**TABLE OF CONTENTS**          **Page**Section 1. Offices  1  Section 1.1.  Registered Office  1  Section 1.2.  Other Offices  1Section 2. Stockholders’ Meetings  1  Section 2.1.  Place of Meetings  1  Section 2.2.  Annual Meetings  2  Section 2.3.  Special Meetings  2  Section 2.4.  Notice of Meetings  2  Section 2.5.  Quorum  3  Section 2.6.  Voting Rights  4  Section 2.7.  Inspectors of Elections; Opening and Closing the Polls  5  Section 2.8.  List of Stockholders  5  Section 2.9.  Action Without Meeting  5  Section 2.10.  Notice of Stockholder Business and Nomination  7Section 3. Directors  9  Section 3.1.  Number and Term of Office  9  Section 3.2.  Powers  9  Section 3.3.  Vacancies  9  Section 3.4.  Resignations and Removals  9  Section 3.5.  Meetings  10  Section 3.6.  Quorum and Voting  11  Section 3.7.  Action Without Meeting  11  Section 3.8.  Fees and Compensation  11  Section 3.9.  Committees  11Section 4. Officers  13  Section 4.1.  Officers Designated  13  Section 4.2.  Tenure and Duties of Officers  13Section 5. Execution of Corporate Instruments, and Voting of Securities Owned by the Corporation  14  Section 5.1.  Execution of Corporate Instruments  14  Section 5.2.  Voting of Securities Owned by Corporation  15Section 6. Shares of Stock  15i 
**TABLE OF CONTENTS****(continued)**         **Page**  Section 6.1.  Form and Execution of Certificates  15  Section 6.2.  Lost Certificates  15  Section 6.3.  Transfers  16  Section 6.4.  Fixing Record Dates  16  Section 6.5.  Registered Stockholders  17Section 7. Other Securities of the Corporation  17Section 8. Corporate Seal  18Section 9. Indemnification of Officers, Directors, Employees and Agents  18  Section 9.1.  Right to Indemnification  18  Section 9.2.  Authority to Advance Expenses  20  Section 9.3.  Right of Claimant to Bring Suit  21  Section 9.4.  Provisions Nonexclusive  21  Section 9.5.  Authority to Insure  21  Section 9.6.  Survival of Rights  21  Section 9.7.  Settlement of Claims  21  Section 9.8.  Effect of Amendment  22  Section 9.9.  Subrogation  22  Section 9.10.  No Duplication of Payments  22Section 10. Notices  22Section 11. Amendments  23ii 
**AMENDED AND RESTATED BYLAWS****OF****BEA SYSTEMS, INC.** SECTION 1  OFFICES Section 1.1.    *Registered Office*.    The registered office of the corporation in the State of Delaware shall be CorporationTrust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of Kent.  Section1.2.    *Other Offices*.    The corporation shall also have and maintain an office or principal place of business at 2315 North First Street, San Jose, CA 95131, and may also have offices at such otherplaces, 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.  SECTION 2  STOCKHOLDERS’ MEETINGS Section 2.1.    *Place of Meetings*.  Section 2.1.1.    Meetings of stockholders may be held at such place, either within or without thisState, as may be designated by or in the manner provided in these Bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at anyplace, but may instead be held solely by means of remote communication as authorized by Section 2.1.2.  Section 2.1.2.    If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physicallypresent at a meeting of stockholders may, by means of remote communication:  (1)    Participate in a meeting of stockholders; and  (2)    Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the corporation shallimplement reasonable measures including those described below in Section 2.7 (Inspectors of Elections; Opening and Closing the Polls) to verify that each person deemed present and permitted to vote at the meeting by means of remote communication isa stockholder or proxyholder, (B) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders,including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a recordof such vote or other action shall be maintained by the corporation. 1 
 Section 2.1.3.    For purposes of thisSection 2, “remote communication” shall mean electronic mail or other forms of written or visual electronic communication satisfying the requirements of Section 2.9.2.  Section 2.2.    *Annual Meetings*.    The annual meetings of the stockholders of the corporation, commencing with the year1995, for the purpose of election of 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.  Section 2.3.    *Special Meetings*. Special Meetings of the stockholders of the corporation may be called, forany purpose or purposes, by the Chairman of the Board or the President or by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board, at any time.  Section 2.4.    *Notice of Meetings*.  Section 2.4.1.    Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date andhour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than ten nor more than sixtydays before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the corporation; except that where the matter to be acted on is a merger or consolidation of the corporation ora sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than twenty nor more than sixty days prior to such meeting. Only such business shall be conducted at a special meeting of stockholders as shallhave been brought before the meeting pursuant to the corporation’s notice of meeting. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting ofthe stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.  Section 2.4.2.    If at any meeting action is proposed to be taken which, if taken, would entitle stockholders fulfilling therequirements of Section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy ofthat statutory section.  Section 2.4.3.    When a meeting is adjourned toanother time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, 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 unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a noticeof the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2 
