Exhibit
3(b)








BYLAWS
OF SOUTHERN UNION COMPANY





(as
amended through January 3, 2007)








































SOUTHERN
UNION COMPANY





BY-LAWS





ARTICLE
I





STOCKHOLDERS





Section
1. Annual
Meetings. Annual meetings of stockholders for the election of directors
and the transaction of such other business as may properly be brought before the
meeting shall be held on the last Tuesday in April at such time and place or on
such other date and time, either within or without the State of Delaware, as may
be designated from time to time by the Board of Directors and stated in the
notice of the meeting.





Section
2. Special
Meetings. Special meetings of stockholders of the Company may be called
only by the Board of Directors pursuant to a resolution adopted by the vote of a
majority of the directors then in office or by the holders of not less than a
majority of the voting power of all of the then-outstanding shares of any class
or series of capital stock of the Company entitled to vote generally in the
election of directors. Any such special meeting shall be held at such time and
such place, either within or without the State of Delaware, as designated in the
call of such meeting. The business to be transacted at any such meeting shall be
limited to that stated in the call and notice thereof.





Section
3. Notice of
Meetings. At least ten (10) days before each meeting of stockholders,
other than an adjourned meeting, written or printed notice, stating the time and
place of the meeting and generally the nature of the business to be considered,
shall be given by the Secretary to each stockholder entitled to vote at the
meeting, at such stockholder’s last known address as shown by the Company’s
stock records.





Section
4. Record Date.
The Board of Directors shall fix a record date for determination of stockholders
entitled to receive notice of and vote at each stockholders’ meeting, which such
date shall not be more than sixty (60) days or less than ten (10) days before
the date of the meeting; provided, however, that when a meeting is adjourned to
another time, no new record date need be fixed for the adjourned meeting, unless
the adjournment is for







more than
thirty (30) days. In the absence of any action by the Board of Directors, the
date upon which the notice is mailed shall be the record date.





Section
5. Quorum.
Except as provided in the next Section, a quorum for the transaction of business
at any duly called meeting of stockholders shall be any number of stockholders,
present in person or represented by proxy at the meeting, who together are the
holders of at least a majority of the shares of issued and outstanding stock the
holders of which are entitled to vote at the meeting. The stockholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.





Section
6. Adjournment of
Meetings. If any meeting of stockholders cannot be organized for failure
of a quorum to be present as provided above, the meeting may, after the lapse of
at least half an hour, be adjourned from time to time by the affirmative vote of
the holders of a majority of the stock having voting power who are present in
person or represented by proxy, and unless adjournment is for more than thirty
(30) days or a new record date is fixed, no notice shall be required for any
such adjourned meeting. If, however, notice of such adjourned meeting is sent to
the stockholders entitled to receive the same at least ten (10) days in advance
thereof, such notice stating (a) the purpose of the meeting, (b) that the
previous meeting could not be organized for lack of a quorum and (c) that under
the provisions of this Section 6, it is proposed to hold the adjourned meeting
with a quorum of those present, though representing less than a majority of the
stock, then any number of stockholders entitled to vote who are present in
person or represented by proxy shall constitute a quorum at such adjourned
meeting for the transaction of business, unless the number of stockholders
present constitutes less than one-third (1/3) of the shares entitled to vote at
the meeting.





Section
7. Voting.





(a) Election of
Directors. In voting for election of directors, the voting shall be by
written ballot, and each stockholder shall have one vote for each full share of
stock entitled to vote that is registered in such stockholder’s name on the
record date for the meeting at which directors are to be elected. Directors
shall be elected by a plurality of the votes cast and cumulative voting for the
election of directors shall be prohibited.





(b) Other Matters. At all
meetings of stockholders all questions except the election of directors, and
except as otherwise expressly provided by statute or the Company’s certificate
of incorporation as in effect from time to time (the “Certificate of
Incorporation”), shall be determined by the vote of the holders of a majority of
the stock having voting power represented at the meeting in person or by proxy.
The manner of voting (by ballot, voice vote or showing of hands) shall be at the
discretion of the chairman of the meeting, unless otherwise provided by statute,
the Certificate of Incorporation or these By-Laws.





Section
8. Proxies. A
stockholder may vote through a proxy appointed by a written instrument signed by
the stockholder or by the stockholder’s duly authorized attorney- in-fact and
delivered to the Secretary at or prior to the meeting. No proxy shall be valid
after six (6) months of the date of its execution unless a longer period is
expressly provided therein. Each proxy shall be revocable unless expressly
provided to be irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.





Section
9. Certain Rules of
Procedure Relating to Stockholder Meetings. All stockholder meetings,
annual or special, shall be governed in accordance with the following
rules:





(i) The
Inspectors of Election and Tellers Committee shall be composed of such persons
designated by resolution of the Board of Directors in advance of any such
meeting.





(ii) Only
stockholders of record will be permitted to present motions from the floor at
any meeting of stockholders.





