**Exhibit 3.4**

**SECOND AMENDED AND RESTATED**

**BYLAWS**

**OF**

**COVAD COMMUNICATIONS GROUP, INC.**

**
**TABLE OF CONTENTS**
   **Page**ARTICLE I CORPORATE OFFICES	11.1 Registered Office	11.2 Other Offices	1 ARTICLE II MEETINGS OF STOCKHOLDERS	12.1 Place of Meetings	12.2 Annual Meeting	12.3 Special Meeting	22.4 Notice of Stockholders’ Meetings	22.5 Manner of Giving Notice; Affidavit of Notice	22.6 Quorum	22.7 Adjourned Meeting; Notice	22.8 Voting	22.9 Waiver of Notice	22.10 Stockholder Action by Written Consent Without a Meeting	32.11 Record Date for Stockholder Notice; Voting; Giving Consents	32.12 Proxies	32.13 List of Stockholders Entitled to Vote	3 ARTICLE III DIRECTORS	43.1 Powers	43.2 Number of Directors	43.3 Election and Term of Office of Directors	53.4 Resignation and Vacancies	53.5 Place of Meetings; Meetings by Telephone	53.6 First Meetings	63.7 Regular Meetings	63.8 Special Meetings; Notice	63.9 Quorum	63.10 Waiver of Notice	63.11 Adjourned Meeting; Notice	63.12 Board Action by Written Consent Without a Meeting	63.13 Fees and Compensation of Directors	73.14 Approval of Loans to Officers	7 ARTICLE IV COMMITTEES	74.1 Committees of Directors	74.2 Committee Minutes	74.3 Meetings and Action of Committees	7 ARTICLE V OFFICERS	85.1 Officers	85.2 Election of Officers	85.3 Subordinate Officers	85.4 Removal and Resignation of Officers	85.5 Vacancies in Offices	85.6 Authority and Duties of Officers	85.7 Limitations on Powers and Duties of Officers	8i
**TABLE OF CONTENTS****(continued)**
   PageARTICLE VI INDEMNITY	86.1 Indemnification of Directors and Officers	86.2 Indemnification of Others	96.3 Insurance	96.4 Non-Exclusivity of Rights	96.5 Other Indemnification	96.6 Amendment or Repeal	96.7 Right to Advancement of Expenses	96.8 Right of Indemnitee to Bring Suit	10 ARTICLE VII RECORDS AND REPORTS	107.1 Maintenance and Inspection of Records	107.2 Inspection by Directors	117.3 Representation of Shares of Other Corporations	11 ARTICLE VIII GENERAL MATTERS	118.1 Checks	118.2 Execution of Corporate Contracts and Instruments	118.3 Stock Certificates; Partly Paid Shares	118.4 Special Designation on Certificates	128.5 Lost Certificates	128.6 Construction; Definitions	128.7 Dividends	128.8 Fiscal Year	128.9 Seal	128.10 Transfer of Stock	128.11 Stock Transfer Agreements	138.12 Registered Stockholders	13 ARTICLE IX AMENDMENTS	13 ARTICLE X DISSOLUTION	13 ARTICLE XI CUSTODIAN	1411.1 Appointment of a Custodian in Certain Cases	1411.2 Duties of Custodian	14ii
**SECOND AMENDED AND RESTATED****BYLAWS****OF****COVAD COMMUNICATIONS GROUP, INC.**

**ARTICLE I**

**CORPORATE OFFICES**

        1.1  REGISTERED OFFICE

        The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the corporation at suchlocation is The Corporation Trust Company.

        1.2  OTHER OFFICES

        The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

        2.1  PLACE OF MEETINGS

        Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. In the absence of any such designation,stockholders’ meetings shall be held at the registered office of the corporation.

        2.2  ANNUAL MEETING

        The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected and any otherproper business may be transacted.