 Section 2.4.4.    Notice of the time, placeand purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy. Any stockholder sowaiving 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.  Section 2.4.5.    Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under anyprovision of this chapter, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by thestockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and(ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as arevocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 2.4.5. shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receivenotice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specificposting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of thetransfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these Bylaws, “electronictransmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paperform by such a recipient through an automated process.  Section 2.5.    *Quorum*. Section 2.5.1.    At all meetings of stockholders, except where otherwiseprovided by law, the Certificate of Incorporation, or 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 transactionof business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting ofstockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. In addition, the Chairman of the meeting or a majority of the sharesso represented may adjourn the meeting from time to time, whether or not there is such a quorum. At such adjourned meeting at which a quorum is present or represented any business may be transacted which might have been transacted at the originalmeeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until 3 
adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Section 2.5.2.    With the exception of the first Board of Directors, which shall be elected by theincorporators, and except as provided in Section 3.3, a plurality vote of the shares represented in person or by proxy, at the stockholders annual meeting shall elect directors. Except as otherwise provided by law, the Certificate of Incorporationor these Bylaws, including with respect to the election of directors, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the corporation. Section 2.6.    *Voting Rights*.  Section 2.6.1.    Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stockrecords of the corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented inaccordance with the determination of the majority of such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be representedfor the purpose of determining a quorum.  Section 2.6.2     Every personentitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of thecorporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted,every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.  Section 2.6.3.    Without limiting the manner in which a stockholder may authorize another person orpersons to act for him as proxy pursuant to Section 2.6.2., the following shall constitute a valid means by which a stockholder may grant such authority:  (1)    A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplishedby the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.  (2)    A stockholder may authorize another person or persons to act for him as proxy bytransmitting or authorizing the transmission of a telephone, telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or likeagent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telephone transmission, telegram, cablegram or other means of electronic transmission must 4 
either set forth or be submitted with information from which it can be determined that the telephone transmission,telegram, cablegram or other electronic transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by anumber or symbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization. If it is determined that such telephonetransmissions, telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.  Section 2.6.4.    Any copy, facsimile telecommunication or other reliable reproduction ofthe writing or transmission created pursuant to Section 2.6.3. may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy,facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.  Section 2.7.    *Inspectors of Elections; Opening and Closing the Polls*.    The Board of Directors by resolution shall appoint one or more inspectors, which inspector orinspectors may include individuals who serve the corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or morepersons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or moreinspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Theinspectors shall have the duties prescribed by law.  The Chairman of the meeting shall fix and announce at themeeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.  Section 2.8.    *List of Stockholders*.    The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting ofstockholders, a complete list of the stockholder entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examinationof any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held and which place shall be specifiedin the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and 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 ispresent.  Section 2.9.    *Action Without Meeting*.  Section 2.9.1.    Unless otherwise provided in the Certificate of Incorporation, any action requiredby statute to be taken at any annual or special meeting of stockholders of the 5 
corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken withouta meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be entitled andnecessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, a written consent must be delivered to the corporation by delivery to its registered office in Delaware,its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or bycertified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to thereinunless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of holders entitled to take action are delivered to the corporation inaccordance with this Section. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Section 2.9.2.    A telegram, cablegram or other electronic transmission consent to an action to betaken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section, provided that any such telegram,cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or bya person or persons authorized to act for the stockholder or proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on whichsuch telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered untilsuch consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody ofthe book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoinglimitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the bookin which proceedings of meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors.  Section 2.9.3.    Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of theoriginal writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.  Section 2.9.4.    Inspectors of Written Consent. In the event of the delivery, in the manner providedby this Section 2.9, to the corporation of the requisite written consent or 6 