(iii) The
Chief Executive Officer (or, in the absence of the Chief Executive Officer, a
designee of the Board) shall preside over and conduct the meeting in a fair and
reasonable manner, and all questions of procedure or








conduct
of the meeting shall be decided solely by the Chief Executive Officer or the
designee of the Board (whichever is presiding). The Chief Executive Officer or
the designee of the Board (whichever is presiding) shall have all power and
authority vested in a presiding officer by law or practice to conduct an orderly
meeting. Among other things, the Chief Executive Officer or the designee of the
Board (whichever is presiding) shall have the power to adjourn or recess the
meeting (except as provided in Article I, Section 6), to silence or expel
persons to insure the orderly conduct of the meeting, to declare motions or
persons out of order, to prescribe rules of conduct and an agenda for the
meeting, to impose reasonable time limits on questions and remarks by any
stockholder, to limit the number of questions a stockholder may ask, to limit
the nature of questions and comments to one subject matter at a time as dictated
by any agenda for the meeting, to limit the number of speakers or persons
addressing the Chief Executive Officer or the designee of the Board (whichever
is presiding) or the meeting, to determine when the polls shall be closed, to
limit the attendance at the meeting to stockholders of record, beneficial owners
of stock who present letters from the record holders confirming their status as
beneficial owners, and the proxies of such record and beneficial holders, and to
limit the number of proxies a stockholder may name.





Section
10. Requests for
Stockholder List and Company Records. Stockholders shall have those
rights afforded under the General Corporation Law of the State of Delaware (the
“DGCL”) to inspect a list of stockholders and other related records and to make
copies or extracts therefrom. Such request shall be in writing in compliance
with Section 220 of the DGCL. In addition, any stockholder making such a request
must agree that any information so inspected, copied or extracted by the
stockholder shall be kept confidential, that any copies or extracts of such
information shall be returned to the Company and that such information shall
only be used for the purpose stated in the request. Information so requested
shall be made available for inspecting, copying or extracting at the principal
executive offices of the Company. Each stockholder desiring a photostatic or
other duplicate copies of any of such information requested shall make
arrangements to provide such duplicating or other equipment necessary in the
city where the Company’s principal executive offices are located. Alternative
arrangements with respect to this Section 10 may be permitted in the discretion
of the Chief Executive Officer or by vote of the Board of
Directors.





Section
11. New
Business.





(a) The
proposal of business to be transacted by the stockholders may be made at any
annual meeting of stockholders (1) pursuant to the Company's notice with respect
to such meeting, (2) by or at the direction of the Board of Directors or (3) by
any stockholder of record of the Company or any group of stockholders of the
Company who is (or, in the case of a group, each of whose members is) a
stockholder of record at the time of the giving of the notice provided for
in Article I, Section 3 of the By-Laws , who is entitled to vote at the
annual meeting and who has complied with the notice procedures set forth
herein.





(b) For
new business to be properly brought before an annual meeting by a stockholder of
record or group of stockholders of record entitled to vote at an annual meeting,
(1) the stockholder of record or group of stockholders of record must give
timely notice thereof in writing to the Secretary of the Company, (2) such
business must be a proper matter for stockholder action under the Delaware
General Corporation Law, (3) if the stockholder of record or group of
stockholders of record, or the beneficial owner, if any, on whose behalf any
such proposal is made, has provided the Company with a Solicitation Notice, as
that term is defined in subclause (d)(2)(iii) of this Article I, Section 11 of
the By-Laws, such stockholder of record, group of stockholders of record or
beneficial owner must have delivered a proxy statement and form of proxy to
holders of at least the percentage of the Company's voting shares required under
applicable law to adopt any such proposal and must have included the
Solicitation Notice in such materials, and (4) if no Solicitation Notice
relating thereto has been timely provided pursuant to this section, the
stockholder of record, group of stockholders of record or beneficial owner
proposing such business must not have solicited a number of proxies sufficient
to have required the delivery of such a Solicitation Notice under this Article
I, Section 11 of the By-Laws.





(c)To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Company not less than 120 calendar days prior to the
first anniversary (the “Anniversary”) of the date on which the Company held the
preceding year's annual meeting of stockholders or, with respect to the 2007
Annual Meeting, no later than the close of business on January 23, 2007;
provided, however, that if the Board of Directors schedules the annual meeting
for a date more than 30 calendar days prior to the anniversary of the preceding
year's annual meeting, a stockholder’s notice shall be deemed timely for
purposes of this Article I, Section 11 if it is








delivered
not later than the close of business on the 10th calendar day following the day
on which public announcement of the date of such meeting is first
made.





(d)Such stockholder's notice shall set
forth (1) as to any business that the stockholder of record, group of
stockholders of record or beneficial owner, if any, proposes to bring before the
meeting, a brief description of such business, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder of record, group of stockholders of record or beneficial owner, if
any, on whose behalf the proposal is made; and (2) as to the stockholder of
record or group of stockholders of record giving the notice and the beneficial
owner, if any, on whose behalf the proposal is made (i) the name and address of
such stockholder of record or each member of such group of stockholders of
record, as they appear on the Company's books, and of such beneficial owner,
(ii) the class and number of shares of the Company that are owned beneficially
and of record by such stockholder of record, group of stockholders of record and
such beneficial owner, and (iii) whether either such stockholder of record,
group of stockholders of record or beneficial owner intends to deliver a proxy
statement and form of proxy to holders of at least the percentage of the
Company's voting shares required under applicable law to carry the proposal (an
affirmative statement of such intent, a “Solicitation
Notice”).





