**Exhibit 3.2**

BY-LAWSOF SOUTHERN COPPER CORPORATION

(As last amended on April26, 2007)

ARTICLE I.

MEETINGS OF STOCKHOLDERS.

SECTION 1.01. Annual Meetings.  The annual meeting of the stockholders of theCorporation for the election of directors and for the transaction of such otherbusiness as properly may come before the meeting shall be held at 2 o’clock inthe afternoon, or on such other date or at such other hour as shall be fixed bythe Board of Directors (the “Board”), on the Thursday next following the lastWednesday of April in each year, commencing April 25, 1996, if not a legalholiday, or, if a legal holiday, then on the next succeeding day not a legalholiday.

SECTION 1.02. Special Meetings.  Except asprovided by Section 211(c) of the General Corporation Law of the State ofDelaware with respect to meetings ordered by the Court of Chancery, specialmeetings of the stockholders may be called at any time but only by the Chairmanof the Board, the President, the Board pursuant to a resolution approved byeight Directors or by a holder of shares representing at least 10% of the thenoutstanding number of shares of the Corporation’s common stock (hereinafterreferred to as Common Stock).

SECTION 1.03. Place of Meeting.  All meetings ofthe stockholders shall be held at the principal office of the Corporation inNew York City or at such other place, within or without the State of Delaware,as may be designated by the Board and stated in the notice of the meeting.

SECTION 1.04. Notice of Meetings.  Except asotherwise required by statute, the Secretary or an Assistant Secretary shallcause notice of the time, place and purpose or purposes of each meeting of thestockholders (whether annual or special) to be mailed or otherwise delivered,at least ten (but not more than sixty) days prior to the meeting to eachstockholder of record entitled to notice of and to vote at such meeting at hisaddress as the same appears on the books of the Corporation at the time of suchmailing or delivery.  Notice of any meetingof stockholders shall not be required to be given to any person who may becomea stockholder of record after such mailing or delivery of such notice and priorto the meeting, or to any stockholder who shall sign a waiver of such notice inwriting, whether before or after the time of such meeting. Notice of anyadjourned meeting of the stockholders of the Corporation shall not be requiredto be given, unless otherwise required by statute.

SECTION 1.05. List of Stockholders Entitled to Vote. At least ten days before every meeting of stockholders, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder shall be prepared. Such listshall be open to the examination of any stockholder, for any purpose germane tothe meeting, during ordinary business hours, for a period of at least ten daysprior to the meeting, at a place within the city where the meeting is to beheld, which place shall be specified in the notice of the meeting, or, if notso specified, at the place where the meeting is to be held. The list shall alsobe produced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

SECTION 1.06. Quorum.  Unless otherwise providedby statute or by the Certificate of Incorporation, the presence in person or byproxy of the holders of record of the shares entitled to cast a majority of thevotes at any meeting of the stockholders shall constitute a quorum at suchmeeting.  Unless otherwise provided bystatute or by the Certificate of Incorporation, whenever the holders of anyclass or series of shares are entitled to vote separately on a specified itemof business, the presence in person or by proxy of stockholders holding ofrecord in the aggregate a majority of the outstanding shares of such class orseries entitled to vote shall constitute a quorum for the transaction of suchspecified item of business.  Whether ornot a quorum shall be present at any meeting of the stockholders, thestockholders entitled to vote who 

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are present in person or by proxy, or, if nostockholder entitled to vote is present in person or by proxy, any officerauthorized to preside or act as Secretary of such meeting, without notice otherthan by announcement at such meeting, may adjourn such meeting from time totime for a period not exceeding thirty days at any one time.  At any such adjourned meeting at which aquorum may be present any business may be transacted which might have beentransacted at the meeting as originally called. If a record date for thedetermination of the stockholders entitled to notice of and to vote at suchmeeting as originally called shall have been fixed as hereinafter provided,said record date shall apply to any such adjourned meeting unless the Boardfixes a new record date for such adjourned meeting, in which case notice ofsaid adjourned meeting shall be given to each stockholder of record on the newrecord date at least ten days before the date of said adjourned meeting.

SECTION 1.07.  Organization. The Chairman of the Board, or in his absence the President, shallpreside at all meetings of stockholders. If both are absent, any other officerdesignated by the Board shall preside. If no officer so designated is present, the stockholders present inperson or represented by proxy may elect one of their number to preside.  The Secretary shall act as secretary at allmeetings of the stockholders; but in the absence of the Secretary the presidingofficer may appoint any person to act as secretary of the meeting.

 

SECTION 1.08.  Voting. At each meeting of the stockholders each stockholder having the right tovote shall be entitled to such vote for each share of stock held by him as maybe provided in the Certificate of Incorporation.  At each meeting of the stockholders eachstockholder entitled to vote shall be entitled to vote in person or by proxy.Every proxy shall be executed in writing by the stockholder or his agent unlessgiven by telegram or cable.  A copy orfacsimile telecommunication may be substituted or used in lieu of the originalwriting or transmission so long as such copy or facsimile telecommunication isa complete reproduction of the entire original writing or transmission.  No proxy shall be valid after eleven monthsfrom the date of its execution, unless a longer time is expressly providedtherein, but in no event shall a proxy be valid after three years from the dateof its execution.  At all meetings of thestockholders, all matters, other than those the manner of deciding which isexpressly regulated by statute or by the Certificate of Incorporation or bySections 2.04 or 2.09 of Article II, shall be decided by a majority of thevotes cast in person or by proxy by the holders of shares entitled to votethereon.  Shares belonging to theCorporation shall not be voted or counted in determining the total number ofshares outstanding at any time.

SECTION 1.09. Inspectors.  The Board shall, inadvance of any meeting of stockholders, appoint one or more inspectors to actat the meeting or any adjournment thereof. If inspectors are not so appointedor shall fail to qualify, the person presiding at such meeting shall appointone or more inspectors to act at such meeting. Each inspector, before enteringupon the discharge of his duties, shall take and sign an oath faithfully toexecute the duties of inspector with strict impartiality and according to thebest of his ability.

SECTION 1.10. Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificateof Incorporation, any action required to be taken at any annual or specialmeeting of stockholders of the Corporation, or any action which may be taken atany annual or special meeting of such stockholders, may be taken without ameeting, without prior notice and without a vote, if a consent in writing,setting forth the action so taken, shall be signed by the holders ofoutstanding stock having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted. Prompt notice of the taking ofthe corporate action without a meeting by less than unanimous written consentshall be given to those stockholders who have not consented in writing.

ARTICLE II.

BOARD OF DIRECTORS.

SECTION 2.01. General Powers.  The property,affairs and business of the Corporation shall be managed under the direction ofthe Board.

SECTION 2.02. Number, Term of Office and Qualifications.  The number of directors of the Corporationshall be fixed from time to time by resolution of a majority of the 

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Board of Directors, provided that the number ofdirectors shall not be less than six or more than fifteen.  The directors shall be elected annually atthe annual meetings of the stockholders, and each director (whether elected atany annual meeting or to fill a vacancy or otherwise) shall hold office untilhis successor is elected and qualified or until his death or until he shall resignin the manner provided in Section 2.10, or shall have been removed in themanner provided in Section 2.09.

SECTION 2.03. Notice of Stockholder Business and Nominations.

(A)  AnnualMeeting of Stockholders.

(1) Nominations of persons for election to the Boardof Directors of the Corporation and the proposal of business to be consideredby the stockholders may be made at an annual meeting of stockholders (a) by orat the direction of the Chairman of the Board or the Board of Directorspursuant to a resolution adopted by a majority of the entire Board of Directorsor (b) by any stockholder of the Corporation who is entitled to vote at themeeting with respect to the election of directors or the business to beproposed by such stockholder, as the case may be, who complies with the noticeprocedures set forth in clauses (2) and (3) of paragraph (A) of this Section2.03 and who is a stockholder of record at the time such notice is delivered tothe Secretary of the Corporation as provided below.

