and only such business shall be conducted 
at a meeting of stockholders as shall have been brought before 
the meeting in accordance with the procedures set forth in this 
Section 5.  Except as otherwise provided by law, the Chairman of 
the meeting shall have the power and duty to determine whether a 
nomination or any business proposed to be brought before the 
meeting was made, or proposed, as the case may be, in accordance 
with the procedures set forth in these Bylaws and, if any 
proposed nomination or business is not in compliance with these 
Bylaws, to declare that such defective proposal or nomination 
shall not be presented for stockholder action at the meeting and 
shall be disregarded.
(e) Notwithstanding the foregoing provisions of this 
Section 5, in order to include information with respect to a 
stockholder proposal in the proxy statement and form of proxy for 
a stockholder's meeting, stockholders must provide notice as 
required by the regulations promulgated under the 1934 Act.  
Nothing in these Bylaws shall be deemed to affect any rights of 
stockholders to request inclusion of proposals in the corporation 
proxy statement pursuant to Rule 14a-8 under the 1934 Act.
(f) For purposes of this Section 5, "public 
announcement" shall mean disclosure in a press release reported 
by the Dow Jones News Service, Associated Press or comparable 
national news service or in a document publicly filed by the 
corporation with the Securities and Exchange Commission pursuant 
to Section 13, 14 or 15(d) of the 1934 Act.
Section 6. Special Meetings.
(a) Special meetings of the stockholders of the 
corporation may be called, for any purpose or purposes, by 
(i) the Chairman of the Board of Directors, (ii) the Chief 
Executive Officer, or (iii) the Board of Directors pursuant to a 
resolution adopted by a majority of the total number of 
authorized directors (whether or not there exist any vacancies in 
previously authorized directorships at the time any such 
resolution is presented to the Board of Directors for adoption), 
and shall be held at such place, on such date, and at such time 
as the Board of Directors shall fix. 
(b) If a special meeting is properly called by any 
person or persons other than the Board of Directors, the request 
shall be in writing, specifying the general nature of the 
business proposed to be transacted, and shall be delivered 
personally or sent by registered mail or by telegraphic or other 
facsimile transmission to the Chairman of the Board of Directors, 
the Chief Executive Officer, or the Secretary of the corporation.  
No business may be transacted at such special meeting otherwise 
than specified in such notice.  The Board of Directors shall 
determine the time and place of such special meeting, which shall 
be held not less than thirty-five (35) nor more than one hundred 
twenty (120) days after the date of the receipt of the request.  
Upon determination of the time and place of the meeting, the 
officer receiving the request shall cause notice to be given to 
the stockholders entitled to vote, in accordance with the 
provisions of Section 7 of these Bylaws.  If the notice is not 
given within one hundred (100) days after the receipt of the 
request, the person or persons properly requesting the meeting 
may set the time and place of the meeting and give the notice.  
Nothing contained in this paragraph (b) shall be construed as 
limiting, fixing, or affecting the time when a meeting of 
stockholders called by action of the Board of Directors may be 
held.
(c) Nominations of persons for election to the Board 
of Directors may be made at a special meeting of stockholders at 
which directors are to be elected pursuant to the corporation's 
notice of meeting (i) by or at the direction of the Board of 
Directors or (ii) by any stockholder of the corporation who is a 
stockholder of record at the time of giving notice provided for 
in these Bylaws who shall be entitled to vote at the meeting and 
who complies with the notice procedures set forth in this 
Section 6(c).  In the event the corporation calls a special 
meeting of stockholders for the purpose of electing one or more 
directors to the Board of Directors, any such stockholder may 
nominate a person or persons (as the case may be), for election 
to such position(s) as specified in the corporation's notice of 
meeting, if the stockholder's notice required by Section 5(b) of 
these Bylaws shall be delivered to the Secretary at the principal 
executive offices of the corporation not earlier than the close 
of business on the one hundred twentieth (120th) day prior to 
such special meeting and not later than the close of business on 
the later of the ninetieth (90th) day prior to such meeting or 
the tenth (10th) day following the day on which public 
announcement is first made of the date of the special meeting and 
of the nominees proposed by the Board of Directors to be elected 
at such meeting.  In no event shall the public announcement of an 
adjournment of a special meeting commence a new time period for 
the giving of a stockholder's notice as described above.
Section 7. Notice of Meetings.  Except as otherwise provided 
by law or the Certificate of Incorporation, written notice of 
each meeting of stockholders shall be given not less than ten 
(10) nor more than sixty (60) days before the date of the meeting 
to each stockholder entitled to vote at such meeting, such notice 
to specify the place, date and hour and purpose or purposes of 
the meeting.  Notice of the time, place and purpose of any 
meeting of stockholders may be waived in writing, signed by the 
person entitled to notice thereof, either before or after such 
meeting, and will be waived by any stockholder by his attendance 
thereat in person or by proxy, except when the stockholder 
attends a meeting for the express purpose of objecting, at the 
beginning of the meeting, to the transaction of any business 
because the meeting is not lawfully called or convened.  Any 
stockholder so waiving notice of such meeting shall be bound by 
the proceedings of any such meeting in all respects as if due 
notice thereof had been given.  (Del. Code Ann., tit. 8,  222, 
229)
Section 8. Quorum.  At all meetings of stockholders, except 
where otherwise provided by statute or by the Certificate of 
Incorporation, or by these Bylaws, the presence, in person or by 
proxy duly authorized, of the holders of a majority of the 
outstanding shares of stock entitled to vote shall constitute a 
quorum for the transaction of business.  In the absence of a 
quorum, any meeting of stockholders may be adjourned, from time 
to time, either by the chairman of the meeting or by vote of the 
holders of a majority of the shares represented thereat, but no 
other business shall be transacted at such meeting.  The 
stockholders present at a duly called or convened meeting, at 
which a quorum is present, may continue to transact business 
until adjournment, notwithstanding the withdrawal of enough 
stockholders to leave less than a quorum.  Except as otherwise 
provided by statute, the Certificate of Incorporation or these 
Bylaws, in all matters other than the election of directors, the 
affirmative vote of the majority of shares present in person or 
represented by proxy at the meeting and entitled to vote on the 
subject matter shall be the act of the stockholders.  Except as 
otherwise provided by statute, the Certificate of Incorporation 
or these Bylaws, directors shall be elected by a plurality of the 
votes of the shares present in person or represented by proxy at 
the meeting and entitled to vote on the election of directors.  