ARTICLE
II





DIRECTORS





Section
1. Powers. The
business, property and affairs of the Company shall be managed by or under the
direction of its Board of Directors, which may exercise all such powers of the
Company and do all such lawful acts and things as are not by statute, the
Certificate of Incorporation or these By-Laws required to be exercised or done
by the stockholders.





Section
2. Number and Term of
Office. Except as otherwise provided in the Company’s Certificate of
Incorporation and subject to the rights of the holders of any series of the
Company’s Preferred Stock to elect additional directors, the number of directors
which shall constitute the whole Board of Directors shall be not less than five
(5) nor more than fifteen (15). Within such limits, the number of directors
shall be fixed from time to time exclusively by the Board of Directors pursuant
to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exists any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption). Any decrease in the authorized number of directors
shall not become effective until the expiration of the term of the directors
whose directorships are being eliminated (as determined by the Board of
Directors) unless, at the time of such decrease, there shall be vacancies on the
Board of Directors which are being eliminated by the decrease. Each director
shall hold office for the term for which he is elected, and until his successor
shall have been elected and qualified or until his earlier death, resignation,
retirement, disqualification, removal from office or other cause. Any individual
who is an officer of the Company is eligible to be a director of the Company
provided that such individual will be deemed qualified to be a director only for
so long as he or she remains an officer of the Company; if at any time during
his or her term of office as a director, such individual resigns, retires or is
removed from his or her position as an officer of the Company, then such
individual shall automatically cease to be a director of the Company.
Notwithstanding any provision of this Section 2 or Section 3 below, whenever the
holders of the Company’s Preferred Stock shall have the right to elect directors
at an annual or special meeting of stockholders, the election, term of office,
filling of vacancies, and other features of directorships shall be governed by
the terms of the Company’s Certificate of Incorporation applicable
thereto.





Section
3. Filling of
Vacancies. Subject to the rights of the holders of any class or series of
any capital stock of the Company entitled to vote generally in the election of
directors then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies on the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the next annual meeting of stockholders
and until his successor shall have been elected and qualified or until his
earlier death, resignation, retirement, disqualification, removal from office or
other cause.








No
decrease in the number of authorized directors constituting the entire Board of
Directors shall shorten the term of any incumbent director.





Section
4. Place and Manner of
Meetings. The Board of Directors and any committee of the Board of
Directors may hold meetings, both regular and special, either within or without
the State of Delaware. Members of the Board of Directors may participate in such
meetings 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 constitutes presence in person at such meeting.





Section
5. Organizational
Meetings. Immediately after each annual meeting of stockholders, the
newly elected directors shall meet for the purpose of organization, election of
officers and the transaction of any business, if a quorum be present. No notice
of any such organizational meeting shall be required.





Section
6. Regular
Meetings. Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by the
Board of Directors.





Section
7. Special
Meetings. Special meetings of the Board of Directors may be called by the
Chairman of the Board, the Chairman of the Executive Committee or the President
and shall be called by the Secretary on the written request of any two (2)
directors, upon at least two (2) days’ notice stating the time and place of the
meeting given to each director by mail, telegraph or telephone. Except as
otherwise expressly provided by statute, the Certificate of Incorporation, or
these By-Laws, neither the business to be transacted at, nor the purpose of, any
special meeting must be specified in the notice or waiver of
notice.





Section
8. Action Without
Meeting. Any action which may be taken at a meeting of the Board of
Directors or at any meeting of a Committee of the Board of Directors, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the members of the Board of Directors or the
committee and filed with the minutes of the proceedings of the Board of
Directors or the committee. Such consent shall have the same force and effect as
a unanimous vote at a meeting.





Section
9. Quorum. A
majority of the directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, and the act of a majority of
the directors present, if a quorum exists, shall be the act of the Board of
Directors except as may be otherwise expressly provided by statute, the
Certificate of Incorporation or these By-Laws. In the case of an equality of
votes on any question before the Board of Directors, the Chairman of the Board
of the Company shall have a second and deciding vote.





Section
10. Adjourned
Meetings. Any meeting of the Board of Directors may be adjourned from
time to time to reconvene at the same or a different place, upon resolution of
the Board of Directors or a majority of the directors present, if less than a
quorum, and no notice of any adjourned meeting or meetings or the business to be
transacted thereat shall be necessary.





Section
11. Advisory
Directors. The Board of Directors from time to time may appoint one or
more persons as advisory directors of the Company, to serve in such capacity
until the next organizational meeting of the Board of Directors provided for in
Section 5 of this Article. No such advisory director shall be entitled to vote
at any meeting of the Board of Directors nor shall such advisory director be
counted for purposes of determining the presence of a quorum at any such
meeting. Each such advisory director, however, shall be entitled to notice of,
to attend, and to participate in the deliberations of, all meetings of the Board
of Directors.





Section
12. Compensation of
Directors and Advisory Directors. Directors and advisory directors shall
not receive any salary for their services as directors, but as authorized by the
Board of Directors they shall be paid their expenses of attendance at meetings
of the Board of Directors and any committees of the Board of Directors and a
fixed fee for attendance at each such meeting, series of meetings, and/or a
regular retainer payable quarterly, monthly or otherwise. Nothing herein
contained shall be construed to preclude any director or advisory director from
serving the Company in any other capacity and receiving compensation
therefor.