        To be properly brought before any annual or special meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the directionof the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before themeeting by a stockholder, the secretary of the corporation must have received notice in writing from the stockholder not less than thirty (30) days nor more than sixty (60) days prior to the meeting; *provided, however,* that if less than thirty-five (35) days’ notice of the meeting is given to stockholders, such notice shall have been received by the secretary not later than the close of business on the seventh (7th) day following the dayon which the notice of meeting was mailed. Such written notice to the secretary shall set forth, as to each matter the stockholder proposes to bring before the annual meeting:  (i) a brief description of the business, (ii) the name and address,as they appear on the corporation’s books, of the stockholder proposing such business, (iii) the number of shares of stock of the corporation beneficially owned by such stockholder, and (iv) any material interest of such stockholder in suchbusiness. Notwithstanding any provision in the bylaws to the contrary, no business shall be conducted at any annual or special meeting except in accordance with the procedures set forth in this Section 2.2.

        2.3  SPECIAL MEETING

        A special meeting of the stockholders may be called only by the Board of Directors of the corporation pursuant to a resolution adopted by a majority of the total number ofdirectors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), for the purpose of taking any action permitted to be taken by the stockholders under theDelaware General Corporation Law and the Certificate of Incorporation, by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a 
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resolution of the Board of Directors, include the power to call such meetings or by the chairman of the board, the president, or the chief executive officer.

        2.4  NOTICE OF STOCKHOLDERS’ MEETINGS

        All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) normore than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which themeeting is called.

        2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

        Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as itappears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts statedtherein. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

        2.6  QUORUM

        The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then the stockholders entitled tovote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting atwhich a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

        2.7  ADJOURNED MEETING; NOTICE

        When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof areannounced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        2.8  VOTING

        The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to theprovisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

        Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one votefor each share of capital stock held by such stockholder.

        2.9  WAIVER OF NOTICE

        Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiverthereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the personattends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regularor special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.
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        2.10  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

        Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation,or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders ofoutstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

        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. Ifthe action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filedunder such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law ofDelaware.

        2.11  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

        In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to expressconsent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or forthe purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

        If the board of directors does not so fix a record date:

                     (i)  The record date for determining stockholders entitled to notice of or to vote at ameeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

                     (ii)  The record date for determining stockholders entitled to express consent to corporateaction in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed.

                     (iii)  The record date for determining stockholders for any other purpose shall be at theclose of business on the day on which the board of directors adopts the resolution relating thereto.

        A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that theboard of directors may fix a new record date for the adjourned meeting.

        2.12  PROXIES

        Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person orpersons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Aproxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxythat states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

        2.13  LIST OF STOCKHOLDERS ENTITLED TO VOTE

        The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder,for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the 
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meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by anystockholder who is present.

**ARTICLE III**

**DIRECTORS**

        3.1  POWERS

        Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to beapproved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

        3.2  NUMBER OF DIRECTORS

        The authorized number of directors shall be not less than five (5) nor more than nine (9). The exact number of directors shall be eight (8) until changed, within the limitsspecified above, by a bylaw amending this Section 3.2, duly adopted by the board of directors or by the stockholders. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by aduly adopted amendment to the certificate of incorporation or by an amendment to this bylaw adopted by the vote or written consent of the holders of a majority of the stock issued and outstanding and entitled to vote or by resolution of a majority of thestock issued and outstanding and entitled to vote or by resolution of a majority of the board of directors. Effective upon the filing of an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware followingthe closing of the Company’s initial public offering of its Common Stock (the “IPO”), the directors shall be divided into three classes, with the term of office of the first class, which class shall initially consist of two (2) directors,to expire at the first annual meeting of stockholders held after the IPO; the term of office of the second class, which class shall initially consist of three (3) directors, to expire at the second annual meeting of stockholders held after the IPO; theterm of office of the third class, which class shall initially consist of three (3) directors, to expire at the third annual meeting of stockholders held after the IPO; and thereafter for each such term to expire at each third succeeding annual meeting ofstockholders held after such election.