(2) For nominations or other business to be properlybrought before an annual meeting by a stockholder pursuant to clause (b) ofparagraph (A)(1) of this Section 2.03, the stockholder must have given timelynotice thereof in writing to the Secretary of the Corporation and such businessmust be a proper subject for stockholder action under the Delaware GeneralCorporation Law (the “GCL”). To be timely, a stockholder’s notice shall bedelivered to the Secretary of the Corporation at the principal executiveoffices of the Corporation not less than ninety (90) days nor more than onehundred and twenty (120) days prior to the first anniversary of the precedingyear’s annual meeting; provided, however, that if the date of the annualmeeting is advanced by more than thirty (30) days, or delayed by more thansixty (60) days, from such anniversary date, notice by the stockholder to betimely must be so delivered not earlier than one hundred and twentieth (120)day prior to such annual meeting and not later than the close of business onthe 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 suchmeeting is first made. Such stockholder’s notice shall set forth (a) as to eachperson whom the stockholder proposes to nominate for election or reelection asa director all information relating to such person that is required to bedisclosed in solicitations of proxies for election of directors, or isotherwise required, in each case pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), includingsuch person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected; (b) as to any other businessthat the stockholder proposes to bring before the meeting, a brief descriptionof the business desired to be brought before the meeting, the reasons forconducting such business at the meeting and any material interest in suchbusiness of such stockholder and the beneficial owner, if any, on whose behalfthe proposal is made; and (c) as to the stockholder giving the notice and thebeneficial 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’sbooks, and of such beneficial owner and (ii) the class and number of shares ofthe Corporation which are owned beneficially and of record by such stockholderand such beneficial owner.

(3) Notwithstanding anything in the second sentence ofparagraph (A)(2) of this Section 2.03 to the contrary, if the number ofdirectors to be elected to the Board of Directors is increased and there is nopublic announcement naming all of the nominees for director or specifying thesize of the increased Board of Directors made by the Corporation at leasteighty (80) days prior to the first anniversary of the preceding year’s annualmeeting, a stockholder’s notice required by paragraph (A)(2) of this Section2.03 shall also be considered timely, but only with respect to nominees for anynew positions created by such increase, if it shall be delivered to theSecretary of the Corporation at the principal executive offices of theCorporation not later than the close of business on the tenth (10th) day followingthe day on which such public announcement is first made by the Corporation.

(B) Special Meeting of Stockholders.

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Nominations of persons for election to the Board ofDirectors may be made at a special meeting of stockholders at which directorsare to be elected (i) by or at the direction of the Chairman of the Board orthe Board of Directors pursuant to a resolution adopted by a majority of theentire Board of Directors or (ii) by any stockholder of the Corporation who isentitled to vote at the meeting with respect to the election of directors, whocomplies with the notice procedures set forth in this paragraph (B) and who isa stockholder of record at the time such notice is delivered to the Secretaryof the Corporation as provided below. Nominations by stockholders of personsfor election to the Board of Directors may be made at such a special meeting ofstockholders if the stockholder’s notice as required by paragraph (A)(2) ofthis Section 2.03 shall be delivered to the Secretary of the Corporation at theprincipal executive offices of the Corporation not earlier than the one hundredand twentieth (120th) day prior to such special meeting and not later than theclose of business on the later of the ninetieth (90th) day prior to suchspecial meeting or the tenth (10th) day following the day on which publicannouncement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.

(C) General.

(1) Only persons who are nominated in accordance withthe procedures set forth in this Section 2.03 shall be eligible to serve asdirectors and only such business shall be conducted at a meeting ofstockholders as shall have been brought before the meeting in accordance withthe procedures set forth in this Section 2.03. Notwithstanding the foregoingprovisions of this Section 2.03, the Special Nominating Committee of the Boardshall have the power to nominate special independent directors, all as providedin the Certificate of Incorporation of the Corporation.

(2) Except as otherwise provided by law, theCertificate of Incorporation or this Section 2.03, the chairman of the meetingshall have the power and duty to determine whether a nomination or any businessproposed to be brought before the meeting was made in accordance with theprocedures set forth in this Section 2.03 and, if any proposed nomination orbusiness is not in compliance with this Section 2.03, to declare that suchdefective nomination or proposal shall be disregarded.

(3) For purposes of this Section 2.03, “publicannouncement” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or ina document publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(4) Notwithstanding the foregoing provisions of thisSection 2.03, a stockholder shall also comply with all applicable requirementsof the Exchange Act and the rules and regulations thereunder with respect tothe matters set forth in this Section 2.03. Nothing in this Section 2.03 shallbe deemed to affect any rights (i) of stockholders to request inclusion ofproposals in the Corporation’s proxy materials with respect to a meeting ofstockholders pursuant to Rule 14a-8 under Exchange Act or (ii) of the holdersof any series of Preferred Stock or any other series or class of stock as setforth in the Certificate of Incorporation to elect directors under specifiedcircumstances or to consent to specific actions taken by the Corporation.

SECTION 2.04. Election of Directors.  At eachmeeting of the stockholders for the election of directors, the holders ofCommon Stock shall be entitled, to elect the Corporation’s directors, with eachshare of Common Stock entitled to one vote, such directors to be elected by aplurality of the votes cast at such election by the holders of Common Stockentitled to vote.

SECTION 2.05. Annual and Regular Meetings.  Anannual meeting of the Board shall be held in each year on the day of the annualmeeting of the stockholders, at such time as is convenient either before orafter such meeting, at the place where such meeting is held or at such otherplace as may be fixed by the Board, and if so held no notice of such annualmeeting need be given to any director of the Corporation. If the annual meetingof the Board shall not be so held on the day of the annual meeting ofstockholders in any year, such meeting shall be held as soon thereafter aspracticable, upon the notice provided for in Section 2.06 of this Article II inthe case of special meetings, at such time and place (which may be within oroutside the State of Delaware) as may be specified in the notice or waiver ofnotice of such meeting. The Board from 

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time to time may provide for the holding of otherregular meetings of the Board and fix the time and place (which may be withinor outside of the State of Delaware) thereof. Notice of regular meetings shallnot be required to be given; provided, however, that in case the Board shallfix or change the time or place of regular meetings, notice of such actionshall be mailed promptly to each director who shall not have been present atthe meeting at which such action was taken, addressed to him at his usual placeof business. Any or all directors may participate in meetings of the Board orCommittees of the Board by means of conference telephone or by any means ofcommunication by which all persons participating in the meeting are able tohear each other, and such participation shall constitute presence in person atsuch meeting.

SECTION 2.06. Special Meetings; Notice.  Specialmeetings of the Board shall be held whenever called by the Chairman of theBoard, the President, the Chairman of the Executive Committee or by three ofthe directors at such time and place (which may be within or outside of theState of Delaware) as may be specified in the respective notices or waivers ofnotice thereof; provided that, if the Chairman is unable to serve by reason ofdeath, disability or other cause beyond his control, the available director whois most senior in terms of length of service as a director, or, if there ismore than one such available director of equal seniority, any such director,shall promptly call a special meeting of the Board to appoint an interim orreplacement chairman. Except as otherwise required by statute, notice of eachspecial meeting shall be mailed to each director addressed to him at his usualplace of business at least three days before the day on which the meeting is tobe held, or shall be sent to him at such place by telegram, cable, telex orfacsimile, or if such notice is not feasible, shall be given by telephone ortwo-way radio, or shall be delivered personally, not later than one day beforethe day on which the meeting is to be held; provided, however, that if themeeting is to be held outside the United States, the notice, if mailed, shallbe mailed at least ten days before the day on which the meeting is to be held,or, if sent by telegram, cable, telex or facsimile, or if such notice is notfeasible, by telephone or two-way radio, or delivered personally, not laterthan five days before the day on which the meeting is to be held. Notice of anyspecial meeting shall not be required to be given to any director who shallattend such meeting in person, or to any director who shall sign a waiver ofnotice of such meeting, whether before or after the time of such meeting; andany such meeting shall be a valid meeting without any notice thereof havingbeen given if all the directors shall be present thereat and none of them shallprotest such lack of notice prior to the conclusion of the meeting. Notice ofany adjourned meeting shall not be required to be given.