Section
13. Nominating
Procedure for Directors and Qualifications.





(a) 
Nominating
Procedure.  In accordance with Article VI, Section 2 of these
By-Laws, the Corporate Governance Committee shall identify and nominate
individuals qualified to become directors, consistent with the criteria adopted
in the Company’s Corporate Governance Guidelines and/or any other criteria
approved by the Board of Directors.  Nomination of candidates for election
as directors of the Company at any meeting of stockholders called for the
election of directors, in whole or in part (an “Election Meeting”), shall be
made by the Corporate Governance Committee in accordance with their defined
procedures and this Article II, Section 13 of the By-Laws or may be made by any
stockholder or group of stockholders of the Company who has complied with the
notice and information requirements of this Article II, Section 13. In addition,
the Company’s Certificate of Incorporation, under certain specified
circumstances, provides that the holders of shares of the Company’s Preferred
Stock may be entitled to elect additional directors.





Any
member of the Board of Directors or any stockholder or group of stockholders
entitled to vote in an Election Meeting and who is a stockholder of record at
the time of making any such notice may recommend to the Corporate Governance
Committee one or more persons as director nominees or may provide a notice of
intention to nominate one or more persons for election to the Board of Directors
at such Election Meeting; provided, however, that any such recommendation or
nomination must be made in accordance with the applicable procedures set forth
herein.  Such recommendation or notice of nomination shall be delivered in
writing to the Corporate Governance Committee through its Chair at the principal
executive offices of the Company not less than 120 calendar days before the
anniversary of the date of the Company’s proxy statement released to
stockholders in connection with the previous year’s annual meeting (the
“Notice”).  In cases where the Company changes its annual meeting date by
more than 30 calendar days from year to year, or intends to hold an Election
Meeting at a time other than at the annual meeting, the Notice must be received
by the Chair of the Corporate Governance Committee no later than the close of
business on the 10th calendar day following the date on which notice of the date
of the annual meeting or Election Meeting is publicly
disclosed.





Each
such Notice shall be accompanied by the following information or
documentation:





(i)  the name, age, residence address,
business address and occupation of each stockholder on whose behalf the Notice
is given and of the person or persons being nominated or recommended for
nomination;





(ii)  proof of the required stock ownership
of the stockholder on whose behalf the Notice is given, including information as
to the number of shares owned of record or beneficially, directly or indirectly,
by each such stockholder and a statement as to whether such stockholder 
owns more than 5% of the voting common stock of the Company;





(iii)  a representation that the stockholder
on whose behalf the Notice is given will hold such voting stock through the date
of the Election Meeting;





(iv)  such other information regarding each
person recommended or nominated for election to the Board of Directors by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, should
such person be nominated by the Corporate Governance Committee or the Board of
Directors or otherwise placed into nomination, as well as such information as
would be required to be included in a registration statement filed pursuant to
the Securities Act of 1933, including the information required by Item 401 of
Regulation S-K of the Securities and Exchange Commission, should the person
recommended or nominated become a director;





(v)a representation
from each person recommended or nominated by the stockholder on whose behalf the
Notice is given that he or she satisfies, or upon becoming a director will
satisfy, the qualifications to be a member of the Board of Directors set forth
in Article II, Section 13(b), of these By-Laws;











(vi)  the written consent of each person
nominated by such stockholder for election to the Board of Directors to serve as
a director of the Company;





(vii)  the written consent of each recommended
director nominee  to be named as a director nominee in the Company’s proxy
statement and the proxy card, should the recommended director nominee be
selected for nomination , and to serve as a director of the Company if so
elected, and the written consent of each recommending stockholder and each
recommended director nominee to be appropriately identified in the Company’s
proxy statement if required by the proxy rules of the Securities and Exchange
Commission;





(viii)  a questionnaire in the form completed
by the incumbent directors and executive officers of the Company for the prior
fiscal year of the Company, accurately completed by each such nominee or
recommended director nominee; and





(ix)  a written statement that each
recommending stockholder and the recommended nominee  will make available
to the Corporate Governance Committee all information reasonably requested in
furtherance of its evaluation of the recommendation.





Promptly
following a determination by the Corporate Governance Committee, in consultation
with the Company’s General Counsel, that it has received all required
information and documentation, the Corporate Governance Committee, in its
discretion, may consider for selection as a director nominee any person so
recommended.  In the event a nominee is recommended by a stockholder or
stockholders who have owned directly or beneficially more than 5% of the
Company’s voting common stock for at least one year at the date of the Notice,
the Corporate Governance Committee, or its designee, shall disclose to the
nominator(s) in writing its decision with respect to such recommended nominee as
soon as practicable. Whether or not a recommended nominee is selected as a
director nominee by the Corporate Governance Committee, persons who have been
nominated in accordance with the procedures and notice requirements set forth in
this Article II, Section 13 may be considered for election to the Board of
Directors at an Election Meeting provided that timely and complete Notice of
their nomination as set forth above has been given. Except as otherwise provided
by law, the Chief Executive Officer (or, in the absence of the Chief Executive
Officer, the designee of the Board) presiding over the Election Meeting in
accordance with Article 1, Section 9 of these By-Laws, shall have the power and
duty to determine whether a nomination was properly made in accordance with the
procedures set forth in this Article II, Section 13 of the By-Laws, and if the
Chief Executive Officer or the designee of the Board (whichever is presiding)
determines that any proposed nomination is not in compliance with this By-Law,
to declare to the Election Meeting that such proposed nomination shall be
disregarded. The form of questionnaire referred to in subclause (viii) above
shall be provided to any stockholder of record upon request to the
Company.