        In the event of an increase in the authorized number of directors, the newly created directorship shall be assigned to one of the above-referenced classes in accordance withresolutions adopted by the board of directors. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

        No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

        Nominations for election to the Board of Directors of the corporation at any annual or special meeting of stockholders may be made by the Board or on behalf of the Board by anominating committee appointed by the Board, or by any stockholder of the corporation entitled to vote for the election of directors at such meeting. Such nominations, other than those made by or on behalf of the Board, shall be made by notice in writingreceived by the secretary of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the date of the annual meeting; *provided, however,* that if less than thirty-five (35) days notice of the meeting is given to stockholders, such nomination shall have been received by the secretary not later than the close of business on the seventh (7th) day following the day onwhich the notice was mailed. Such notice shall set forth (i) the name and address of the stockholder who intends to make the nomination; (ii) a representation that the nominating stockholder is a holder of record of stock of the corporationentitled to vote at such meeting and intends to appear in person or by proxy at the meeting and nominate the person or persons specified in the notice; (iii) the number of shares of stock held beneficially and of record by the nominating stockholder;(iv) the name, age, business address and, if known, residence address of each nominee proposed in such notice; (v) the principal occupation or employment of each such nominee; (vi) the number of shares of stock of the corporation beneficially owned byeach such nominee; (vii) a description of all arrangements or understandings between the nominating stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to bemade by the nominating stockholder; (viii) any other information concerning each nominee that must be disclosed of 
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nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934; and (ix) the consent of each such nominee to serve as a director of the corporation if so elected.

        The chairman of the annual or special meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure.If such determination and declaration is made, the defective nomination shall be disregarded.

        3.3  ELECTION AND TERM OF OFFICE OF DIRECTORS

        Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office as provided in Section 3.2 of these bylaws.Each director, including a director elected or appointed to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

        Elections of directors need not be by written ballot.

        3.4  RESIGNATION AND VACANCIES

        Any director may resign at any time upon written notice to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority ofthe directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall holdoffice as provided in this section in the filling of other vacancies.

        Unless otherwise provided in the certificate of incorporation or these bylaws:

                     (i)  Vacancies and newly created directorships resulting from any increase in theauthorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

                     (ii)  Whenever the holders of any class or classes of stock or series thereof are entitledto elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or seriesthereof then in office, or by a sole remaining director so elected.

        If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor,administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate ofincorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware.

        If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constitutedimmediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for suchdirectors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions ofSection 211 of the General Corporation Law of Delaware as far as applicable.

        Any and all directors may be removed without cause if the removal is approved by the affirmative vote of a majority of the outstanding shares of the corporation entitled to vote.Such approval shall include the affirmative vote of a majority of the outstanding shares of each class and series entitled to vote as a class or series on the subject matter being voted upon and shall also include the affirmative vote of such greaterproportion (including all) of the outstanding shares of any class or series if such greater proportion is required by the corporation’s certificate of incorporation or by applicable laws.

        3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

        The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.
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        Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, mayparticipate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meetingshall constitute presence in person at the meeting.

        3.6  FIRST MEETINGS

        The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and nonotice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of thenewly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for specialmeetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

        3.7  REGULAR MEETINGS

        Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

        3.8  SPECIAL MEETINGS; NOTICE

        Special meetings of the board may be called by the president on three (3) days’ notice to each director, either personally or by mail, telegram, telex, or telephone; specialmeetings shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors unless the board consists of only one (1) director, in which case special meetings shall be called by the president orsecretary in like manner and on like notice on the written request of the sole director.

        3.9  QUORUM

        At all meetings of the board of directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority ofthe directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting ofthe board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

        3.10  WAIVER OF NOTICE

        Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiverthereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the personattends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regularor special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

        3.11  ADJOURNED MEETING; NOTICE

        If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum is present.

        3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A 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 anycommittee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee.
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        3.13  FEES AND COMPENSATION OF DIRECTORS

        Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

        3.14  APPROVAL OF LOANS TO OFFICERS

        The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officeror employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with orwithout interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit orrestrict the powers of guaranty or warranty of the corporation at common law or under any statute.

**ARTICLE IV**

**COMMITTEES**

        4.1  COMMITTEES OF DIRECTORS

        The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directorsof the corporation. The board 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. In the absence or disqualification of a member of a committee, themember or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent ordisqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except thata committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix any of thepreferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of thesame or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease orexchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless theboard resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate ofownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

        4.2  COMMITTEE MINUTES

        Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

        4.3  MEETINGS AND ACTION OF COMMITTEES

        Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.5 (place ofmeetings and meetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment and notice of adjournment), andSection 3.12 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings ofcommittees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all 
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alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

**ARTICLE V**

**OFFICERS**

        5.1  OFFICERS

        The officers of the corporation shall be a president, one or more vice presidents, a secretary, and a treasurer. The corporation may also have, at the discretion of the board ofdirectors, a chairman of the board, one or more assistant vice presidents, assistant secretaries, assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number ofoffices may be held by the same person.