Where a separate vote by a class or classes or series is 
required, except where otherwise provided by the statute or by 
the Certificate of Incorporation or these Bylaws, a majority of 
the outstanding shares of such class or classes or series, 
present in person or represented by proxy, shall constitute a 
quorum entitled to take action with respect to that vote on that 
matter and, except where otherwise provided by the statute or by 
the Certificate of Incorporation or these Bylaws, the affirmative 
vote of the majority (plurality, in the case of the election of 
directors) of the votes cast by the holders of shares of such 
class or classes or series shall be the act of such class or 
classes or series.  (Del. Code Ann., tit. 8,  216)
Section 9. Adjournment and Notice of Adjourned Meetings.  Any 
meeting of stockholders, whether annual or special, may be 
adjourned from time to time either by the chairman of the meeting 
or by the vote of a majority of the shares casting votes.  When a 
meeting is adjourned to another time or place, notice need not be 
given of the adjourned meeting if the time and place thereof are 
announced at the meeting at which the adjournment is taken.  At 
the adjourned meeting the corporation may transact any business 
which might have been transacted at the original meeting.  If the 
adjournment is for more than thirty (30) days, or if after the 
adjournment a new record date is fixed for the adjourned meeting, 
a notice of the adjourned meeting shall be given to each 
stockholder of record entitled to vote at the meeting.  (Del. 
Code Ann., tit. 8,  222(c))
Section 10. Voting Rights.  For the purpose of determining 
those stockholders entitled to vote at any meeting of the 
stockholders, except as otherwise provided by law, only persons 
in whose names shares stand on the stock records of the 
corporation on the record date, as provided in Section 12 of 
these Bylaws, shall be entitled to vote at any meeting of 
stockholders.  Every person entitled to vote shall have the right 
to do so either in person or by an agent or agents authorized by 
a proxy granted in accordance with Delaware law.  An agent so 
appointed need not be a stockholder.  No proxy shall be voted 
after three (3) years from its date of creation unless the proxy 
provides for a longer period.  (Del. Code Ann., tit. 8, 
 211(e), 212(b))
Section 11. Joint Owners of Stock.  If shares or other 
securities having voting power stand of record in the names of 
two (2) or more persons, whether fiduciaries, members of a 
partnership, joint tenants, tenants in common, tenants by the 
entirety, or otherwise, or if two (2) or more persons have the 
same fiduciary relationship respecting the same shares, unless 
the Secretary is given written notice to the contrary and is 
furnished with a copy of the instrument or order appointing them 
or creating the relationship wherein it is so provided, their 
acts with respect to voting shall have the following effect:  (a) 
if only one (1) votes, his act binds all; (b) if more than one 
(1) votes, the act of the majority so voting binds all; (c) if 
more than one (1) votes, but the vote is evenly split on any 
particular matter, each faction may vote the securities in 
question proportionally, or may apply to the Delaware Court of 
Chancery for relief as provided in the General Corporation Law of 
Delaware, Section 217(b).  If the instrument filed with the 
Secretary shows that any such tenancy is held in unequal 
interests, a majority or even-split for the purpose of this 
subsection (c) shall be a majority or even-split in interest.  
(Del. Code Ann., tit. 8,  217(b))
Section 12. List of Stockholders.  The Secretary shall prepare 
and make, at least ten (10) days before every meeting of 
stockholders, a complete list of the stockholders entitled to 
vote at said meeting, arranged in alphabetical order, 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 ordinary business hours, for a period of at least 
ten (10) days prior to the meeting, either at a place within the 
city where the meeting is to be held, which place shall be 
specified in the notice of the meeting, or, if not specified, at 
the place where the meeting is to be held.  The list shall be 
produced and kept at the time and place of meeting during the 
whole time thereof, and may be inspected by any stockholder who 
is present.  (Del. Code Ann., tit. 8,  219(a))
Section 13. No Action without Meeting.  Any action required or 
permitted to be taken by the stockholders of the corporation must 
be effected at an annual meeting or special meeting of such 
holders called in accordance with these Bylaws, and may not be 
effected by any consent in writing by such holders.  (Del. Code 
Ann., tit. 8,  228(a), (c))
Section 14. Organization.  
(a) At every meeting of stockholders, the Chairman of 
the Board of Directors, or, if a Chairman has not been appointed 
or is absent, the President, or, if the President is absent, a 
chairman of the meeting chosen by a majority in interest of the 
stockholders entitled to vote, present in person or by proxy, 
shall act as chairman.  The Secretary, or, in his absence, an 
Assistant Secretary directed to do so by the President, shall act 
as secretary of the meeting.
(b) The Board of Directors of the corporation shall be 
entitled to make such rules or regulations for the conduct of 
meetings of stockholders as it shall deem necessary, appropriate 
or convenient.  Subject to such rules and regulations of the 
Board of Directors, if any, the chairman of the meeting shall 
have the right and authority to prescribe such rules, regulations 
and procedures and to do all such acts as, in the judgment of 
such chairman, are necessary, appropriate or convenient for the 
proper conduct of the meeting, including, without limitation, 
establishing an agenda or order of business for the meeting, 
rules and procedures for maintaining order at the meeting and the 
safety of those present, limitations on participation in such 
meeting to stockholders of record of the corporation and their 
duly authorized and constituted proxies and such other persons as 
the chairman shall permit, restrictions on entry to the meeting 
after the time fixed for the commencement thereof, limitations on 
the time allotted to questions or comments by participants and 
regulation of the opening and closing of the polls for balloting 
on matters which are to be voted on by ballot.  Unless and to the 
extent determined by the Board of Directors or the chairman of 
the meeting, meetings of stockholders shall not be required to be 
held in accordance with rules of parliamentary procedure.
ARTICLE IV

DIRECTORS
Section 15. Number and Term of Office.  The number of 
Directors constituting the whole of the Board of Directors shall 
be five (5).  Except as provided in Section 17, the Directors 
shall be elected by the stockholders at their annual meeting in 
each year and shall hold office until the next annual meeting and 
until their successors shall be duly elected and qualified, or 
until their death, resignation or removal.  Directors need not be 
stockholders unless so required by the Certificate of 
Incorporation.  If for any cause, the Directors shall not have 
been elected at an annual meeting, they may be elected as soon 
thereafter as convenient at a special meeting of the stockholders 
called for that purpose in the manner provided in these Bylaws.  