(b) Certain
Qualifications.





(1)
Directors must be stockholders of the Company.





(2)
Unless the Board waives any of the following requirement(s), no person shall be
a member of the Board of Directors:





(i)  who owns, together with his or her
family residing with him, directly or indirectly, more than 1% of the
outstanding shares of any other entity, or an affiliate or subsidiary thereof,
that competes with the Company or any of its subsidiaries;





(ii)  who is a director, officer, employee,
agent, nominee, attorney or investment banker of or for any other entity, or an
affiliate or subsidiary thereof, that competes with the Company or any of its
subsidiaries; or











(iii)  who has, or is the nominee of anyone
who has, any contract, arrangement or understanding with any counterparty of the
Company to reveal information obtained as a director or to effect or encourage
any action of the Company.





Section
14. Interested
Directors. No contract, transaction or act of the Company shall be
affected by the fact that a director of the Company is in any way interested in,
or connected with, any party to such contract, transaction or act, if the
interested director shall at least five (5) days prior to the date of any
meeting of the Board of Directors, regular or special, at which such contract,
transaction or act is to be considered, give notice in writing to each of the
remaining directors of his or her interest in or connection with the proposed
contract, transaction or act. If such condition is complied with, the interested
director may be counted in determining a quorum at any meeting of the Board of
Directors which shall authorize any such contract, transaction or act, but may
not vote thereat.





Section
15. Evaluation of
Business Combinations. The Board of Directors of the Company, when
evaluating any offer of another party to make a tender or exchange offer for any
equity security of the Company or otherwise to effect a merger or other business
combination involving the Company, shall, in connection with the exercise of its
judgment as to what is in the best interests of the Company as a whole, be
authorized to give due consideration to such factors as the Board of Directors
determines to be relevant, including, without limitation:





(i)  the interests of the Company’s
stockholders;





(ii)  whether the proposed transaction
violates federal or state law;





(iii)  an analysis of not only the
consideration being offered in the proposed transaction, in relation to the
then-current market price for the outstanding capital stock of the Company, but
also in relation to the market for the capital stock of the Company over a
period of years, the estimated price which might be achieved in a negotiated
sale of the Company as a whole or in part or through orderly liquidation, the
premiums over market price for the securities of other corporations in other
similar transactions, current political, economic and other factors bearing on
securities prices and the Company’s financial condition and future prospects;
and





(iv)  the social, legal and economic effects
upon employees, suppliers, customers and others having similar relationships
with the Company and the communities in which the Company conducts it business.
In connection with any such evaluation, the Board of Directors is authorized to
conduct its investigation and to engage in such legal proceedings as the Board
of Directors may determine.





ARTICLE
III





EXECUTIVE
COMMITTEE





Section
1. How
Appointed. By the affirmative vote of a majority of the directors, the
Board of Directors may appoint an Executive Committee made up of members of the
Board of Directors consisting of a Chairman and at least one additional member.
Vacancies occurring in the Executive Committee may be filled at any meeting of
the Board of Directors.





Section
2. Powers.
During the intervals between meetings of the Board of Directors, the Executive
Committee shall have and may exercise all of the powers of the Board of
Directors in the management of the business, property and affairs of the
Company, in such manner as the Executive Committee shall deem best for the
interests of the Company in all cases in which specific directions shall not
have been given by the Board of Directors, and as respects all matters which are
not by statute, the Certificate of Incorporation or these By-Laws required to be
acted upon by the Board of Directors. Incident to the exercise of such powers
the Executive Committee shall have the power to authorize the seal of the
Company to be affixed to all papers which may require it.











Section
3. Procedures;
Meetings and Quorum. The Executive Committee of the Board of Directors
may make its own rules or procedures. It shall meet on the call of the Chairman
or any two (2) of its members, and at any other time or times specified by the
Board of Directors. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business, and in every case the
affirmative vote of a majority of the Committee’s members shall be necessary for
the taking of any action.





Section
4. Committee to Report
to Board of Directors. All actions by the Executive Committee of the
Board of Directors shall be recorded in minutes of the Committee’s proceedings
and shall be reported to the Board of Directors at the next meeting of the Board
of Directors and, unless copies thereof shall previously have been distributed
to the directors, the minutes of the Committee reflecting such actions shall be
made available for the information of the directors attending such meeting of
the Board.





Section
5. Chairman of the
Executive Committee. The Chairman of the Executive Committee shall be
entitled to preside at the meetings of the Committee.





ARTICLE
IV





AUDIT
COMMITTEE





Section
1. How
Appointed. By the affirmative vote of a majority of the directors, the
Board of Directors shall appoint an Audit Committee made up of members of the
Board of Directors who are not also employed as full time officers of the
Company and consisting of a Chairman and at least one (1) additional member[s].
Vacancies occurring in the Audit Committee may be filled at any meeting of the
Board of Directors.