SECTION 2.07. Quorum.  At meetings of the Board,the presence of eight Directors shall be necessary and sufficient to constitutea quorum for the transaction of business and the affirmative vote of a majorityof the directors present shall be necessary for the adoption of any resolutionor the taking of any action unless the matter is one for which by expressprovision of the Certificate of Incorporation or of these By-laws, or by law, adifferent vote is required. In the absence of a quorum, a majority of thedirectors present may adjourn the meeting from time to time until a quorumshall be present.

SECTION 2.08. Organization.  The Chairman of theBoard, or in his absence the President, shall preside at all meetings of theBoard. If both are absent, the Board shall appoint a temporary chairman fromamong the directors present. The Board shall follow such order of business atits meetings as it may from time to time determine.

SECTION 2.09. Removal of Directors.  Anydirector may be removed at any time, either for or without cause, by theaffirmative vote in person or by proxy of stockholders holding of record in theaggregate a majority of the outstanding shares of the class of stock of theCorporation entitled to vote given at a special meeting of said stockholderscalled for that purpose; provided, however, that with respect to the removal ofspecial independent directors nominated in accordance with the provisions ofthe Corporation’s Certificate of Incorporation, a replacement specialindependent director shall be concurrently designated and elected in accordancewith the requirements of the Corporation’s Certificate of Incorporation.

SECTION 2.10. Resignations.  Any director mayresign at any time by giving written notice of such resignation to the Board,the Chairman of the Board, the President or the Secretary of the Corporation.Unless a subsequent time is specified in written 

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notice, such resignation shall take effect uponreceipt thereof by the Board or any such officer.

SECTION 2.11. Vacancies.  If any vacancy shalloccur in the Board by reason of death, resignation, disqualification, removalor other, the remaining directors shall continue to act. Subject to Section2.09 of this Article and the provisions of the Corporation’s Certificate ofIncorporation relating to special independent director vacancies, vacanciesshall be filled by the affirmative vote of a majority of the remainingdirectors then in office, even though less than a quorum of the Board. Anydirector elected in accordance with the preceding sentence shall hold officeuntil the next succeeding annual meeting of stockholders, or a special meetingat which directors are elected, and until such director’s successor shall havebeen duly elected and qualified.

SECTION 2.12. Compensation of Directors.  Eachdirector who is not compensated as an employee of the Company shall receivesuch compensation for attendance at meetings of the Board, or of any committeeappointed by the Board, as the Board may fix and determine from time to time.

SECTION 2.13. Designation as Director Emeritus. The Board may, in its sole discretion, grant the honorary title ofDirector Emeritus to a former director of the Corporation in recognition ofservice to the Corporation. Such title shall be honorary only, and a DirectorEmeritus shall not be a “Director” as that term is used in these By-Laws or inany document of the Corporation. Any such Director Emeritus shall have noduties or responsibilities to the Corporation, nor any authority to act onbehalf of the Corporation or receive any compensation from it solely by virtueof holding such title.

ARTICLE III.

EXECUTIVE COMMITTEE.

SECTION 3.01. Powers.  During the intervalsbetween meetings of the Board, the Executive Committee shall have and mayexercise all the powers and authority of the Board, except as prohibited bystatute, in the management of the business and affairs of the Corporation,including the power and authority of the Board to declare a dividend and toauthorize the issuance of stock, and may authorize the seal of the Corporationto be affixed to all papers which may require it. In the discretion of theBoard, the Executive Committee shall have such more limited or specific powersas the Board may from time to time designate.

SECTION 3.02. Designation of Members; Qualifications; Term of Office; AlternateMembers.  The Board, by resolution orresolutions passed in the manner provided in Section 2.07, shall designate fromamong its members an Executive Committee of five members, one of whom shall bethe President of the Corporation. The Board, by resolution or resolutionspassed in the manner provided in Section 2.07, shall designate, from among thefive designees to the Executive Committee, a Chairman of the ExecutiveCommittee. Thereafter, members of the Executive Committee shall be designatedannually, in like manner, at the annual meetings of the Board. Each member ofthe Executive Committee (whether designated at an annual meeting of the Boardor to fill a vacancy or otherwise) shall be and remain a director and shallhold office until his successor shall have been designated or until he shallcease to be a director or until his death or until he shall resign in themanner provided in Section 3.05 of this Article or shall have been removed inthe manner provided in Section 3.06 of this Article. The Board, by resolutionor resolutions passed in the manner provided in Section 2.07, may appointanother member of the Board to serve as an alternate to any director appointedto the Executive Committee. During any meeting of the Executive Committee whichshall be attended by an alternate so appointed and not attended by the memberfor whom such alternate was appointed as an alternate, the alternate shall bedeemed a member of the Executive Committee for all purposes in the place of themember for whom he was appointed an alternate.

SECTION 3.03. The Chairman of the Executive Committee. The Board, by resolution or resolutions passed in the manner provided inSection 2.07, shall designate, from among the five designees to the ExecutiveCommittee, a Chairman of the Executive Committee. The Chairman of the ExecutiveCommittee shall preside at all meetings of the Executive Committee and shallperform such other duties as are given to him by these By-Laws or as from timeto time may be assigned to him by the Board or the Executive Committee.

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SECTION 3.04. Meetings; Notices; Records.  TheExecutive Committee may hold regular and special meetings at such place orplaces (within or outside the State of Delaware) and at such time or times asit shall determine from time to time. Notice of regular meetings shall not berequired to be given; provided, however, that whenever the time or place ofregular meetings shall be fixed or changed, notice of such action shall bemailed promptly to each member who shall not have been present at the meetingat which such action was taken, addressed to him at his usual place ofbusiness. Notice of each special meeting shall be mailed to each memberaddressed to him at his usual place of business at least three days before theday on which the meeting is to be held, or shall be sent to him at such placeby telegram, cable, telex or facsimile, or if such notice is not feasible,shall be given by telephone or two-way radio, or shall be delivered to him personally,not later than two days before the day on which the meeting is to be held;provided, however, that if the meeting is to be held outside the United States,the notice, if mailed, shall be mailed at least ten days before the day onwhich the meeting is to be held, or, if sent by telegram, cable, telex orfacsimile, or if such notice is not feasible, by telephone or two-way radio, ordelivered personally, not later than five days before the day on which themeeting is to be held. Notice of any special meeting need not be given to anymember who (or the alternate of whom) shall attend such meeting in person, orwho shall sign a waiver of notice of such meeting, whether before or after thetime of such meeting; and any such meeting shall be a valid meeting without anynotice thereof having been given if all the members shall be present thereat (amember being deemed present if his alternate is present) and none of them shallprotest such lack of notice prior to the conclusion of the meeting. No notice needbe given to any alternate member, and no notice need be given of any adjournedmeeting. The Executive Committee shall keep a record of its proceedings.