(Del. Code Ann., tit. 8,  141(b), 211(b), (c))
Section 16. Powers.  The powers of the corporation shall be 
exercised, its business conducted and its property controlled by 
the Board of Directors, except as may be otherwise provided by 
statute or by the Certificate of Incorporation. (Del. Code Ann., 
tit. 8,  141(a))
Section 17. Vacancies.  Unless otherwise provided in the 
Certificate of Incorporation, vacancies and newly created 
directorships resulting from any increase in the authorized 
number of Directors may be filled by a majority of the Directors 
then in office, although less than a quorum, or by a sole 
remaining Director, and each Director so elected shall hold 
office for the unexpired portion of the term of the Director 
whose place shall be vacant and until his successor shall have 
been duly elected and qualified.  A vacancy in the Board of 
Directors shall be deemed to exist under this Section 17 in the 
case of the death, removal or resignation of any Director, or if 
the stockholders fail at any meeting of stockholders at which 
Directors are to be elected (including any meeting referred to in 
Section 20 below) to elect the number of Directors then 
constituting the whole Board of Directors.  (Del. Code Ann., 
tit. 8,  223(a), (b))
Section 18. Resignation.  Any Director may resign at any time 
by delivering his written resignation to the Secretary, such 
resignation to specify whether it will be effective at a 
particular time, upon receipt by the Secretary or at the pleasure 
of the Board of Directors.  If no such specification is made, it 
shall be deemed effective at the pleasure of the Board of 
Directors.  When one or more Directors shall resign from the 
Board of Directors, effective at a future date, a majority of the 
Directors then in office, including those who have so resigned, 
shall have power to fill such vacancy or vacancies, the vote 
thereon to take effect when such resignation or resignations 
shall become effective, and each Director so chosen shall hold 
office for the unexpired portion of the term of the Director 
whose place shall be vacated and until his successor shall have 
been duly elected and qualified.  (Del. Code Ann., tit. 8, 
 141(b), 223(d))
Section 19. Removal.  At a special meeting of stockholders 
called for the purpose in the manner hereinabove provided, the 
Board of Directors, or any individual Director, may be removed 
from office, with or without cause, and a new Director or 
Directors elected by a vote of stockholders holding a majority of 
the outstanding shares entitled to vote at an election of 
Directors; provided, however, that if less than the entire Board 
of Directors is to be removed, no Director may be removed without 
cause if the votes cast against his removal would be sufficient 
to elect him if then voted at an election of the entire Board of 
Directors.  (Del. Code Ann., tit. 8,  141(k))
Section 20. Meetings.
(a) Annual Meetings.  The annual meeting of the Board 
of Directors shall be held immediately before or after the annual 
meeting of stockholders and at the place where such meeting is 
held.  No notice of an annual meeting of the Board of Directors 
shall be necessary and such meeting shall be held for the purpose 
of electing officers and transacting such other business as may 
lawfully come before it.
(b) Regular Meetings.  Unless otherwise restricted by 
the Certificate of Incorporation, regular meetings of the Board 
of Directors may be held at any time or date and at any place 
within or without the State of Delaware which has been designated 
by the Board of Directors and publicized among all directors.  No 
formal notice shall be required for regular meetings of the Board 
of Directors.  (Del. Code Ann., tit. 8,  141(g))
(c) Special Meetings.  Unless otherwise restricted by 
the Certificate of Incorporation, special meetings of the Board 
of Directors may be held at any time and place within or without 
the State of Delaware whenever called by the President or a 
majority of the Directors.  (Del. Code Ann., tit. 8,  141(g))
(d) Telephone Meetings.  Any member of the Board of 
Directors, or of any committee thereof, may participate in a 
meeting by means of conference telephone or similar 
communications equipment by means of which all persons 
participating in the meeting can hear each other, and 
participation in a meeting by such means shall constitute 
presence in person at such meeting.  (Del. Code Ann., tit. 8, 
 141(i))
(e) Notice of Meetings. Notice of the time and place 
of all special meetings of the Board of Directors shall be orally 
or in writing, by telephone, including a voice messaging system 
or other system or technology designed to record and communicate 
messages, facsimile, telegraph or telex, or by electronic mail or 
other electronic means, during normal business hours, at least 
twenty-four (24) hours before the date and time of the meeting, 
or sent in writing to each director by first class mail, charges 
prepaid, at least three (3) days before the date of the meeting.  
Notice of any meeting may be waived in writing at any time before 
or after the meeting and will be waived by any director by 
attendance thereat, except when the director attends the meeting 
for the express purpose of objecting, at the beginning of the 
meeting, to the transaction of any business because the meeting 
is not lawfully called or convened.  (Del. Code Ann., tit. 8, 
 229)
(f) Waiver of Notice.  The transaction of all business 
at any meeting of the Board of Directors, or any committee 
thereof, however called or noticed, or wherever held, shall be as 
valid as though had at a meeting duly held after regular call and 
notice, if a quorum be present and if, either before or after the 
meeting, each of the directors not present shall sign a written 
waiver of notice, or a consent to holding such meeting, or an 
approval of the minutes thereof.   All such waivers, consents or 
approvals shall be filed with the corporate records or made a 
part of the minutes of the meeting. (Del. Code Ann., tit. 8, 
 229)
Section 21. Quorum And Voting.
(a) Unless the Certificate of Incorporation requires a 
greater number and except with respect to indemnification 
questions arising under Article XI hereof, for which a quorum 
shall be one-third of the exact number of directors fixed from 
time to time in accordance with the Certificate of Incorporation, 
a quorum of the Board of Directors shall consist of a majority of 
the exact number of directors fixed from time to time by the 
Board of Directors in accordance with the Certificate of 
Incorporation; provided, however, at any meeting whether a quorum 
be present or otherwise, a majority of the directors present may 
adjourn from time to time until the time fixed for the next 
regular meeting of the Board of Directors, without notice other 
than by announcement at the meeting.  (Del. Code Ann., tit. 8, 
 141(b))
(b) At each meeting of the Board of Directors at which 
a quorum is present, all questions and business shall be 
determined by the affirmative vote of a majority of the directors 
present, unless a different vote be required by law, the 
Certificate of Incorporation or these Bylaws.  (Del. Code Ann., 
tit. 8,  141(b))
Section 22. Action without Meeting.  Unless otherwise 
restricted by the Certificate of Incorporation or these Bylaws, 
any action required or permitted to be taken at any meeting of 
the Board of Directors or of any committee thereof may be taken 
without a meeting, if all members of the Board of Directors or 
committee, as the case may be, consent thereto in writing, and 
such writing or writings are filed with the minutes of 
proceedings of the Board of Directors or committee.  (Del. Code 
Ann., tit. 8,  141(f))
Section 23. Fees and Compensation.  Directors shall not 
receive any stated salary for their services as Directors, but by 
resolution of the Board of Directors a fixed fee may be allowed 
for attendance at each meeting and at each meeting of any 
committee of the Board of Directors.  Directors shall be 
reimbursed in full for all expenses incurred in serving the 
corporation, unless otherwise determined by the Board of 
Directors.  Nothing herein contained shall be construed to 
preclude any Director from serving the corporation in any other 
capacity as an officer, agent, employee, or otherwise and 
receiving compensation therefor.  (Del. Code Ann., tit. 8, 
 141(h))
Section 24. Committees.