consents to take corporate action and/or any related revocation or revocations, the corporation shall engage nationallyrecognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by writtenconsent without a meeting shall be effective until such date as the independent inspectors certify to the corporation that the consents delivered to the corporation in accordance with this Section 2.9 represent at least the minimum number of votesthat would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consentor revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and theseeking of injunctive relief in such litigation).  Section 2.10.    *Notice of StockholderBusiness and Nomination*.  (A)    Annual Meetings of Stockholders. (1)Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the corporation’s notice of meeting, (b) by or atthe direction of the Board of Directors or (c) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who complies with the noticeprocedures set forth in this Bylaw.  (2)    For nominations or other businessto be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and such other businessmust otherwise be a proper matter for stockholder action. 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 90th day norearlier than the close of business on the 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 more than 30 days before or more than 60 daysafter such anniversary date or no annual meeting was held during the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later thanthe close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall the public announcement ofan 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 forelection 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 Regulation14A under the Securities Exchange Act of 1934, as amended (the “Exchange 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 ifelected); (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 7 
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 thestockholder 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 and (ii)the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner.   (3)    Notwithstanding anything in the second sentence of paragraph (A)(2) of this Bylaw to the contrary, in the event that the numberof directors to be elected to the Board of Directors is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior tothe first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall bedelivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.  (B)    *General*.    (1) Only such persons who are nominated in accordancewith the procedures set forth in this Bylaw 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 inthis Bylaw. 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, inaccordance with the procedures set forth in this Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal or nomination shall be disregarded.  (2)    For purposes of this Bylaw, “public announcement” shall mean disclosure in a pressrelease 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 ExchangeAct.  (3)    Notwithstanding the foregoing provisions of this Bylaw, astockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights (i) ofstockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors under specified circumstances.8 
 SECTION 3  DIRECTORS Section3.1.    *Number and Term of Office*.    The number of directors which shall constitute the whole of the Board of Directors shall be not less than four (4) nor more than ten (10), with the exact number tobe fixed exclusively by resolution adopted by a majority of the whole Board of Directors from time to time. Except as otherwise provided in the Certificate of Incorporation, for so long as the Board of Directors consists of at least seven directors,the directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist as nearly as may be possible, of one-third (1/3) of the total number of directors constituting the entire Board of Directors. Ateach annual meeting of stockholders (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with eachdirector to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless ofhow such vacancy shall have been created.  Section3.2.    *Powers*.    The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.  Section 3.3.    *Vacancies*.    Subject to applicable law and unless the Board of Directorsotherwise determines, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remainingdirector, 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 shallbe deemed to exist under this section 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 3.4below) to elect the number of directors then constituting the whole Board.  Section3.4.    *Resignations and Removals*.  Section3.4.1.    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 pleasureof 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, effective at a future date, a majority of the directors thenin 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 theunexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.  Section 3.4.2.    Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, at a special meeting of stockholders called for the purpose in9 