SECTION 3.05. Quorum and Manner of Acting. (a)  At all meetings of theExecutive Committee the presence of at least four members shall be necessaryand sufficient to constitute a quorum for the transaction of business, and theaffirmative vote of all members who are present shall be necessary for theadoption of any resolution or the taking of any action. All questions on whichsuch a vote shall not have been obtained shall be referred to the Board.

(b) Minutes of all meetings of the Executive Committeewill be delivered to the entire Board. Copies of all materials submitted to theExecutive Committee will be made available to the entire Board.

SECTION 3.06. Resignations.  Any member of theExecutive Committee may resign at any time by giving written notice of suchresignation to the Board, the Chairman of the Board, the President or theSecretary of the Corporation. Unless otherwise specified in such writtennotice, such resignation shall take effect upon receipt thereof by the Board orany such officer.

SECTION 3.07. Removal.  Any member of theExecutive Committee may be removed at any time, either for or without cause, byresolution passed at any meeting of the Board in the manner provided in Section2.07.

SECTION 3.08. Vacancies.  If any vacancy shalloccur in the Executive Committee by reason of disqualification, death,resignation, removal or otherwise, the remaining members shall continue to actand such vacancy may be filled at any meeting of the Board by resolution passedin the manner provided in Section 2.07.

ARTICLE IV.

OTHER COMMITTEES.

SECTION 4.01. Committees of the Board.  TheBoard, by resolution passed in the manner provided in Section 2.07, may appointfrom among its members one or more additional committees, each of which shallhave at least two members and each of which, to the extent provided in theresolution, shall have and may exercise all the authority of the Board exceptas otherwise provided by statute. Such committee or committees shall have suchname or names as may be determined from time to time by resolution adopted bythe Board, and the quorum for the Audit Committee shall be the presence inperson or by telephone of one member, but in no case less than one-third of thetotal number of members of the Audit Committee.

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ARTICLE V.

OFFICERS.

SECTION 5.01. Number.  The Board of Directorsmay elect a Chairman of the Board, who shall be a director, and shall elect aPresident, who shall be a director, one or more Vice Presidents, a Treasurer, aComptroller, a Secretary and a General Auditor. The Board of Directors mayelect such other officers as may be appointed in accordance with the provisionsof Section 5.03. In addition, the Board may designate one or more of the VicePresidents as Executive Vice President or Senior Vice President. Any two ormore offices may be held by the same person but no officer shall execute,acknowledge, or verify any instrument in more than one capacity if suchinstrument is required by law or the By-Laws to be executed, acknowledged, orverified by two or more officers.

SECTION 5.02. Election, Term of Office and Qualifications.  Each officer (except such officers as may beappointed in accordance with the provisions of Section 5.03) shall be electedby the Board annually at its annual meeting, provided, however, that officersmay be elected at any meeting of the Board to fill vacancies or additional offices.Each such officer (whether chosen at an annual meeting of the Board or to filla vacancy or otherwise) shall hold office until the next annual meeting of theBoard and until his successor shall have been elected and qualified, or untilhis death, or until he shall resign in the manner provided in Section 5.04 orshall have been removed in the manner provided in 5.05.

SECTION 5.03. Appointed Officers and Agents.  Inaddition to the officers of the Corporation to be elected pursuant to Section5.02, the Board, or the Chairman of the Board or the President with theapproval of the Board, may from time to time appoint such other officers andagents as the Board or the officer making such appointment may deem necessaryor advisable, to hold office for such period, have such authority and performsuch duties as may be determined from time to time by the Board or the officermaking such appointment.

SECTION 5.04. Resignations.  Any officer mayresign at any time by giving written notice of such resignation to the Board,the Chairman of the Board, the President or the Secretary. Unless a subsequenttime is specified in such written notice, such resignation shall take effectupon receipt thereof.

SECTION 5.05. Removal.  All officers, exceptthose appointed in accordance with the provisions of Section 5.03, may beremoved, either for or without cause, at any meeting of the Board called forthat purpose, by resolution passed by a vote of a majority of the entire Board.The officers and agents appointed in accordance with the provisions of Section5.03 may be removed, either for or without cause, at any meeting of the Boardby resolution passed by a majority of a quorum, or by any superior officer oragent upon whom such power of removal shall have been conferred by the Board.

SECTION 5.06. Vacancies.  A vacancy in anyoffice by reason of death, resignation, removal, disqualification or any othercause shall be filled in the manner provided in this Article V for election orappointment to such office.

SECTION 5.07. The Chairman of the Board.  TheChairman of the Board, if one shall have been elected, shall preside at allmeetings of the stockholders and of the Board. He may sign certificatesrepresenting stock of the Corporation, the issuance of which shall have beenauthorized by the Board.  He shallperform such other duties as are required of him by these By-Laws or as fromtime to time may be assigned to him by the Board. Subject to the discretion ofthe Board, the Chairman of the Board may be designated by the Board as thechief executive officer of the Corporation.

SECTION 5.08. The President.  Unless the Boardof Directors otherwise determines, the President shall be the chief executiveofficer of the Corporation.  Subject tothe direction of the Board and the Chairman of the Board, he shall have generalcharge of the business, affairs and property of the Corporation and generalsupervision over its officers and agents. He shall see that all orders and resolutions of the Board are carriedinto effect.  Unless the Board ofDirectors otherwise determines, in the absence or in the case of the death ordisability of the Chairman of the Board, or in the event of and during theperiod of a vacancy in that office, he shall have and exercise all powers ofthe Chairman of the Board.  He may signcertificates of stock of the Corporation, the issuance of which shall have beenauthorized by the Board. From time to time he shall report to the Board allmatters within his knowledge which the interests of the Corporation may requireto be brought to its notice.  He shallperform 

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such other duties as are given to him by these By-Lawsor as may from time to time be assigned to him by the Board or the Chairman ofthe Board.

SECTION 5.09. Absence of the Chairman and President. In the absence or in the case of the death or disability of the Chairmanof the Board and the President, any officer designated by the Chairman of theBoard or by the Board shall perform the duties of the Chairman of the Boardand, when so acting, such officer shall have and exercise all the powers of theChairman of the Board.

SECTION 5.10. The Vice Presidents.  EachExecutive Vice President, Senior Vice President and Vice President shall havethe power of signing deeds, contracts and other instruments requiring executionby the Corporation, and shall perform such other duties as shall be assigned tohim by the Chairman of the Board or President from time to time.  Any Executive Vice President, Senior VicePresident or Vice President may sign certificates representing stock of theCorporation the issuance of which shall have been authorized by the Board.  One of the Vice Presidents, as designatedfrom time to time by the Chairman of the Board, shall act as the custodian ofall deeds, leases, contracts and other legal documents and all other importantpapers and records of the Corporation which are delivered to him forsafekeeping.

SECTION 5.11. The Treasurer.  The Treasurershall

(a) have charge of and be responsible for the funds ofthe Corporation;

(b) cause the moneys of the Corporation to bedeposited in the name and to the credit of the Corporation in such banks ortrust companies or with such bankers or other depositaries as shall be selectedin accordance with Section 6.03 or to be otherwise dealt with in such manner asthe Board may direct;

(c) render to the Chairman of the Board, the Presidentor the Board, whenever requested, a statement of all his transactions asTreasurer;

(d) sign (unless the Secretary, an Assistant Secretaryor an Assistant Treasurer shall sign) certificates representing stock of theCorporation the issuance of which shall have been authorized by the Board; and

(e) in general, perform all duties incident to theoffice of Treasurer and such other duties as are required of him by theseBy-Laws or as from time to time may be assigned to him by the Board, theChairman of the Board or the President.