(a) Executive Committee.  The Board of Directors may 
by resolution passed by a majority of the whole Board of 
Directors, appoint an Executive Committee to consist of one (1) 
or more members of the Board of Directors.  The Executive 
Committee, to the extent permitted by law and specifically 
granted by the Board of Directors, shall have and may exercise 
when the Board of Directors is not in session all powers of the 
Board of Directors in the management of the business and affairs 
of the corporation, including, without limitation, the power and 
authority to declare a dividend or to authorize the issuance of 
stock, except such committee shall not have the power or 
authority to amend the Certificate of Incorporation, to adopt an 
agreement of merger or consolidation, to recommend to the 
stockholders the sale, lease or exchange of all or substantially 
all of the corporation's property and assets, to recommend to the 
stockholders of the corporation a dissolution of the corporation 
or a revocation of a dissolution or to amend these Bylaws.  (Del. 
Code Ann., tit. 8,  141(c))
(b) Other Committees.  The Board of Directors may, by 
resolution passed by a majority of the whole Board of Directors, 
from time to time appoint such other committees as may be 
permitted by law.  Such other committees appointed by the Board 
of Directors shall consist of one (1) or more members of the 
Board of Directors, and shall have such powers and perform such 
duties as may be prescribed by the resolution or resolutions 
creating such committees, but in no event shall such committee 
have the powers denied to the Executive Committee in these 
Bylaws.  (Del. Code Ann., tit. 8,  141(c))
(c) Term.  The members of all committees of the Board 
of Directors shall serve a term coexistent with that of the Board 
of Directors which shall have appointed such committee.  The 
Board of Directors, subject to the provisions of subsections (a) 
or (b) of this Section 24, may at any time increase or decrease 
the number of members of a committee or terminate the existence 
of a committee.  The membership of a committee member shall 
terminate on the date of his death or voluntary resignation.  The 
Board of Directors may at any time for any reason remove any 
individual committee member and the Board of Directors may fill 
any committee vacancy created by death, resignation, removal or 
increase in the number of members of the committee.  The Board of 
Directors may designate one or more Directors as alternate 
members of any committee, who may replace any absent or 
disqualified member at any meeting of the committee, and, in 
addition, in the absence or disqualification of any member of a 
committee, the member or members thereof present at any meeting 
and not disqualified from voting, whether or not he or they 
constitute a quorum, may unanimously appoint another member of 
the Board of Directors to act at the meeting in the place of any 
such absent or disqualified member.  (Del. Code Ann., tit. 8, 
141(c))
(d) Meetings.  Unless the Board of Directors shall 
otherwise provide, regular meetings of the Executive Committee or 
any other committee appointed pursuant to this Section 24 shall 
be held at such times and places as are determined by the Board 
of Directors, or by any such committee, and when notice thereof 
has been given to each member of such committee, no further 
notice of such regular meetings need be given thereafter.  
Special meetings of any such committee may be held at the 
principal office of the corporation required to be maintained 
pursuant to Section 2 hereof, or at any place which has been 
designated from time to time by resolution of such committee or 
by written consent of all members thereof, and may be called by 
any Director who is a member of such committee, upon written 
notice to the members of such committee of the time and place of 
such special meeting given in the manner provided for the giving 
of written notice to members of the Board of Directors of the 
time and place of special meetings of the Board of Directors.  
Notice of any special meeting of any committee may be waived in 
writing at any time before or after the meeting and will be 
waived by any Director by attendance thereat, except when the 
Director attends such special meeting for the express purpose of 
objecting, at the beginning of the meeting, to the transaction of 
any business because the meeting is not lawfully called or 
convened.  A majority of the authorized number of members of any 
such committee shall constitute a quorum for the transaction of 
business, and the act of a majority of those present at any 
meeting at which a quorum is present shall be the act of such 
committee.  (Del. Code Ann., tit. 8,  141(c), 229)
Section 25. Organization.  At every meeting of the Directors, 
the Chairman of the Board of Directors, or, if a Chairman has not 
been appointed or is absent, the President, or if the President 
is absent, the most senior Vice President, or, in the absence of 
any such officer, a chairman of the meeting chosen by a majority 
of the Directors present, shall preside over the meeting.  The 
Secretary, or in his absence, an Assistant Secretary directed to 
do so by the President, shall act as secretary of the meeting.
ARTICLE V

OFFICERS
Section 26. Officers Designated.  The officers of the 
corporation shall be the Chairman of the Board of Directors, the 
President, one or more Vice Presidents, the Secretary, and the 
Chief Financial Officer, all of whom shall be elected at the 
annual meeting of the Board of Directors.  The order of the 
seniority of the Vice Presidents shall be in the order of their 
nomination, unless otherwise determined by the Board of 
Directors.  The Board of Directors may also appoint such other 
officers and agents with such powers and duties as it shall deem 
necessary.  The Board of Directors may assign such additional 
titles to one or more of the officers as it shall deem 
appropriate.  Any one person may hold any number of offices of 
the corporation at any one time unless specifically prohibited 
therefrom by law.  The salaries and other compensation of the 
officers of the corporation shall be fixed by or in the manner 
designated by the Board of Directors.  (Del. Code Ann., tit. 8, 
 122(5), 142(a), (b))
Section 27. Tenure and Duties of Officers.
(a) General.  All officers shall hold office at the 
pleasure of the Board of Directors and until their successors 
shall have been duly elected and qualified, unless sooner 
removed.  Any officer elected or appointed by the Board of 
Directors may be removed at any time by the Board of Directors.  
If the office of any officer becomes vacant for any reason, the 
vacancy may be filled by the Board of Directors.  (Del. Code 
Ann., tit. 8,  141(b), (e))
(b) Duties of Chairman of the Board of Directors.  The 
Chairman of the Board of Directors, when present, shall preside 
at all meetings of the shareholders and the Board of Directors.  