Section
2. Powers. The
Audit Committee shall have the following powers, responsibilities and duties:
the recommendation to the Board of Directors of the engagement or discharge of
the independent auditor; the review with the independent auditor of the plan and
results of the auditing engagement; the review of the scope and results of the
Company’s internal auditing procedures; the approval of each professional
service provided or to be provided by the independent auditor; the consideration
of the range of audit and nonaudit fees; and the review of the Company’s system
of internal accounting controls; and, to the extent not otherwise required by
statute, the Certificate of Incorporation or these By-Laws to be exercised or
done by the stockholders or the Board of Directors, the Audit Committee shall
have and may exercise all powers and authority of the Board of Directors in the
management of the business, property and affairs of the Company that are
delegated or assigned to the Audit Committee from time to time by the Board of
Directors.





Section
3. Procedures,
Meetings and Quorum. The Audit Committee may make its own rules or
procedures. It shall meet on the call of the Chairman or other member and at any
other time or times specified by the Board of Directors. A majority of the
members of the Audit Committee shall be necessary to constitute a quorum for the
transaction of business, and in every case the affirmative vote of a majority of
the Committee’s members shall be necessary for the taking of any
action.





Section
4. Committee to Report
to Board of Directors. All actions by the Audit Committee shall be
reported to the Board of Directors at the next meeting of the Board and, unless
copies thereof shall previously have been distributed to the directors, the
minutes of the Audit Committee reflecting such action shall be made available
for the information of the directors attending such meeting of the
Board.





ARTICLE
V





COMPENSATION
COMMITTEE





Section
1. How
Appointed. By the affirmative vote of a majority of the directors, the
Board of Directors shall appoint a Compensation Committee made up of members of
the Board of Directors who are not also employed as full time officers of the
Company and consisting of a Chairman and not less than two (2) additional
members. Vacancies occurring in the Compensation Committee may be filled at any
meeting of the Board of Directors.











Section
2. Powers and
Duties. The Compensation Committee shall review from time to time the
compensation being paid by the Company to officers of the Company and all plans,
provisions and policies of the Company covering the payment of various kinds of
benefits to the various classifications of Company employees including, without
being limited to, retirement income, group insurance, savings plans, retirement
income plans, severance pay plans, stock option plans and long-term disability
plans and based upon such review, the Compensation Committee shall from time to
time make recommendations to the entire Board of Directors with respect to
changes and modifications in such plans and benefits as the Compensation
Committee shall have determined to be appropriate. In addition, the Compensation
Committee shall have and may exercise such powers and authority to the extent
not otherwise required by statute, the Certificate of Incorporation or these
By-Laws to be acted upon by the Board of Directors or stockholders, as may be
delegated or assigned to the Compensation Committee from time to time by the
Board of Directors.





Section
3. Procedures,
Meetings and Quorum. The Compensation Committee may make its own rules or
procedures. It shall meet on the call of the Chairman or any two (2) of its
members and at any other time or times specified by the Board of Directors. A
majority of the members of the Compensation Committee shall constitute a quorum
for the transaction of business, and in every case the affirmative vote of a
majority of the Committee’s members shall be necessary for the taking of any
action.





Section
4. Committee to Report
to Board of Directors. All actions by the Compensation Committee shall be
reported to the Board of Directors at the next meeting of the Board of Directors
and, unless copies thereof shall previously have been distributed to the
directors, the minutes of the Compensation Committee reflecting such actions
shall be made available for the information of the directors attending such
meeting of the Board.





ARTICLE
VI





CORPORATE GOVERNANCE
COMMITTEE





Section
1. How
Appointed. By the affirmative vote of a majority of the directors, the
Board of Directors shall appoint a Corporate Governance Committee made up of
members of the Board of Directors who are not also employed as full time
officers of the Company and consisting of a Chairman and not less than two (2)
additional members. Vacancies occurring in the Corporate Governance Committee
may be filled at any meeting of the Board of Directors.





Section
2. Powers and
Duties. The Corporate Governance Committee shall identify individuals
qualified to become directors, consistent with the criteria approved by the
Board of Directors, and shall select, or recommend that the Board of Directors
selects, the director nominees for the next annual meeting of the stockholders
or to fill (or not to fill) any vacancy arising for any reason at any time on
the Board of Directors. The Corporate Governance Committee also shall develop,
implement and monitor compliance with, policies and procedures with regard to
recommendations by stockholders of director candidates. The Corporate Governance
Committee also shall identify and recommend for appointment by the Board of
Directors, qualified directors to fill vacancies on any committee of the Board,
including the Corporate Governance Committee. In addition, the Corporate
Governance Committee shall take a leadership role in shaping the corporate
governance of the Company, including making recommendations on matters relating
to: the qualifications, responsibilities and continuing education of the
directors; management succession policies and principles; and corporate
governance principles and practices applicable to the Company. In addition, the
Corporate Governance Committee shall have and may exercise such powers and
authority to the extent not otherwise required by statute, the Certificate of
Incorporation or these By-Laws to be acted upon by the Board of Directors or
stockholders, as may be delegated or assigned to the Corporate Governance
Committee from time to time by the Board of Directors.