SECTION 5.12. The Comptroller.  The Comptrollershall be the chief accounting officer of the Corporation. He shall

(a) establish and maintain accounting policies,practices and procedures, including an adequate system of internal controls tosafeguard the assets and properly determine the liabilities of the Corporation;

(b) cause appropriate accounting records to bemaintained and reports rendered;

(c) establish and administer the tax policy, planningand compliance functions;

(d) prepare appropriate financial reports forgovernment agencies, stockholders, creditors and stock exchanges;

(e) be the custodian of all securities, negotiable instrumentsand other like assets of the Corporation;

(f)  beempowered from time to time to require from any and all officers or agents ofthe Corporation reports or statements giving such information as he may desirewith respect to any and all transactions of the Corporation;

(g) render to the Chairman of the Board, the Presidentor the Board, whenever requested, such statements and accounts as may berequired; and

(h) in general, perform all duties incident to theoffice of Comptroller and such other duties as are required of him by theseBy-Laws or as from time to time may be assigned to him by the Board, theChairman of the Board or the President.

SECTION 5.13. The Secretary.  The Secretaryshall

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(a)  record allvotes and the minutes of all meetings of the stockholders and the Board, and ofcommittees of directors when required, in a book or books to be kept for thatpurpose;

(b)  cause allnotices to be duly given in accordance with the provisions of these By-Laws andas required by statute;

(c)  be custodianof the seal of the Corporation, and cause such seal or a facsimile thereof tobe affixed to all certificates representing stock of the Corporation prior tothe issuance thereof and to all instruments the execution of which on behalf ofthe Corporation under its seal shall have been duly authorized in accordancewith these By-Laws;

(d)  see thatthe books, reports, statements, certificates and other documents and records,other than the financial and stock books, required by statute, are properly keptand filed;

(e)  sign(unless the Treasurer, an Assistant Treasurer or Assistant Secretary shallsign) certificates representing stock of the Corporation the issuance of whichshall have been authorized by the Board; and

(f)   ingeneral, perform all duties incident to the office of Secretary and such otherduties as are required of him by these By-Laws or as from time to time may beassigned to him by the Board, the Chairman of the Board or the President.

SECTION 5.14. General Auditor.  The General Auditorshall be the chief auditing officer of the Corporation.  He shall determine the adequacy of the systemof internal control, investigate compliance with Corporation policy andprocedures, verify the existence of assets of the Corporation, see that propersafeguards are maintained to prevent or discover fraud and check on thereliability of the accounting and reporting system.  He shall render such reports as may berequested, and perform such other duties as may be assigned to him, by theBoard, the Chairman of the Board or the President.

ARTICLE VI.

EXECUTION OF INSTRUMENTS,BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS.

SECTION 6.01. Execution of Instruments.  Alldeeds, contracts and other instruments requiring execution by the Corporationshall be signed by the Chairman of the Board, the President, the Chairman ofthe Executive Committee, an Executive Vice President, a Senior Vice President,a Vice President, or the Treasurer, and attested or countersigned by theComptroller, an Assistant Comptroller, the Secretary, an Assistant Secretary,or an Assistant Treasurer; provided, however, that authority to sign any deeds,contracts or other instruments requiring execution by the Corporation may beconferred by the Board upon any person or persons whether or not such person orpersons be officers of the Corporation; and provided, further, that theChairman of the Board, the President, the Chairman of the Executive Committeeand any Executive Vice President may delegate, from time to time, by instrumentin writing, all or any part of his or her authority to any other person orpersons. Such authority may be general or confined to specific instances.

SECTION 6.02. Indebtedness.  When so authorizedby the Board, any officer or agent of the Corporation may effect loans andadvances at any time for the Corporation secured by mortgage or pledge of theCorporation’s property or otherwise, and may do every act and thing necessaryor proper in connection therewith.  Suchauthority may be general or confined to specific instances.

SECTION 6.03. Deposits.  All funds of theCorporation not otherwise employed shall be deposited from time to time to itscredit in such banks or trust companies or with such bankers or otherdepositaries as the Board may select, or as may be selected by any officer orofficers, or agent or agents, authorized so to do by the Board.

SECTION 6.04. Checks, Drafts, etc.  All notes,drafts, acceptances, checks, endorsements, and all evidences of indebtedness ofthe Corporation whatsoever, shall be signed by such officer or officers or suchagent or agents of the Corporation and in such manner as the Board from time totime may determine.

SECTION 6.05. Proxies.  Proxies to vote withrespect to shares of stock of other corporations owned by or standing in thename of the Corporation may be executed and

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deliveredfrom time to time on behalf of the Corporation by the Chairman of the Board,the President, the Chairman of the Executive Committee, an Executive VicePresident, a Senior Vice President, a Vice President or the Treasurer, andattested or countersigned by the Secretary or an Assistant Secretary of theCorporation, or by any other person or persons thereunto authorized by theBoard.

ARTICLE VII.

SHARES OF STOCK.

SECTION 7.01. Certificates of Stock.  Everyholder of stock in the Corporation shall be entitled to have a certificate,signed by the Chairman of the Board, the President, an Executive VicePresident, a Senior Vice President, or a Vice President, and by the Treasurer,an Assistant Treasurer, the Secretary, or an Assistant Secretary (or signed insuch other manner as may be required or permitted by statute) certifying thenumber of shares owned by him in the Corporation.  Each such certificate shall be signed by theCorporation’s transfer agent or an assistant transfer agent and by the Corporation’sregistrar, at least one of whom shall not be an officer or employee of theCorporation.  Any such signature requiredhereunder may be facsimile; and in case any officer, transfer agent, assistanttransfer agent or registrar whose facsimile signature has been used on any suchcertificate shall cease to hold such office before it shall have been issued,such certificate shall nevertheless be deemed adopted and approved by theCorporation for issuance and delivery thereafter.  Certificates representing shares of stock ofthe Corporation shall be in such form as shall have been approved by the Boardand the seal of the Corporation or a facsimile thereof shall be affixedthereto.  There shall be entered upon thestock books of the Corporation at the time of issuance of each share the numberof the certificate issued, the name of the person owning the shares representedthereby, the number and class of such shares and the date of issuancethereof.  Every certificate exchanged orreturned to the Corporation shall be marked “Canceled,” with the date ofcancellation indicated thereon.

SECTION 7.02. Transfer of Stock.  Transfer ofshares of the stock of the Corporation shall be made on the books of theCorporation by the holder of record thereof, or by his attorney thereunto dulyauthorized by a power of attorney duly executed in writing and filed with theSecretary, and on surrender of the certificate or certificates representingsuch shares.  The Corporation shall beentitled to treat the holder of record of any share or shares of stock as theabsolute owner thereof for all purposes, and accordingly shall not be bound torecognize any legal, 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 orother notice thereof, except as otherwise expressly provided by the statutes ofthe State of Delaware.

SECTION 7.03. Regulations.  Subject to theprovisions of this Article VII, the Board may make such rules and regulationsas it may deem expedient concerning the issuance, transfer and registration ofcertificates for shares of the stock of the Corporation.

SECTION 7.04. Transfer Agents and Registrars. The Board shall appoint one or more transfer agents and one or moreregistrars with respect to the certificates representing shares of stock of theCorporation and all such certificates shall bear the signatures of at least onetransfer agent and one registrar.

SECTION 7.05. Fixing of Record Date.  For thepurpose of determining the stockholders entitled to notice of or to vote at anymeeting of stockholders or any adjournment thereof, or to express consent to ordissent from any proposal without a meeting, or for the purpose of determiningstockholders entitled to receive payment of any dividend or allotment or anyright, or for the purpose of any other action, the Board may fix, in advance, adate as the record date for any such determination of stockholders. Such dateshall not be more than sixty nor less than ten days before the date of suchmeeting, nor more than sixty days prior to any other action.