The Chairman of the Board of Directors shall perform other duties 
commonly incident to his office and shall also perform such other 
duties and have such other powers as the Board of Directors shall 
designate from time to time.  (Del. Code Ann., tit. 8,  142(a))
(c) Duties of President.  The President shall preside 
at all meetings of the shareholders and at all meetings of the 
Board of Directors, unless the Chairman of the Board of Directors 
has been appointed and is present.  The President shall be the 
chief executive officer of the corporation and shall, subject to 
the control of the Board of Directors, have general supervision, 
direction and control of the business and officers of the 
corporation.  The President shall perform other duties commonly 
incident to his office and shall also perform such other duties 
and have such other powers as the Board of Directors shall 
designate from time to time.  (Del. Code Ann., tit. 8,  142(a))
(d) Duties of Vice Presidents.  The Vice Presidents, 
in the order of their seniority, may assume and perform the 
duties of the President in the absence or disability of the 
President or whenever the office of President is vacant.  The 
Vice Presidents shall perform other duties commonly incident to 
their office and shall also perform such other duties and have 
such other powers as the Board of Directors or the President 
shall designate from time to time.  (Del. Code Ann., tit. 8, 
 142(a))
(e) Duties of Secretary.  The Secretary shall attend 
all meetings of the stockholders and of the Board of Directors, 
and shall record all acts and proceedings thereof in the minute 
book of the corporation.  The Secretary shall give notice in 
conformity with these Bylaws of all meetings of the stockholders, 
and of all meetings of the Board of Directors and any committee 
thereof requiring notice.  The Secretary shall perform all other 
duties given him in these Bylaws and other duties commonly 
incident to his office and shall also perform such other duties 
and have such other powers as the Board of Directors shall 
designate from time to time.  The President may direct any 
Assistant Secretary to assume and perform the duties of the 
Secretary in the absence or disability of the Secretary, and each 
Assistant Secretary shall perform other duties commonly incident 
to his office and shall also perform such other duties and have 
such other powers as the Board of Directors or the President 
shall designate from time to time.  (Del. Code Ann., tit. 8, 
 142(a))
(f) Duties of Chief Financial Officer.  The Chief 
Financial Officer shall keep or cause to be kept the books of 
account of the corporation in a thorough and proper manner, and 
shall render statements of the financial affairs of the 
corporation in such form and as often as required by the Board of 
Directors or the President.  The Chief Financial Officer, subject 
to the order of the Board of Directors, shall have the custody of 
all funds and securities of the corporation.  The Chief Financial 
Officer shall perform other duties commonly incident to his 
office and shall also perform such other duties and have such 
other powers as the Board of Directors or the President shall 
designate from time to time.  The President may direct any 
Assistant Chief Financial Officer to assume and perform the 
duties of the Chief Financial Officer in the absence or 
disability of the Chief Financial Officer, and each Assistant 
Chief Financial Officer shall perform other duties commonly 
incident to his office and shall also perform such other duties 
and have such other powers as the Board of Directors or the 
President shall designate from time to time.  (Del. Code Ann., 
tit. 8,  142(a))
Section 28. Resignations.  Any officer may resign at any time 
by giving written notice to the Board of Directors or to the 
President or to the Secretary.  Any such resignation shall be 
effective when received by the person or persons to whom such 
notice is given, unless a later time is specified therein, in 
which event the resignation shall become effective at such later 
time.  Unless otherwise specified in such notice, the acceptance 
of any such resignation shall not be necessary to make it 
effective.  (Del. Code Ann., tit. 8,  142(b))
Section 29. Removal.  Any officer may be removed from office 
at any time, either with or without cause, by the vote or written 
consent of a majority of the Directors in office at the time, or 
by any committee or superior officers upon whom such power of 
removal may have been conferred by the Board of Directors.
ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND
VOTING OF SECURITIES OWNED BY THE CORPORATION
Section 30. Execution of Corporate Instruments.  The Board of 
Directors may, in its discretion, determine the method and 
designate the signatory officer or officers, or other person or 
persons, to execute on behalf of the corporation any corporate 
instrument or document, or to sign on behalf of the corporation 
the corporate name without limitation, or to enter into contracts 
on behalf of the corporation, except where otherwise provided by 
law or these Bylaws, and such execution or signature shall be 
binding upon the corporation.  (Del. Code Ann., tit. 8, 
 103(a), 142(a), 158)
All checks and drafts drawn on banks or other depositaries 
on funds to the credit of the corporation or in special accounts 
of the corporation shall be signed by such person or persons as 
the Board of Directors shall authorize so to do.  
Unless authorized or ratified by the Board of Directors or 
within the agency power of an officer, no officer, agent or 
employee shall have any power or authority to bind the 
corporation by any contract or engagement or to pledge its credit 
or to render it liable for any purpose or for any amount.  (Del. 
Code Ann., tit. 8,  103(a), 142(a), 158)
Section 31. Voting of Securities Owned by the Corporation.  
All stock and other securities of other corporations owned or 
held by the corporation for itself, or for other parties in any 
capacity, shall be voted, and all proxies with respect thereto 
shall be executed, by the person authorized so to do by 
resolution of the Board of Directors, or, in the absence of such 
authorization, by the Chairman of the Board of Directors, the 
President, or any Vice President.  (Del. Code Ann., tit. 8, 
 123)
ARTICLE VII

SHARES OF STOCK
Section 32. Form and Execution of Certificates.  Certificates 
for the shares of stock of the corporation shall be in such form 
as is consistent with the Certificate of Incorporation and 
applicable law.  Every holder of stock in the corporation shall 
be entitled to have a certificate signed by or in the name of the 
corporation by the Chairman of the Board of Directors, or the 
President or any Vice President and by the Chief Financial 
Officer or Assistant Chief Financial Officer or the Secretary or 
Assistant Secretary, certifying the number of shares owned by him 
in the corporation.  Where such certificate is countersigned by a 
transfer agent other than the corporation or its employee, or by 
a registrar other than the corporation or its employee, any other 
signature on the certificate may be a facsimile.  In case any 
officer, transfer agent, or registrar who has signed or whose 
facsimile signature has been placed upon a certificate shall have 
ceased to be such officer, transfer agent, or registrar before 
such certificate is issued, it may be issued with the same effect 
as if he were such officer, transfer agent, or registrar at the 
date of issue.  Each certificate shall state upon the face or 
back thereof, in full or in summary, all of the designations, 
preferences, limitations, restrictions on transfer and relative 
rights of the shares authorized to be issued.  (Del. Code Ann., 
tit. 8,  158)
Section 33. Lost Certificates.  A new certificate or 
certificates shall be issued in place of any certificate or 
certificates theretofore issued by the corporation alleged to 
have been lost, stolen, or destroyed, upon the making of an 
affidavit of that fact by the person claiming the certificate of 
stock to be lost, stolen, or destroyed.  The corporation may 
require, as a condition precedent to the issuance of a new 
certificate or certificates, the owner of such lost, stolen, or 
destroyed certificate or certificates, or his legal 
representative, to advertise the same in such manner as it shall 
require or to give the corporation a surety bond in such form and 
amount as it may direct as indemnity against any claim that may 
be made against the corporation with respect to the certificate 
alleged to have been lost, stolen, or destroyed.  (Del. Code 
Ann., tit. 8,  167)
Section 34. Transfers.  Transfers of record of shares of stock 
of the corporation shall be made only upon its books by the 
holders thereof, in person or by attorney duly authorized, and 
upon the surrender of a properly endorsed certificate or 
certificates for a like number of shares.  (Del. Code Ann., 
tit. 6,  8-401(1))
Section 35. Fixing Record Dates.  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 consent to 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 for the purpose of any other lawful action, 
the Board of Directors may fix, in advance, a record date, which 
shall not be more than sixty (60) nor less than ten (10) days 
before the date of such meeting, nor more than sixty (60) days 
prior to any other action.  If no record date is fixed:  (a) the 
record date for determining stockholders entitled to notice of or 
to vote at 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; (b) the 
record date for determining stockholders entitled to express 
consent to corporate action in writing without a meeting, when no 
prior action by the Board of Directors is necessary, shall be the 
day on which the first written consent is expressed; and (c) 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 the resolution 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 new record date for the adjourned meeting.  