the manner herein above provided, the Board of Directors, or any individual director, may be removed from office, butonly for 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, voting as a single class, may be appointed.  Section 3.5.    *Meetings*.  Section 3.5.1.    The annual meeting of the Board of Directors shall be held immediately after the annual stockholders’ meeting andat the place where such meeting is held or at the place announced by the Chairman at such meeting. 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 andtransacting such other business as may lawfully come before it.  Section3.5.2.    Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 1.2. Regular meetings of the Board ofDirectors may also be held at any place within or without the State of Delaware which has been designated by resolutions of the Board of Directors or the written consent of all directors.  Section 3.5.3.    Special meetings of the Board of Directors may be held at any time and place within or without the State of Delawarewhenever called by the Chairman of the Board or, if there is no Chairman of the Board, by the President, or by a majority of the directors then in office.  Section 3.5.4.    Written notice of the time and place of all regular and special meetings of the Board of Directors shall be deliveredpersonally to each director or sent by facsimile at least 12 hours before the start of the meeting, or sent by telegram, overnight courier service at least 24 hours before the start of the meeting, or sent by first class mail at least 120 hoursbefore the start of the meeting. Without limiting the manner by which notice otherwise may be given effectively to directors, any notice to directors given by the corporation pursuant to this Section 3.5.4 shall be effective if given by a form ofelectronic transmission consented to by the director to whom the notice is given. Any such consent shall be revocable by the director by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable todeliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or other person responsible forthe giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 3.5.4. shall be deemed given: (1) if by electronic mail,when directed to an electronic mail address at which the director has consented to receive notice; and (2) if by any other form of electronic transmission, except as otherwise specified in this Section 3.5.4, when directed to the director. Anaffidavit of the secretary or an assistant secretary or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notice ofany meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat. 10 
 Section 3.6.    *Quorum and Voting*.  Section 3.6.1. A quorum of the Board of Directors shall consist of a majority of the exact number of directorsfixed from time to time in accordance with Section 3.1 of these Bylaws, but not less than one; 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 thetime fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.  Section 3.6.2. At each meeting of the Board at which a quorum is present all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote berequired by law, the Certificate of Incorporation, or these Bylaws.  Section 3.6.3. Any member ofthe Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participationin a meeting by such means shall constitute presence in person at such meeting.  Section 3.6.4.The transactions of 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 thecorporate records or made a part of the minutes of the meeting.  Section 3.7.    *ActionWithout 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 betaken without a meeting, if all members of the Board or of such 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 or committee.  Section 3.8.    *Fees and Compensation*.    Directors and members of committees shall notreceive any salary, fees or other compensation for their services as directors.  Section3.9    *Committees*.  Section 3.9.1.    *ExecutiveCommittee*.    The Board of Directors may, by resolution passed by a majority of the whole Board, appoint an Executive Committee of not less than one member, each of whom shall be a director. The Executive Committee, to theextent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the Board in the management of the business and affairs of the corporation, including, without limitation, the power and authority todeclare 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 or merger or consolidation, to recommend to the stockholders thesale, lease or exchange of all or substantially all of the corporation’s property 11 
and assets, to recommend to the stockholders of the corporation a dissolution of the corporation or a revocation of adissolution, or to amend these Bylaws.  Section 3.9.2.    *OtherCommittees*.    The Board of Directors may, by resolution passed by a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board ofDirectors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws. Section 3.9.3.    *Term*.    The members of allcommittees 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, subject to the provisions of Sections 3.9.1. or 3.9.2., may at any time increase or decreasethe number of members of a committee or terminate the existence of a committee; provided, that no committee shall consist of less than one member. The membership of a committee member shall terminate on the date of his death or voluntaryresignation, but the Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board ofDirectors 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 acommittee, 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 ofany such absent or disqualified member.  Section3.9.4.    *Meetings*.    Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.9 shall be held atsuch 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; specialmeetings of any such committee may be held at the principal office of the corporation required to be maintained pursuant to Section 1.2; or at any place which has been designated from time to time by resolution of such committee or by writtenconsent 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 ofwritten 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 after the meeting and will be waived by anydirector by attendance thereat. 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 presentshall be the act of such committee. 12 