SECTION 7.06. Lost or Destroyed Certificates. The holder of any shares of stock of the Corporation shall immediatelynotify the Corporation and its transfer agents and registrars, if any, of anyloss or destruction of the certificate representing the same. The Corporationmay issue a new certificate in the place of any certificate theretofore issuedby it alleged to have been lost or destroyed, and the Board may require theowner of the lost or destroyed certificate or his legal representatives to 

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give the Corporation a bond in such sum or withoutlimit as to amount as the Board may direct, and with such surety or sureties asmay be satisfactory to the Board, to indemnify the Corporation against anyclaim that may be made against it or any such transfer agent or registrar withrespect to any such certificate alleged to have been lost or destroyed. A newcertificate may be issued without requiring any Bond when, in the judgment ofthe Board, it is proper so to do.

ARTICLE VIII.

MISCELLANEOUS.

SECTION 8.01. Offices.  The Corporation mayestablish and maintain one or more offices outside of the State of Delaware, insuch places as the Board from time to time may deem advisable.

SECTION 8.02. Corporate Seal.  The corporateseal shall be circular in form and shall bear the name of the Corporation andshall otherwise be in such form as shall have been or shall be approved fromtime to time by the Board.

SECTION 8.03. Fiscal Year.  The fiscal year ofthe Corporation shall begin on the first day of January in each year and shallend on the thirty-first day of the following December.

SECTION 8.04. Word Usage.  Use of the masculinepronoun shall be deemed to include usage of the feminine pronoun where appropriate.

SECTION 8.05. Amendments.  These By-Laws may bealtered or amended at any meeting of the stockholders (annual or special) atwhich a quorum is present, if notice of the proposed alteration or amendment becontained in the notice of the meeting, by the affirmative vote of the holdersof at least a majority of the voting power of all shares of Common Stock of theCorporation entitled to vote generally in the election of directors, or at anyregular or special meeting of the Board; provided, however, that Article IXshall not be altered, amended or repealed, and no provision inconsistent withits provisions shall be adopted, except in accordance with the provisions ofSection 9.17 therein.

ARTICLE IX.

INDEMNIFICATION.

SECTION 9.01. General.  The Corporation shallindemnify against Liabilities (as hereinafter defined) and advance Expenses (ashereinafter defined) to an Indemnitee (as hereinafter defined) to the fullestextent permitted by applicable law and as provided in this Article.

SECTION 9.02. Proceedings Other Than Proceedings by or in the Right of theCorporation.  An Indemnitee shall beentitled to the indemnification provided in this Section 9.02 if, by reason ofhis being or having been a Corporate Agent (as hereinafter defined), he is, oris threatened to be made, a party to any threatened, pending or completedProceeding (as hereinafter defined), other than a Proceeding by or in the rightof the Corporation. Pursuant to this Section 9.02, an Indemnitee shall beindemnified against Expenses and Liabilities actually and reasonably incurredby him or on his behalf in connection with such Proceeding or any claim, issueor matter therein, if he acted in good faith and in a manner he reasonablybelieved to be in or not opposed to the best interests of the Corporation, and,with respect to any criminal Proceeding, had no reasonable cause to believe hisconduct was unlawful.

SECTION 9.03. Proceedings by or in the Right of the Corporation.  An Indemnitee shall be entitled to theindemnification provided in this Section 9.03 if, by reason of his being orhaving been a Corporate Agent, he is, or is threatened to be made, a party toany threatened, pending or completed Proceeding brought by or in the right ofthe Corporation to procure a judgment in its favor. Pursuant to this Section9.03, an Indemnitee shall be indemnified against Expenses actually andreasonably incurred by him or on his behalf in connection with such Proceedingand against any amount paid in settlement of such Proceeding if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation. Notwithstanding the foregoing, noindemnification against such Expenses shall be made in respect of any claim,issue or matter in such Proceeding as to which the Indemnitee 

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shall have been adjudged to be liable to theCorporation, unless and only to the extent that the Court of Chancery of theState of Delaware or the court in which such Proceeding was brought shalldecide that, despite the adjudication of liability, the Indemnitee is fairlyand reasonably entitled to indemnity for such Expenses in view of all thecircumstances of the case; provided further, that, with respect toindemnification for settlement of any such Proceeding, the Corporation shallprovide indemnification only if either the amount paid in settlement isreasonable under all the facts and circumstances, including its relationship tothe estimated expense of litigating the Proceeding to conclusion, or the Courtof Chancery of the State of Delaware, or the court in which such Proceeding wasbrought or is pending, shall determine, upon application, that in view of allthe circumstances of the case, the Indemnitee is fairly and reasonably entitledto indemnification for such settlement. No indemnification for amounts paid insettlement of any such Proceeding shall be required unless the Corporation hasgiven its prior consent to such settlement.

SECTION 9.04. Indemnification for Expenses of a Party Who is Wholly or PartiallySuccessful.  Notwithstanding any otherprovision of this Article, to the extent that an Indemnitee is, by reason ofhis being or having been a Corporate Agent, a party to any Proceeding and issuccessful, on the merits or otherwise, in such Proceeding, he shall beindemnified against all Expenses actually and reasonably incurred by him or onhis behalf in connection therewith. If an Indemnitee is not wholly successfulin such Proceeding but is successful, on the merits or otherwise, as to one ormore but less than all claims, issues or matters in such Proceeding, theCorporation shall indemnify such Indemnitee against all Expenses actually andreasonably incurred by him or on his behalf in connection with eachsuccessfully resolved claim, issue or matter. For purposes of this Section 9.04 and without limitation, thetermination of any claim, issue or matter in such a Proceeding by dismissal,with or without prejudice, shall be deemed to be a successful result as to suchclaim, issue or matter.

SECTION 9.05. Indemnification for Expenses of a Witness.  Notwithstanding any other provision of thisArticle, to the extent that an Indemnitee is, by reason of his being or havingbeen a Corporate Agent, a witness in any Proceeding, he shall be indemnifiedagainst all Expenses actually and reasonably incurred by him or on his behalfin connection therewith.

SECTION 9.06. Advancement of Expenses.  TheCorporation shall advance all reasonable Expenses incurred by or on behalf ofan Indemnitee in connection with any Proceeding upon the receipt by theCorporation of a statement or statements from the Indemnitee requesting suchadvance or advances from time to time, whether prior to or after finaldisposition of such Proceeding.  Suchstatement or statements shall reasonably evidence the Expenses incurred by theIndemnitee or refer to invoices or bills for Expenses furnished or to befurnished directly to the Corporation, and shall include or be preceded oraccompanied by an undertaking by or on behalf of the Indemnitee to repay anyExpenses advanced unless it shall ultimately be determined pursuant to Section9.07 of this Article that the Indemnitee is entitled to be indemnified againstsuch Expenses.

SECTION 9.07. Procedure for Determination of Entitlement to Indemnification.

(a)   To obtainindemnification under this Article, an Indemnitee shall submit to theCorporation a written request for indemnification, and provide for thefurnishing to the Corporation of such documentation and information as isreasonably available to the Indemnitee and is reasonably necessary to determinewhether and to what extent the Indemnitee is entitled to indemnification.  The Secretary of the Corporation shall,promptly upon receipt of such a request for indemnification, advise the Boardin writing that the Indemnitee has requested indemnification.