(Del. Code Ann., tit. 8,  213)
Section 36. Registered Stockholders.  The corporation shall be 
entitled to recognize the exclusive right of a person registered 
on its books as the owner of shares to receive dividends, and to 
vote as such owner, and shall not be bound to recognize any 
equitable or other claim to or interest in such share or shares 
on the part of any other person whether or not it shall have 
express or other notice thereof, except as otherwise provided by 
the laws of Delaware.  (Del. Code Ann., tit. 8,  213(a), 219)
ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION
Section 37. Execution of Other Securities.  All bonds, 
debentures and other corporate securities of the corporation, 
other than stock certificates, may be signed by the Chairman of 
the Board of Directors, the President or any Vice President, or 
such other person as may be authorized by the Board of Directors, 
and the corporate seal impressed thereon or a facsimile of such 
seal imprinted thereon and attested by the signature of the 
Secretary or an Assistant Secretary, or the Chief Financial 
Officer or an Assistant Chief Financial Officer; provided, 
however, that where any such bond, debenture or other corporate 
security shall be authenticated by the manual signature of a 
trustee under an indenture pursuant to which such bond, debenture 
or other corporate security shall be issued, the signatures of 
the persons signing and attesting the corporate seal on such 
bond, debenture or other corporate security may be the imprinted 
facsimile of the signatures of such persons.  Interest coupons 
appertaining to any such bond, debenture or other corporate 
security, authenticated by a trustee as aforesaid, shall be 
signed by the Chief Financial Officer or an Assistant Chief 
Financial Officer of the corporation or such other person as may 
be authorized by the Board of Directors, or bear imprinted 
thereon the facsimile signature of such person.  In case any 
officer who shall have signed or attested any bond, debenture or 
other corporate security, or whose facsimile signature shall 
appear thereon or on any such interest coupon, shall have ceased 
to be such officer before the bond, debenture or other corporate 
security so signed or attested shall have been delivered, such 
bond, debenture or other corporate security nevertheless may be 
adopted by the corporation and issued and delivered as though the 
person who signed the same or whose facsimile signature shall 
have been used thereon had not ceased to be such officer of the 
corporation.
ARTICLE IX

DIVIDENDS
Section 38. Declaration of Dividends.  Dividends upon the 
capital stock of the corporation, subject to the provisions of 
the Certificate of Incorporation and applicable law, if any, may 
be declared by the Board of Directors pursuant to law at any 
regular or special meeting.  Dividends may be paid in cash, in 
property, or in shares of the capital stock, subject to the 
provisions of the Certificate of Incorporation and applicable 
law.  (Del. Code Ann., tit. 8,  170, 173)
Section 39. Dividend Reserve.  Before payment of any dividend, 
there may be set aside out of any funds of the corporation 
available for dividends such sum or sums as the Board of 
Directors from time to time, in their absolute discretion, think 
proper as a reserve or reserves to meet contingencies, or for 
equalizing dividends, or for repairing or maintaining any 
property of the corporation, or for such other purpose as the 
Board of Directors shall think conducive to the interests of the 
corporation, and the Board of Directors may modify or abolish any 
such reserve in the manner in which it was created.  (Del. Code 
Ann., tit. 8,  171)
ARTICLE X

FISCAL YEAR
Section 40. Fiscal Year.  Unless otherwise fixed by resolution 
of the Board of Directors, the fiscal year of the corporation 
shall end on the 30th day of June in each calendar year.
ARTICLE XI

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
Section 41. Directors.  The corporation shall indemnify its 
directors to the fullest extent permitted by the Delaware General 
Corporation Law, as the same exists or may hereafter be amended 
(but, in the case of alleged occurrences of actions or omissions 
preceding any such amendment, only to the extent that such 
amendment permits the corporation to provide broader 
indemnification rights than said Law permitted the corporation to 
provide prior to such amendment).
Section 42. Officers, Employees and Other Agents.  The 
corporation shall have the power to indemnify its officers, 
employees and other agents as set forth in the Delaware General 
Corporation Law.
Section 43. Good Faith.
(1) For purposes of any determination under this 
Bylaw, a Director shall be deemed to have acted in good faith and 
in a manner he reasonably believed to be in or not opposed to the 
best interests of the corporation, and, with respect to any 
criminal action or proceeding, to have had no reasonable cause to 
believe that his conduct was unlawful, if his action is based on 
the records or books of account of the corporation or another 
enterprise, or on information supplied to him 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 
another enterprise 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 another 
enterprise.
(2) The termination of any proceeding by judgment, 
order, settlement, conviction or upon a plea of nolo contendere 
or its equivalent shall not, of itself, create a presumption that 
the person did not act in good faith and in a manner which he 
reasonably believed to be in or not opposed to the best interests 
of the corporation, and, with respect to any criminal proceeding, 
that he had reasonable cause to believe that his conduct was 
unlawful.
(3) The provisions of this Section 43 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 applicable 
standard of conduct set forth by the Delaware General Corporation 
Law.
Section 44. Expenses.  The corporation shall advance, prior to 
the final disposition of any proceeding, promptly following 
request therefor, all expenses incurred by any director or 
executive officer in connection with such proceeding upon receipt 
of an undertaking by or on behalf of such person to repay said 
amounts if it should be determined ultimately that such person is 
not entitled to be indemnified under this Bylaw or otherwise.