Section
3. Procedures,
Meetings and Quorum. The Corporate Governance Committee may make its own
rules or procedures. It shall meet on the call of the Chairman or any two (2) of
its members and at any other time or times specified by the Board of Directors.
A majority of the members of the Corporate Governance Committee shall constitute
a quorum for the transaction of business, and in every case the affirmative vote
of a majority of the Committee’s members shall be necessary for the taking of
any action.








Section
4. Committee to Report
to Board of Directors. All actions by the Corporate Governance Committee
shall be reported to the Board of Directors at the next meeting of the Board of
Directors and, unless copies thereof shall previously have been distributed to
the directors, the minutes of the Corporate Governance Committee reflecting such
actions shall be made available for the information of the directors attending
such meeting of the Board.





ARTICLE
VII





OTHER
COMMITTEES





Section
1. Designation.
The Board of Directors may, from time to time, designate other committees, with
such lawfully delegated powers and duties with regard to the management of the
business, property and affairs of the Company as the Board of Directors may
confer, to serve at the pleasure of the Board and shall, for those committees,
elect a director or directors to serve as the member or members. The Board of
Directors shall have the power at any time to fill vacancies in, to change the
size or members of, and to discharge any such committee.





Section
2. Conduct of
Business. Each committee may determine the procedural rules for meeting
and conducting its business and shall act in accordance therewith, except as
otherwise provided by statute, the Board of Directors or these By-Laws. Adequate
provisions shall be made for notice to members of all meetings; a majority of
the members shall constitute a quorum and all matters shall be determined by a
majority vote of the members present.





Section
3. Committees to
Report to Board of Directors. All actions by each committee of the Board
of Directors shall be recorded in minutes of each committee’s proceedings and
shall be reported to the Board of Directors at the next meeting of the Board of
Directors and, unless copies thereof shall previously have been distributed to
the directors, the minutes of the committee reflecting such actions shall be
made available for the information of the directors attending such meeting of
the Board.





ARTICLE
VIII





OFFICERS





Section
1. Executive and Other
Officers. The officers of the Company shall include a Chairman of the
Board, a Chief Executive Officer, a President, a Chief Financial Officer and a
Secretary. The officers of the Company may also include a Vice Chairman of the
Board, one or more Presidents of the operating divisions of the Company, one or
more Vice Presidents, any one or more of whom may be designated an Executive
Vice President or a Senior Vice President, a Treasurer, a Controller, a General
Counsel and such other officers and assistant officers as the Board of Directors
from time to time may deem necessary for the proper conduct of the Company’s
business. Divisions of the Company may also have officers as designated by the
Board of Directors. One person may be elected to any one or more of the officer
positions specified in these By-Laws.





Section
2. Election and Term
of Office. The officers of the Company and any divisions of the Company
shall be elected annually by the Board of Directors at the first meeting thereof
after each annual meeting of stockholders. Additional officers may also be
elected by the Board of Directors at any time. Each officer shall hold office
until death, removal or resignation or until a successor is duly elected and
qualified.





Section
3. Removal and
Vacancies. Any officer may be removed by the Board of Directors at any
time whenever in its judgment the best interests of the Company would be served
thereby. All vacancies among the officers shall be filled by the Board of
Directors, except that the Board of Directors in its discretion may abolish or
leave unfilled when vacant any offices other than those required by applicable
law.








Section
4. Chairman of the
Board. The Chairman of the Board shall be a member of the Board and, if
present, preside at meetings of the Board, and shall exercise and perform such
other powers and duties as may from time to time be assigned to him or her by
the Board or as may be prescribed by these By-Laws.





Section
5. Chief Executive
Officer. Subject to the control of the Board and any supervisory powers
the Board may give to the Chairman of the Board, the Chief Executive Officer
shall have general supervision, direction and control of the business and
affairs of the Company, and shall see that all orders and resolutions of the
Board are carried into effect. The Chief Executive Officer, or in his or her
absence a designee of the Board, shall serve as chairman of and preside at all
meetings of the stockholders. The Chief Executive Officer also shall perform all
duties incidental to this office that may be required by law. The Chief
Executive Officer shall have such other powers and perform such other duties as
from time to time may be prescribed for him or her by the Board or these
By-Laws.





Section
6. Vice
Chairman. The Vice Chairman shall have such powers and perform such other
duties as from time to time may be prescribed for him or her by the Board, these
By- Laws or the Chairman of the Board.





Section
7. Presidents.
Subject to the control of the Board and the Chief Executive Officer, a President
shall be the chief operating officer of the Company (or an operating division
thereof, as applicable), and shall be responsible for supervising the day-to-day
operations of the business of the Company (or an operating division thereof, as
applicable). A President shall have such other powers and perform such other
duties as from time to time may be prescribed for him or her by the Board, these
By-Laws or the Chief Executive Officer.





Section
8. Vice
Presidents. The Vice Presidents in the order designated by the Board of
Directors or in the absence of any designation, then in the order of their rank
(Executive Vice President, Senior Vice President, Vice President) and within
their rank by their seniority, shall in the absence or disability of the
President, be vested with all the powers and shall perform all the duties of the
President unless and until the Board of Directors shall otherwise determine. A
Vice President shall have such other powers and perform such other duties as
from time to time may be prescribed for him or her by the Board, these By-Laws,
the Chief Executive Officer or a President.





Section
9. Chief Financial
Officer. The Chief Financial Officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Company, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by any director.