        5.2  ELECTION OF OFFICERS

        The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by theboard of directors, subject to the rights, if any, of an officer under any contract of employment.

        5.3  SUBORDINATE OFFICERS

        The board of directors may appoint, or empower the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall holdoffice for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

        5.4  REMOVAL AND RESIGNATION OF OFFICERS

        Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority ofthe board of directors at any regular or special meeting of the board or, by the President and Chief Executive Officer.

        Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later timespecified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract towhich the officer is a party.

        5.5  VACANCIES IN OFFICES

        Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

        5.6  AUTHORITY AND DUTIES OF OFFICERS

        In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the businessof the corporation as may be designated from time to time by the board of directors or the stockholders.

        5.7  LIMITATIONS ON POWERS AND DUTIES OF OFFICERS

        No officer shall take any action, enter into any agreement, make any representation or, by purposeful inaction, effect any of the actions or decisions which the Board of Directorsis prohibited or restricted from enacting pursuant to these Bylaws or the certificate of incorporation and their further amendments.

**ARTICLE VI**

**INDEMNITY**

        6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS
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        The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses(including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes ofthis Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director orofficer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of suchpredecessor corporation.

        6.2  INDEMNIFICATION OF OTHERS

        The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (otherthan directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or wasan agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation,(ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessorcorporation of the corporation or of another enterprise at the request of such predecessor corporation.

        6.3  INSURANCE

        The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of hisstatus as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

        6.4  NON-EXCLUSIVITY OF RIGHTS

        The rights conferred on any person by this Article 6 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of thecertificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

        6.5  OTHER INDEMNIFICATION

        The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

        6.6  AMENDMENT OR REPEAL

        Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any person in respect of any act oromission occurring prior to the time of such repeal or modification.

        6.7  RIGHT TO ADVANCEMENT OF EXPENSES

        In addition to the right to indemnification conferred in Section 6.1 of this ARTICE VI, a director or officer shall have the right to be paid by the corporation the expenses(including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancementof expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnified person, including, without limitation, service to an employee benefitplan) shall be made upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from 
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which there is no further right to appeal (hereinafter a “final adjudication”) that such director or officer is not entitled to be indemnified for such expenses under this Section 6.7 or otherwise. The corporationmay, to the extent authorized from time to time by the Board of Directors, grant rights to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnificationand advancement of expenses of directors and officer of the corporation.

        6.8  RIGHT OF INDEMNITEE TO BRING SUIT

        If a claim under Section 6.1 or 6.7 of this ARTICLE VI is not paid in full by the corporation within sixty (60) days after written claim has been received by the corporation,except in the case of a claim for an advancement of expenses, in which case the applicable period shall by twenty (20) days, the indemnified person under Section 6.1 or 6.7 (the “indemnitee”) may at any time thereafter bring suit against thecorporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall beentitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement ofexpenses) it shall be a defense that, and (ii) in any suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that,the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporate Law. Neither the failure of the corporation (including its directors who are not parties to such action, a committee of such directors,independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that the indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conductset forth in the Delaware General Corporate Law, nor an actual determination by the corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemniteehas not met the applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such suit brought by the indemnitee, be a defense to such a suit. In any suit brought by theindemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover and advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is notentitled to be indemnified, or to such advancement of expenses, under ARTICLE VI or otherwise shall by on the corporation.

**ARTICLE VII**

**RECORDS AND REPORTS**

        7.1  MAINTENANCE AND INSPECTION OF RECORDS

        The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its shareholders listing theirnames and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

        Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours forbusiness to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to suchperson’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes theattorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

        The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder,for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept 
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at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        7.2  INSPECTION BY DIRECTORS

        Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related tohis position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect anyand all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief asthe Court may deem just and proper.