Notwithstanding the foregoing, unless otherwise determined 
pursuant to Section 45 of these Bylaws, no advance shall be made 
by the corporation if a determination is reasonably and promptly 
made (1) by the board of directors by a majority vote of a quorum 
consisting of directors who were not parties to the proceeding, 
or (2) if such quorum is not obtainable, or, even if obtainable, 
a quorum of disinterested directors so directs, by independent 
legal counsel in a written opinion that, based upon the facts 
known to the decision making party at the time such determination 
is made, such person acted in bad faith or in a manner that such 
person did not believe to be in or not opposed to the best 
interests of the corporation, or, with respect to any criminal 
proceeding, such person believed or had reasonable cause to 
believe that his conduct was unlawful.
Section 45. Enforcement.  Without the necessity of entering 
into an express contract, all rights to indemnification and 
advances under this Bylaw shall be deemed to be contractual 
rights and be effective to the same extent and as if provided for 
in a contract between the corporation and the Director who serves 
in such capacity at any time while this Bylaw and other relevant 
provisions of the Delaware General Corporation Law and other 
applicable law, if any, are in effect.  Any right to 
indemnification or advances granted by this Bylaw to a Director 
shall be enforceable by or on behalf of the person holding such 
right in any court of competent jurisdiction if (i) the claim for 
indemnification or advances is denied, in whole or in part, or 
(ii) no disposition of such claim is made within ninety (90) days 
of request therefor.  The claimant in such enforcement action, if 
successful in whole or in part, shall be entitled to be paid also 
the expense of prosecuting his claim.  It shall be a defense to 
any such action (other than an action brought to enforce a claim 
for expenses incurred in connection with any proceeding in 
advance of its final disposition when the required undertaking 
has been tendered to the corporation) that the claimant has not 
met the standards of conduct which make it permissible under the 
Delaware General Corporation Law for the corporation to indemnify 
the claimant for the amount claimed, but the burden of proving 
such defense shall be on the corporation.  Neither the failure of 
the corporation (including its Board of Directors, independent 
legal counsel or its stockholders) to have made a determination 
prior to the commencement of such action that indemnification of 
the claimant is proper in the circumstances because he has met 
the applicable standard of conduct set forth in the Delaware 
General Corporation Law, nor an actual determination by the 
corporation (including its Board of Directors, independent legal 
counsel or its stockholders) that the claimant has not met such 
applicable standard of conduct, shall be a defense to the action 
or create a presumption that claimant has not met the applicable 
standard of conduct.
Section 46. Non-Exclusivity of Rights.  The rights conferred 
on any person by this Bylaw shall not be exclusive of any other 
right which such person may have or hereafter acquire under any 
statute, provision of the Certificate of Incorporation, Bylaws, 
agreement, vote of stockholders or disinterested Directors or 
otherwise, both as to action in his official capacity and as to 
action in another capacity while holding office.  The corporation 
is specifically authorized to enter into individual contracts 
with any or all of its Directors, officers, employees or agents 
respecting indemnification and advances, to the fullest extent 
permitted by the Delaware General Corporation Law.
Section 47. Survival of Rights.  The rights conferred on any 
person by this Bylaw shall continue as to a person who has ceased 
to be a Director, officer, employee or other agent and shall 
inure to the benefit of the heirs, executors and administrators 
of such a person.
Section 48. Insurance.  To the fullest extent permitted by the 
Delaware General Corporation Law, the corporation, upon approval 
by the Board of Directors, may purchase insurance on behalf of 
any person required or permitted to be indemnified pursuant to 
this Bylaw.
Section 49. Amendments.  Any repeal or modification of this 
Bylaw shall only be prospective and shall not affect the rights 
under this Bylaw in effect at the time of the alleged occurrence 
of any action or omission to act that is the cause of any 
proceeding against any agent of the corporation.
Section 50. Savings Clause.  If this Bylaw or any portion 
hereof shall be invalidated on any ground by any court of 
competent jurisdiction, then the corporation shall nevertheless 
indemnify each agent to the full extent permitted by any 
applicable portion of this Bylaw that shall not have been 
invalidated, or by any other applicable law.
Section 51. Certain Definitions.   For the purposes of this 
Bylaw, the following definitions shall apply:
(1) The term "proceeding" shall be broadly construed 
and shall include, without limitation, the investigation, 
preparation, prosecution, defense, settlement and appeal of any 
threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative.
(2) The term "expenses" shall be broadly construed 
and shall include, without limitation, court costs, attorneys'
fees, witness fees, fines, amounts paid in settlement or judgment 
and any other costs and expenses of any nature or kind incurred 
in connection with any proceeding.
(3) The term "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, officers, and employees or agents, so that any person 
who is or was a director, officer, employee or agent of such 
constituent corporation, or is or was serving at the request of 
such constituent corporation as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust 
or other enterprise, shall stand in the same position under the 
provisions of this Bylaw with respect to the resulting or 
surviving corporation as he would have with respect to such 
constituent corporation if its separate existence had continued.
(4) References to a "director", "officer", 
"employee", or "agent" of the corporation shall include, 
without limitation, situations where such person is serving at 
the request of the corporation as a director, officer, employee, 
trustee or agent of another corporation, partnership, joint 
venture, trust or other enterprise.
(5) References to "other enterprises" shall include 
employee benefit plans; 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, officer, employee, or agent 
with respect to an employee benefit plan, its participants, or 
beneficiaries; and a person who acted in good faith and in a 
manner he 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 to in this Bylaw.
ARTICLE XII

NOTICES
Section 52. Notices.
(a) Notice to Stockholders.  Whenever, under any 
provisions of these Bylaws, notice is required to be given to any 
stockholder, it shall be given in writing, personally or timely 
and duly deposited in the United States mail, postage prepaid, 
and addressed to his last known post office address as shown by 
the stock record of the corporation or its transfer agent.  (Del. 
Code Ann., tit. 8,  222)
(b) Notice to Directors.  Any notice required to be 
given to any Director may be given by the method stated in 
subsection (e) of Section 20 of these Bylaws except that such 
notice other than one which is delivered personally shall be sent 
to such address as such Director shall have filed in writing with 
the Secretary, or, in the absence of such filing, to the last 
known post office address of such Director.
(c) Address Unknown.  If no address of a stockholder 
or Director be known, notice may be sent to the office of the 
corporation required to be maintained pursuant to Section 2 
hereof.