 SECTION 4**** OFFICERS Section4.1.    *Officers Designated*.    The officers of the corporation shall be a Chairman of the Board of Directors, President, one or more Executive Vice-Presidents, one or more Senior Vice-Presidents, oneor more Vice-Presidents, a Chief Financial Officer, and a Secretary. The Board of Directors or the Chairman of the Board or the President may also appoint one or more assistant secretaries, assistant treasurers and such other officers and agentswith such powers and duties as it or he shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as they shall deem appropriate. Any one person may bold any number of offices of the corporation atany 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.  Section 4.2.    *Tenure and Duties of Officers*.  Section 4.2.1.    *General*.    All officers shall hold office at the pleasure of the Board of Directors anduntil 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 affirmative vote of a majority of the whole Board of Directors. Section 4.2.2.    *Duties of the Chairman of the Board ofDirectors*.    The Chairman of the Board of Directors shall be the chief executive officer of the corporation and, when present, shall preside at all meetings of the shareholders and the Board of Directors. The Chairman of theBoard of Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  Section 4.2.3.    *Duties of the President*.    The President shall be the chief executive officer of the corporation in the absence of the Chairman of theBoard and 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 bas been appointed and is present. The President shall perform such other duties and have suchother powers as the Board of Directors shall designate from time to time.  Section4.2.4.    *Duties of Executive Vice-Presidents*.    Executive Vice-Presidents, together with the President, are the senior officers of the corporation. Executive Vice-Presidents, in the order of theirseniority, may perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Executive Vice-Presidents shall perform such other duties and have such other powers as the Boardof Directors or the President shall designate from time to time.  Section4.2.5.    *Duties of Senior Vice-Presidents*.    Senior vice-presidents shall perform such duties and have such powers as the Board of Directors or the President shall designate from tune to time.13 
 Section 4.2.6.    *Duties of VicePresidents*.    Vice-Presidents shall perform such duties and have such powers as the Board of Directors or the President shall designate from time to time.  Section 4.2.7.    *Duties of the Chief Financial Officer*.    The Chief Financial Officer shall keep or causeto 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 ChiefFinancial 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 such other duties and have such other powers as the Board ofDirectors shall designate from time to time. The President may direct any Assistant Treasurer to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Assistant Treasurershall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.  Section 4.2.8.    *Duties of the Secretary*.    The Secretary shall attend all meetings of the shareholders and of the Board of Directors and any committeethereof, 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 shareholders, and of all meetings of the Board of Directorsand any Committee thereof requiring notice. The Secretary shall 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 performthe duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. SECTION 5  EXECUTIONOF CORPORATE INSTRUMENTS, AND VOTINGOF SECURITIES OWNEDBYTHE CORPORATION Section 5.1.    *******Execution ofCorporate Instruments*******.  Section 5.1.1.    The Board ofDirectors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except whereotherwise provided by law, and such execution or signature shall be binding upon the corporation.  Section 5.1.2.    Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages and otherevidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board(if there be such an officer appointed) or by the President; such documents may also be executed by any Vice-President and by the Secretary or Treasurer or any Assistant Secretary or Assist Treasurer. 14 
All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may beexecuted as aforesaid or in such other manner as may be directed by the Board of Directors.  Section 5.1.3.    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 theBoard of Directors shall authorize so to do.  Section 5.2.    *Voting of Securities Owned byCorporation*.    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 (if there be such an officer appointed), or by the President, or by any Vice-President.  SECTION 6  SHARESOF STOCK Section6.1.    *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 (if there be such an officer appointed), or by the President or any Vice-President and by theTreasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, orregistrar 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 suchofficer, transfer agent, or registrar at the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which thecorporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or backof the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Section 6.2.    *Lost Certificates*.    The Board of Directors may direct a new certificate or certificates to be issued inplace of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. Whenauthorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a 15 
condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legalrepresentative, to indemnify the corporation in such manner as it shall require and/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 withrespect to the certificate alleged to have been lost or destroyed.  Section6.3.    *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 surrenderof a certificate or certificates for a like number of shares, properly endorsed.  Section6.4.    *Fixing Record Dates*.  Section 6.4.1.    Inorder that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date uponwhich the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, therecord 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 onthe day next preceding the date on which the meeting is held. A determination of stockholders of record entitled notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.  Section6.4.2.    In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Anystockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, butin all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received,the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which asigned written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custodyof the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by theBoard of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on whichthe Board of Directors adopts the resolution taking such prior action. 16 