(b)  Uponwritten request by an Indemnitee for indemnification pursuant to Section9.07(a) hereof, a written determination with respect to the Indemnitee’sentitlement thereto shall be made:  (i)if a Change in Control (as hereinafter defined) shall have occurred, byIndependent Counsel (as hereinafter defined); (ii) if a Change in Control shallnot have occurred, (A) by the Board by a majority vote of the DisinterestedDirectors (as hereinafter defined) even though less than a quorum, or (B) by amajority vote of a quorum of Disinterested Directors on a Committee of theBoard, or (C) by Independent Counsel; and, if it is so determined that theIndemnitee is entitled to indemnification, payment to the Indemnitee shall bemade in a timely fashion. An Indemnitee shall cooperate with the person,persons or entity making such determination 

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withrespect to the Indemnitee’s entitlement to indemnification, including providingto such person, persons or entity upon reasonable advance request anydocumentation or information which is not privileged or otherwise protectedfrom disclosure and which is reasonably available to the Indemnitee andreasonably necessary to such determination. Any costs or expenses (includingattorneys’ fees and disbursements) incurred by an Indemnitee in so cooperatingwith the person, persons or entity making such determination shall be borne bythe Corporation (irrespective of the determination as to an Indemnitee’sentitlement to indemnification).

(c)   In theevent the determination of entitlement is to be made by Independent Counselpursuant to Section 9.07(b) of this Article, the Independent Counsel shall beselected as provided in this Section 9.07(c). If a Change in Control shall nothave occurred, the Independent Counsel shall be selected by the Board or aCommittee thereof, and the Corporation shall give written notice to theIndemnitee advising him of the identity of the Independent Counsel so selected.If a Change of Control shall have occurred, the Independent Counsel shall beselected jointly by the Indemnitee and the Board or a Committee thereof. In theevent that the Board or a Committee thereof cannot agree with the Indemnitee onthe choice of Independent Counsel, such Counsel shall be selected by the Boardor a Committee thereof from among the New York City law firms having more than100 attorneys. The Corporation shall pay any and all reasonable fees andexpenses of Independent Counsel incurred by such Independent Counsel inconnection with acting pursuant to Section 9.07(b) hereof, and the Corporationshall pay all reasonable fees and expenses incident to the procedures of thisSection 9.07(c), regardless of the manner in which such Independent Counsel wasselected or appointed.

SECTION 9.08. Presumptions and Effect of Certain Proceedings.

(a)   If aChange in Control shall have occurred, in making a determination with respectto entitlement to indemnification hereunder, the person, persons or entitymaking such determination shall presume that an Indemnitee is entitled toindemnification under this Article if the Indemnitee has submitted a requestfor indemnification in accordance with Section 9.07(a) of this Article, and theCorporation shall have the burden of proof to overcome that presumption inconnection with the making by any person, persons or entity of anydetermination contrary to that presumption.

(b)  If theperson, persons or entity empowered or selected under Section 9.07 of thisArticle to determine whether an Indemnitee is entitled to indemnification shallnot have made such determination in a timely fashion after receipt by theCorporation of the request therefor, the requisite determination of entitlementto indemnification shall be deemed to have been made and the Indemnitee shallbe entitled to indemnification, absent (i) a misstatement by the Indemnitee ofa material fact, or an omission of a material fact necessary to make theIndemnitee’s statement not materially misleading, in connection with therequest for indemnification, or (ii) a prohibition of such indemnificationunder applicable law.

(c)   Thetermination of any Proceeding or of any claim, issue or matter therein byjudgment, order, settlement or conviction, or upon a plea of nolo contendere orits equivalent, shall not (except as otherwise expressly provided in thisArticle) of itself adversely affect the right of an Indemnitee toindemnification or create a presumption that an Indemnitee did not act in goodfaith and in a manner which he reasonably believed to be in or not opposed tothe best interests of the Corporation or, with respect to any criminalProceeding, that an Indemnitee had reasonable cause to believe that his conductwas unlawful.

(d)  EveryIndemnitee shall be presumed to have relied upon this Article in serving orcontinuing to serve as a Corporate Agent.

SECTION 9.09. Indemnification of Estate; Standards for Determination.  If an Indemnitee is deceased and would havebeen entitled to indemnification under any provision of this Article, theCorporation shall indemnify the Indemnitee’s estate and his spouse, heirs,administrators and executors. When the Board, a Committee thereof orIndependent Counsel acting in accordance with Section 9.07 of this Article indetermining the availability of indemnification under Sections 9.02, 9.03, 9.04or 9.05 and when an Indemnitee is unable to testify on his own behalf by reasonof his death or mental or physical incapacity, said Board, Committee or Counselshall deem the 

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Indemnitee to have satisfied applicable standards setforth in Sections 9.02, 9.03, 9.04 or 9.05 unless it is affirmativelydemonstrated by clear and convincing evidence that indemnification is notavailable under Sections 9.02, 9.03, 9.04 or 9.05. When requested in writing bythe spouse of an Indemnitee and/or the heirs, executors or administrators of anIndemnitee’s estate, the Corporation shall provide appropriate evidence of thisBy-Law.

SECTION 9.10. Limitation of Actions and Release of Claims.  No legal action shall be brought and no causeof action shall be asserted by or on behalf of the Corporation or itsaffiliates (as hereinafter defined) against an Indemnitee, his spouse, heirs,executors or administrators after the expiration of two years from the date theIndemnitee ceases (for any reason) to serve as a Corporate Agent, and any claimor cause of action of the Corporation or its affiliates shall be extinguishedand deemed released unless asserted by filing of a legal action within suchtwo-year period.

SECTION 9.11. Other Rights and Remedies of Indemnitee.

(a) The Corporation, on behalf of Indemnitees, mayarrange for such insurance covering such Liabilities and Expenses arising fromactions or omissions of an Indemnitee in his capacity as a Corporate Agent asis obtainable and is reasonable and appropriate in cost and amount.

(b) In the event that (i) a determination is madepursuant to Section 9.07 of this Article that an Indemnitee is not entitled toindemnification under this Article, (ii) advancement of Expenses is not timelymade pursuant to Section 9.06 of this Article, (iii) the determination ofentitlement to indemnification is to be made by Independent Counsel pursuant toSection 9.07(b) of this Article and such determination shall not have been madeand delivered in a written opinion in a timely fashion after receipt by theCorporation of the request for indemnification, (iv) payment of indemnificationis not made pursuant to Section 9.05 of this Article in a timely fashion afterreceipt by the Corporation of a written request therefor, or (v) payment ofindemnification is not made in a timely fashion after a determination has beenmade that an Indemnitee is entitled to indemnification or such determination isdeemed to have been made pursuant to Section 9.08 of this Article, theIndemnitee shall be entitled to an adjudication in the Court of Chancery of theState of Delaware, or in any other court of competent jurisdiction, of hisentitlement to such indemnification or advancement of Expenses. Alternatively,the Indemnitee, at his option, may seek an award in arbitration to be conductedby a single arbitrator pursuant to the rules of the American ArbitrationAssociation. The Indemnitee shall commence such proceeding seeking anadjudication or an award in arbitration in a timely manner following the dateon which the Indemnitee first has the right to commence such Proceedingpursuant to this Section 9.11(b). The Corporation shall not oppose theIndemnitee’s right to seek any such adjudication or award in arbitration.

(c) In the event that a determination shall have beenmade pursuant to Section 9.07 of this Article that an Indemnitee is notentitled to indemnification, any judicial proceeding or arbitration commencedpursuant to this Section 9.11 shall be conducted in all respects as a de novotrial or arbitration on the merits, and the Indemnitee shall not be prejudicedby reason of that adverse determination. If a Change in Control shall haveoccurred, in any judicial proceeding or arbitration commenced pursuant to thisSection 9.11 the Corporation shall have the burden of proving that theIndemnitee is not entitled to indemnification or advancement of Expenses, asthe case may be.