        7.3  REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The chairman of the board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the boardof directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation.The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

**ARTICLE VIII**

**GENERAL MATTERS**

        8.1  CHECKS

        From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes orother evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

        8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

        The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute anyinstrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employeeshall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

        8.3  STOCK CERTIFICATES; PARTLY PAID SHARES

        The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or allof any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such aresolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman orvice-chairman of the board of directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form.Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

        The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or backof each stock certificate issued to represent 
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any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

        8.4  SPECIAL DESIGNATION ON CERTIFICATES

        If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the 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 certificatethat the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forthon the face or back of the certificate that 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, the designations, thepreferences, and the 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.

        8.5  LOST CERTIFICATES

        Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to thecorporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation mayrequire the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction ofany such certificate or the issuance of such new certificate or uncertificated shares.

        8.6  CONSTRUCTION; DEFINITIONS

        Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction ofthese bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

        8.7  DIVIDENDS

        The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stockpursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

        The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any suchreserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

        8.8  FISCAL YEAR

        The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

        8.9  SEAL

        The corporation may have a corporate seal, which shall be adopted and which may be altered by the Board of Directors, and may use the same by causing it or a facsimile thereof, tobe impressed or affixed or in any other manner reproduced.

        8.10  TRANSFER OF STOCK

        Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignationor authority to transfer, it shall be the duty 
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of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

        8.11  STOCK TRANSFER AGREEMENTS

        The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict thetransfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

        8.12  REGISTERED STOCKHOLDERS

        The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shallbe entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whetheror not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

**ARTICLE IX**

**AMENDMENTS**

        The original or other bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in itscertificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend orrepeal bylaws.

**ARTICLE X**

**DISSOLUTION**

        If it should be deemed advisable in the judgment of the board of directors of the corporation that the corporation should be dissolved, the board, after the adoption of aresolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice to be mailed to each stockholder entitled to vote thereon of the adoption of the resolution and of a meeting of stockholders to takeaction upon the resolution.

        At the meeting a vote shall be taken for and against the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon votes for theproposed dissolution, then a certificate stating that the dissolution has been authorized in accordance with the provisions of Section 275 of the General Corporation Law of Delaware and setting forth the names and residences of the directors andofficers shall be executed, acknowledged, and filed and shall become effective in accordance with Section 103 of the General Corporation Law of Delaware. Upon such certificate’s becoming effective in accordance with Section 103 of theGeneral Corporation Law of Delaware, the corporation shall be dissolved.

        Whenever all the stockholders entitled to vote on a dissolution consent in writing, either in person or by duly authorized attorney, to a dissolution, no meeting of directors orstockholders shall be necessary. The consent shall be filed and shall become effective in accordance with Section 103 of the General Corporation Law of Delaware. Upon such consent’s becoming effective in accordance with Section 103 of theGeneral Corporation Law of Delaware, the corporation shall be dissolved. If the consent is signed by an attorney, then the original power of attorney or a photocopy thereof shall be attached to and filed with the consent. The consent filed with theSecretary of State shall have attached to it the affidavit of the secretary or some other officer of the corporation stating that the consent has been signed by or on behalf of all the stockholders entitled to vote on a dissolution; in addition, thereshall be attached to the consent a certification by the secretary or some other officer of the corporation setting forth the names and residences of the directors and officers of the corporation.
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**ARTICLE XI**

**CUSTODIAN**

        11.1  APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

        The Court of Chancery, upon application of any stockholder, may appoint one or more persons to be custodians and, if the corporation is insolvent, to be receivers, of and for thecorporation when:

                     (i)  at any meeting held for the election of directors the stockholders are so divided thatthey have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or

                     (ii)  the business of the corporation is suffering or is threatened with irreparable injurybecause the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or

                     (iii)  the corporation has abandoned its business and has failed within a reasonable timeto take steps to dissolve, liquidate or distribute its assets.

        11.2  DUTIES OF CUSTODIAN

        The custodian shall have all the powers and title of a receiver appointed under Section 291 of the General Corporation Law of Delaware, but the authority of the custodianshall be to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the Court of Chancery otherwise orders and except in cases arising under Sections 226(a)(3) or 352(a)(2) of the GeneralCorporation Law of Delaware.
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