 Section 6.4.3.    In order that thecorporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, orfor the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixtydays prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. Section 6.5.    *Registered Stockholders*.     The corporation shallbe 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 orshares 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.  SECTION 7  OTHER SECURITIESOFTHE CORPORATION All bonds, debentures and other corporatesecurities of the corporation, other than stock certificates, may be signed by the Chairman of the Board (if there be such an officer appointed), or the President or any Vice-President or such other person as may be authorized by the Board ofDirectors 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 Treasurer or an Assistant Treasurer; *provided*, however, thatwhere 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 signature of thepersons 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 corporatesecurity, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signatureof 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 before the bond, debenture or other corporate security so signed or attestedshall 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 thereonhad not ceased to be such officer of the corporation. 17 
 SECTION 8  CORPORATE SEAL The corporate sealshall consist of a die bearing the name of the corporation and the state and date of its incorporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.  SECTION 9  INDEMNIFICATIONOF OFFICERS, DIRECTORS, EMPLOYEESAND AGENTS Section 9.1.    *Right to Indemnification*.  Section 9.1.1.    Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened pending, orcompleted action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director,officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including servicewith respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent(hereafter an “Agent”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case ofany such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (includingattorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on anyAgent as a result of the actual or deemed receipt of any payments under this Section 9) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), orpreparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 9.3, the corporation shall indemnify any Agent seekingindemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section 9 shall be acontract right.  Section 9.1.2.    *IndemnificationProcedure*.    To obtain indemnification under this Bylaw, a claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to theclaimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the preceding sentence, a determination, if required byapplicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent 18 
Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by IndependentCounsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even ifobtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors do directs, bythe stockholders of the corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unlessthere shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control” as defined below, in which case the Independent Counsel shall beselected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days aftersuch determination.  Section 9.1.3.    *Definition of Change ofControl*.    For the purpose of this Bylaw, a “Change in Control” shall mean:  (1)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) or the Securities Exchange Act of 1934, as amended (the “*Exchange Act*”)), (a“*Person*”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (a) the then outstanding shares of common stock of the corporation (the “*OutstandingCorporation Common Stock*”) or (b) the combined voting power of the then outstanding voting securities of the corporation entitled to vote generally in the election of directors (the “*Outstanding Corporation VotingSecurities*”); *provided*, however, that for purposes of this part (1), the following acquisitions shall not constitute a Change of Control: (a) any acquisition directly from the corporation or any acquisition from other stockholderswhere (i) such acquisition was approved in advance by the Board of Directors and (ii) such acquisition would not constitute a change of control under part (3) of this definition, (b) any acquisition by the corporation, (c) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by the corporation or any corporation controlled by the corporation or (d) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) ofpart (3) of this definition; or  (2)    Individuals who, as of the datehereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; *provided*, *however*, that any individual becoming a director subsequent to thedate hereof whose election or nomination for election by the stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of theIncumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or 19 
 (3)    Consummation of a reorganization,merger or consolidation or sale or other disposition of all or substantially all of the assets of the corporation (a “*Business Combination*”), in each case, unless, following such Business Combination, (a) all or substantially all ofthe individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly orindirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of thecorporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the corporation or all or substantially all of the corporation’s assets either directly or through oneor more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (b) noPerson (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) or the corporation of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly,20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extentthat such ownership existed prior to the Business Combination and (c) at least a majority of the members of the Board of Directors resulting from such Business Combination were members of the Incumbent Board at the time of the execution of theinitial agreement, or of the action of the Board of Directors, providing for such Business Combination; or  (4)    Approval by the stockholders of a complete liquidation or dissolution of the corporation.  