(d) Affidavit of Mailing.  An affidavit of mailing, 
executed by a duly authorized and competent employee of the 
corporation or its transfer agent appointed with respect to the 
class of stock affected, specifying the name and address or the 
names and addresses of the stockholder or stockholders, or 
Director or Directors, to whom any such notice or notices was or 
were given, and the time and method of giving the same, shall be 
conclusive evidence of the statements therein contained.  (Del. 
Code Ann., tit. 8,  222)
(e) Time Notices Deemed Given.  All notices given by 
mail, as above provided, shall be deemed to have been given as at 
the time of mailing and all notices given by telegram shall be 
deemed to have been given as at the sending time recorded by the 
telegraph company transmitting the notices.
(f) Methods of Notice.  It shall not be necessary that 
the same method of giving notice be employed in respect of all 
Directors, but one permissible method may be employed in respect 
of any one or more, and any other permissible method or methods 
may be employed in respect of any other or others.
(g) Failure to Receive Notice.  The period or 
limitation of time within which any stockholder may exercise any 
option or right, or enjoy any privilege or benefit, or be 
required to act, or within which any Director may exercise any 
power or right, or enjoy any privilege, pursuant to any notice 
sent him in the manner above provided, shall not be affected or 
extended in any manner by the failure of such stockholder or such 
Director to receive such notice.
(h) Notice to Person with Whom Communication Is 
Unlawful.  Whenever notice is required to be given, under any 
provision of law or of the Certificate of Incorporation or Bylaws 
of the corporation, to any person with whom communication is 
unlawful, the giving of such notice to such person shall not be 
required and there shall be no duty to apply to any governmental 
authority or agency for a license or permit to give such notice 
to such person.  Any action or meeting which shall be taken or 
held without notice to any such person with whom communication is 
unlawful shall have the same force and effect as if such notice 
had been duly given.  In the event that the action taken by the 
corporation is such as to require the filing of a certificate 
under any provision of the Delaware General Corporation Law, the 
certificate shall state, if such is the fact and if notice is 
required, that notice was given to all persons entitled to 
receive notice except such persons with whom communication is 
unlawful.  (Del. Code Ann., tit. 8,  230)
ARTICLE XIII

AMENDMENTS
Section 53. Amendments.  These Bylaws may be repealed, altered 
or amended or new Bylaws adopted by the stockholders.  The Board 
of Directors shall also have the authority, if such authority is 
conferred upon the Board of Directors by the Certificate of 
Incorporation, to repeal, alter or amend these Bylaws or adopt 
new Bylaws (including, without limitation, the amendment of any 
Bylaw setting forth the number of Directors who shall constitute 
the whole Board of Directors) subject to the power of the 
stockholders to change or repeal such Bylaws and provided that 
the Board of Directors shall not make or alter any Bylaws fixing 
the qualifications, classifications, term of office or 
compensation of Directors.  (Del. Code Ann., tit. 8,  109(a), 
122(6))

ARTICLE I	OFFICES	1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II	CORPORATE SEAL	1
Section 3.	Corporate Seal	1
ARTICLE III	STOCKHOLDERS' MEETINGS	1
Section 4.	Place of Meetings	1
Section 5.	Annual Meetings	1
Section 6.	Special Meetings	3
Section 7.	Notice of Meetings	4
Section 8.	Quorum	5
Section 9.	Adjournment and Notice of Adjourned Meetings	5
Section 10.	Voting Rights	5
Section 11.	Joint Owners of Stock	6
Section 12.	List of Stockholders	6
Section 13.	No Action without Meeting	6
Section 14.	Organization	6
ARTICLE IV	DIRECTORS	7
Section 15.	Number and Term of Office	7
Section 16.	Powers	7
Section 17.	Vacancies	7
Section 18.	Resignation	7
Section 19.	Removal	8
Section 20.	Meetings	8
(a)	Annual Meetings	8
(b)	Regular Meetings	8
(c)	Special Meetings	8
(d)	Telephone Meetings	8
(e)	Notice of Meetings	8
(f)	Waiver of Notice	8
Section 21.	Quorum And Voting	9
Section 22.	Action without Meeting	9
Section 23.	Fees and Compensation	9
Section 24.	Committees	9
(a)	Executive Committee	9
(b)	Other Committees	10
(c)	Term	10
(d)	Meetings	10
Section 25.	Organization	11
ARTICLE V	OFFICERS	11
Section 26.	Officers Designated	11
Section 27.	Tenure and Duties of Officers	11
(a)	General	11
(b)	Duties of Chairman of the Board of Directors	11
(c)	Duties of President	11
(d)	Duties of Vice Presidents	12
(e)	Duties of Secretary	12
(f)	Duties of Chief Financial Officer	12
Section 28.	Resignations	12
Section 29.	Removal	12
ARTICLE VI	EXECUTION OF CORPORATE INSTRUMENTS AND VOTING 
OF SECURITIES OWNED BY THE CORPORATION	13
Section 30.	Execution of Corporate Instruments	13
Section 31.	Voting of Securities Owned by the Corporation	13
ARTICLE VII	SHARES OF STOCK	13
Section 32.	Form and Execution of Certificates	13
Section 33.	Lost Certificates	14
Section 34.	Transfers	14
Section 35.	Fixing Record Dates	14
Section 36.	Registered Stockholders	14
ARTICLE VIII	OTHER SECURITIES OF THE CORPORATION	15
Section 37.	Execution of Other Securities	15
ARTICLE IX	DIVIDENDS	15
Section 38.	Declaration of Dividends	15
Section 39.	Dividend Reserve	15
ARTICLE X	FISCAL YEAR	16
Section 40.	Fiscal Year	16
ARTICLE XI	INDEMNIFICATION OF OFFICERS, DIRECTORS, 
EMPLOYEES AND AGENTS	16
Section 41.	Directors	16
Section 42.	Officers, Employees and Other Agents	16
Section 43.	Good Faith	16
Section 44.	Expenses	17
Section 45.	Enforcement	17
Section 46.	Non-Exclusivity of Rights	17
Section 47.	Survival of Rights	18
Section 48.	Insurance	18
Section 49.	Amendments	18
Section 50.	Savings Clause	18
Section 51.	Certain Definitions	18
ARTICLE XII	NOTICES	19
Section 52.	Notices	19
(a)	Notice to Stockholders	19
(b)	Notice to Directors	19
(c)	Address Unknown	19
(d)	Affidavit of Mailing	19
(e)	Time Notices Deemed Given	19
(f)	Methods of Notice	20
(g)	Failure to Receive Notice	20
(h)	Notice to Person with Whom Communication Is 
Unlawful	20
ARTICLE XIII	AMENDMENTS	20
Section 53.	Amendments	20