(d) If a determination shall have been made or deemedto have been made pursuant to Sections 9.07 or 9.08 of this Article that anIndemnitee is entitled to indemnification, the Corporation shall be bound bysuch determination in any judicial proceeding or arbitration commenced pursuantto this Section 9.11, absent (i) a misstatement by the Indemnitee of a materialfact, or an omission of a material fact necessary to make the Indemnitee’sstatement not materially misleading, in connection with the request forindemnification, or (ii) a prohibition of such indemnification under applicablelaw.

(e) The Corporation shall be precluded from assertingin any judicial proceeding or arbitration commenced pursuant to this Section9.11 that the procedures and presumptions of this Article are not valid,binding and enforceable and shall stipulate in any such court or before anysuch arbitrator that the Corporation is bound by all the provisions of thisArticle.

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(f) In the event that an Indemnitee, pursuant to thisSection 9.11, seeks a judicial adjudication of, or an award in arbitration to enforcehis rights under, or to recover damages for breach of, this Article, theIndemnitee shall be entitled to recover from the Corporation, and shall beindemnified by the Corporation against, any and all expenses (of the typesdescribed in the definition of Expenses in Section 9.15 of this Article)actually and reasonably incurred by him in such judicial adjudication orarbitration, but only if he prevails therein. If it shall be determined in saidjudicial adjudication or arbitration that the Indemnitee is entitled to receivepart but not all of the indemnification or advancement of Expenses sought, theExpenses incurred by the Indemnitee in connection with such judicialadjudication or arbitration shall be appropriately prorated.

SECTION 9.12. Non-Exclusivity; Survival of Rights; Subrogation.

(a) The rights of indemnification and to receiveadvancement of Expenses as provided by this Article shall not be deemedexclusive of any other rights to which an Indemnitee may at any time beentitled under applicable law, the Certificate of Incorporation of theCorporation or any affiliate, the By-Laws of the Corporation or any affiliate,any agreement, any insurance policy maintained or issued, directly orindirectly, by the Corporation or any affiliate, a vote of stockholders, aresolution of Disinterested Directors, or otherwise. No amendment, alterationor repeal of this Article or of any provision hereof shall be effective as toany Indemnitee with respect to any action taken or omitted by such Indemnitee asa Corporate Agent prior to such amendment, alteration or repeal. The provisionsof this Article shall continue as to an Indemnitee whose status as a CorporateAgent has ceased and shall inure to the benefit of his heirs, executors andadministrators.

(b) In the event of any payment under this Article,the Corporation shall be subrogated to the extent of such payment to all of therights of recovery of the Indemnitee, who shall execute all papers required andtake all action necessary to secure such rights, including execution of suchdocuments as are necessary to enable the Corporation to bring suit to enforcesuch rights.

(c) The Corporation shall not be liable under thisArticle to make any payment of amounts otherwise indemnifiable hereunder if andto the extent that the Indemnitee has otherwise actually received such paymentunder any insurance policy, contract, agreement or otherwise.

SECTION 9.13. Severability.  If any provision orprovisions of this Article shall be held to be invalid, illegal or unenforceablefor any reason whatsoever:  (a) thevalidity, legality and enforceability of the remaining provisions of thisArticle (including without limitation, each portion of any Section of thisArticle containing any such provision held to be invalid, illegal orunenforceable, that is not itself invalid, illegal or unenforceable) shall notin any way be affected or impaired thereby; and (b) to the fullest extentpossible, the provisions of this Article (including, without limitation, eachportion of any Section of this Article containing any such provision held to beinvalid, illegal or unenforceable, that is not itself invalid, illegal orunenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable.

SECTION 9.14. Certain Persons Not Entitled to Indemnification or Advancement ofExpenses.  Except as expressly providedin Section 9.11(b) and (f) of this Article, no person shall be entitled toindemnification or advancement of Expenses under this Article with respect toany Proceeding, or any claim therein, brought or made by him against theCorporation.

SECTION 9.15. Definitions.  For purposes of thisArticle:

(a) Affiliate of a Person shall mean any Person (otherthan the Corporation) that directly or indirectly through one or moreintermediaries controls, is controlled by, or is under common control with, thefirst Person. For the purposes of the above definition, the term “control”(including, with correlative meaning, the terms “controlled by” and “undercommon control with”), shall mean the possession, directly or indirectly, ofmore than 50% of the then outstanding voting stock entitled to elect directorsof such Person. “Person” shall mean any natural person, firm, partnership, association,corporation, company, trust, business trust, joint venture, unincorporatedorganization or government or any department or agency thereof.

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(b) “affiliate” and “associate” shall have themeanings given such terms under Rule 405 under the Securities Act of 1933, asamended.

(c) “Change in Control” shall mean either:

(i) a change in the membership of the Board such thatone-half or more of its members were neither recommended nor elected to theBoard by Grupo Mexico S.A. de C.V. or its Affiliates; or

(ii) Grupo Mexico S.A. de C.V. and its Affiliatescease to own at least 51% of the shares of Common Stock of the Corporation.

(d) “Corporate Agent” is a person who is or was adirector, officer, employee, agent or fiduciary of the Corporation or of anyother corporation, partnership, joint venture, trust, employee benefit plan orother enterprise which such person is or was serving at the request of theCorporation.

(e) “Disinterested Director” means a director of theCorporation who is not and was not a party to the Proceeding in respect ofwhich indemnification is sought by an Indemnitee.

(f) “Expenses” shall include all reasonable costs,disbursements and counsel fees.

(g) “Indemnitee” includes any person who is, or isthreatened to be made, a witness in or a party to any Proceeding as describedin Sections 9.02, 9.03, 9.04 or 9.05 of this Article by reason of his being orhaving been a Corporate Agent.

(h) “Independent Counsel” means a law firm, or amember of a law firm, that is experienced in matters of corporation law andneither presently is, nor in the past five years has been, retained torepresent:  (i) the Corporation or theIndemnitee or any affiliate or associate of any such person, in any mattermaterial to any such person; or (ii) any other party to the Proceeding givingrise to a claim for indemnification hereunder. Notwithstanding the foregoing,the term “Independent Counsel” shall not include any person who, under theapplicable standards of professional conduct then prevailing, would have aconflict of interest in representing either the Corporation or the Indemniteein an action to determine the Indemnitee’s rights under this Article.

(i) “Liabilities” shall mean amounts paid or incurredin satisfaction of settlements, judgments, awards, fines and penalties.

(j) “Proceeding” includes any action, suit,arbitration, alternate dispute resolution mechanism, investigation,administrative hearing or any other proceeding whether civil, criminal,administrative or investigative, except one initiated by an Indemnitee pursuantto Section 9.11 of this Article to enforce his rights under this Article.

SECTION 9.16. Notices.  Any notice, request orother communication required or permitted to be given to the Corporation underthis Article shall be in writing and either delivered in person or sent bytelex, telegram or certified or registered mail, postage prepaid, returnreceipt requested, to the Secretary of the Corporation and shall be effectiveonly upon receipt by the Secretary.

SECTION 9.17. Amendments.  This Article may beamended or repealed only by action of the Board approved by the favorable voteof a majority of the votes cast by stockholders entitled to vote thereon (withsuch stockholders voting together as a single class, with each share of CommonStock entitled to one vote) at a meeting of stockholders for which proxies aresolicited in accordance with then applicable requirements of the Securities andExchange Commission, except that (i) the Board, without stockholder approval,may make technical amendments that do not substantively affect the rights of anIndemnitee hereunder and (ii) following a Change in Control, as defined inSection 9.15(c) of this Article, there shall also be required for approval ofany such amendment or repeal the favorable vote of a majority of the votes(voted as a single class, with each share of Common Stock entitled to one votecast by persons other than any person or group of persons owning, directly orindirectly, more than 50% of the then outstanding voting stock of theCorporation (and any affiliate or associate of any such person or persons).

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