Section 9.1.4.    *Other Definitions*.  (1)    “*Disinterested Director*” means a director of the corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.  (2)    “*Independent Counsel*” means a law firm, a member of a law firm, oran independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either thecorporation or the claimant in an action to determine the claimant’s rights under these Bylaws.  Section9.2.    *Authority to Advance Expenses*.    Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the finaldisposition of such Proceeding, *provided*, however, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such directoror officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section 9 or otherwise. Expenses incurred by other Agents of the corporation (or by the directorsor officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions 20 
as the Board of Directors deems appropriate. Any obligation to reimburse the corporation for Expense advances shall be unsecured and no interestshall be charged thereon.  Section 9.3.    *Right of Claimant to BringSuit*.    If a claim under Section 9.1 or 9.2 is not paid in full by the corporation within 45 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against thecorporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any suchaction (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met thestandards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure ofthe 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 under the circumstances becausehe 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 hadnot 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 9.4.    *Provisions Nonexclusive*.    The rights conferred on any person by this Section shall not be exclusive of anyother rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and asto action in another capacity while holding such office. To the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or voteshall take precedence.  Section 9.5.    *Authority to Insure*.    Thecorporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of thisSection 9.  Section 9.6.    *Survival of Rights*.    The rightsprovided by this Section shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.  Section 9.7.    *Settlement of Claims*.    The corporation shall not be liable to indemnify any Agent under this Section 9, (a)for any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable andtimely opportunity, at its expense, to participate in the defense of such action. 21 
 Section 9.8.    *Effect ofAmendment*.    Any amendment, repeal, or modification of this Section 9 shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.  Section 9.9.    *Subrogation*.    In the event of payment under this Section 9, thecorporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of suchdocuments necessary to enable the corporation effectively to bring suit to enforce such rights.  Section9.10.    *No Duplication of Payments*.    The corporation shall not be liable under this Section 9 to make any payment in connection with any claim made against the Agent to the extent the Agent hasotherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.  SECTION 10  NOTICES Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, the same shall be given either (1) in writing, timely and duly depositedin 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, or (2) by a means of electronic transmission that satisfies the requirements ofSection 2.4.5. of these Bylaws, and has been consented to by the stockholder to whom the notice is given. Any notice required to be given to any director may be given by the method hereinabove stated, or by telegram or other means of electronictransmission, except that such notice other than one which is delivered personally, shall be sent to such address or (in the case of facsimile telecommunication) facsimile telephone number as such director shall have filed in writing with theSecretary of the corporation, or, in the absence of such filing, to the last known post office address of such director. If no address of a stockholder or director be known, such notice may be sent to the office of the corporation required to bemaintained pursuant to Section 1.1 of Section 1 hereof. 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 nameand address or the names and addresses of the stockholder or stockholders, 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 statementstherein contained. 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 or other means of electronic transmission shall be deemed to have been given as at thesending time recorded by the telegraph company or other electronic transmission equipment operator transmitting the same. It shall not be necessary that the same method of giving be employed in respect of all directors, but one permissible methodmay 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. The period or limitation of time within which any stockholder may exercise any option or right, or enjoyany 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 bythe failure of 22 
such a stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes orof the Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice isrequired 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 shallbe 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 shallhave 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, thecertificate 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.  SECTION 11  AMENDMENTS These Bylaws may be repealed, altered or amended or new Bylaws adopted by written consent of stockholders in themanner authorized by Section 2.8., or at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting. The Board of Directors shall also have the authority to repeal,alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual,regular, or special meeting by the affirmative vote of a majority of the whole number 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 Bylawsfixing the qualifications, classifications, or term of office of directors. 23 
 IN WITNESS HEREOF, the undersigned has set his hand hereto this 18th day of September, 2002.  /s/    ROBERT F. DONOHUERobert F. Donohue**Secretary**24