The Chief
Financial Officer shall deposit all monies and other valuables in the name and
to the credit of the Company with such depositories as the Board may designate.
The Chief Financial Officer shall disburse or cause to be disbursed the funds of
the Company as may be ordered by the Board, shall render to the Chief Executive
Officer or, in the absence of a Chief Executive Officer, any President and
directors, whenever they request it, an account of all his or her transactions
as Chief Financial Officer and of the financial condition of the Company and
shall have other powers and perform such other duties as from time to time may
be prescribed for him or her by the Board, these By-Laws, the Chief Executive
Officer or a President.





The Chief
Financial Officer may be the Treasurer.





Section
10. General
Counsel. The General Counsel shall be the chief legal officer of the
Company and as such, shall:





(i)  be responsible for the supervision and
management of all judicial, administrative and other legal proceedings involving
the Company;








(ii)  prepare, revise or review or cause to
be prepared, revised or reviewed legal documents proposed to be executed on
behalf of the Company as may be requested from time to time by the directors,
officers and employees of the Company;





(iii)  render legal opinions to the directors,
officers and employees of the Company on all matters of concern to the Company
as may be requested from time to time; and





(iv)  be responsible for retaining outside
counsel for the Company, as approved by the Chief Executive
Officer.





In
addition, the General Counsel also shall have such other powers and perform such
other duties as from time to time may be prescribed for him or her by the Board,
these By- Laws or the Chief Executive Officer.





Section
11. Treasurer.
The Treasurer shall have custody of and be responsible for all funds and
securities of the Company except as otherwise provided by the Board of
Directors. The Treasurer shall disburse the funds and pledge the credit of the
Company as may be directed by the Board of Directors and also shall have such
other powers and perform such other duties as from time to time may be
prescribed for him or her by the Board, these By-Laws, the Chief Executive
Officer, a President or the Chief Financial Officer.





Section
12. Secretary.
The Secretary or any Assistant Secretary designated by the Secretary or the
President shall give, or cause to be given, notice of all meetings of
stockholders and directors and all other notices required to be given to holders
of the Company’s securities, and shall keep minutes of all meetings of the
stockholders, the Board of Directors, the Executive Committee when required, or
any other committee, if requested. The Secretary or any Assistant Secretary
shall have custody of the seal of the Company and shall have authority to affix
and attest to the same on instruments requiring it. In addition, the Secretary
shall also be responsible for supervision of the activities of the Transfer
Agent of the Company with regard to transfer of stock, maintenance of a list of
stockholders of record and payment of dividends on Company stock. The Secretary
also shall have such other powers and perform such other duties as from time to
time may be prescribed for him or her by the Board, these By-Laws, the Chief
Executive Officer, a President or the General Counsel.





Section
13. Controller.
The Controller shall be the chief accounting officer of the Company. The
Controller shall cause to be maintained accurate accounts reflecting all
business transactions of the Company and shall develop, coordinate and
administer procedures for adequate accounting control of the Company’s revenues,
expenses and capital investments. The Controller shall report and interpret the
financial results of operations to all levels of management and also shall have
such other powers and perform such other duties as from time to time may be
prescribed for him or her by the Board, these By-Laws or the Chief Executive
Officer, a President or the General Counsel.





Section
14. Other
Officers. Each of the officers elected by the Board of Directors, other
than those referred to in Sections 4 through 13 of this Article, shall have such
powers and duties as from time to time may be prescribed for him or her by the
Board, these By-Laws, the Chairman of the Board or the Chief Executive
Officer.





ARTICLE
IX





CAPITAL
STOCK





Section
1. Stock
Certificates. Each stockholder of the Company shall be entitled to one or
more certificates, under the seal of the Company or a facsimile thereof, signed
by the President or a Vice President and the Treasurer or an Assistant Treasurer
or Secretary or an Assistant Secretary of the Company, certifying the number of
shares owned by the stockholder in the Company; provided, however, that where
such certificate is signed by a registrar acting on behalf of the Company, the
signature of any such President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary of the Company, or any officer or employee of
the transfer agent, may be by facsimile.








In case
any officer of the Company, or officer or employee of the transfer agent, who
has signed or whose facsimile signature has been used on any such certificate
shall cease to be such officer of the Company, or officer or employee of the
transfer agent, because of death, resignation, or otherwise, before the
certificate is issued, such certificate shall nevertheless be deemed adopted by
the Company and may thereafter be issued and delivered by the Company as though
the person who signed such certificate or whose facsimile signature has been
used thereon had not ceased to be such officer of the Company, or officer or
employee of the transfer agent.





The
Company shall be entitled to treat the holder of record of any share or shares
of stock as the holder in fact thereof, and accordingly shall not be bound to
recognize any equitable or earlier claim to or interest in such share of shares
on the part of any other person, whether or not it has actual or other notice
thereof.





Section
2. Transfer of
Shares. The shares of stock of the Company shall be transferable upon its
books by the holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates shall be
surrendered to the Company by the delivery thereof to the person in charge of
the stock and transfer books and ledgers, or to such other person as the Board
of Directors may designate, by whom they shall be canceled, and new certificates
shall thereupon be issued.





Section
3. Lost
Certificates. A new certificate or certificates of stock may be issued in
the place of any certificate alleged to have been lost, stole n, mutilated, or
destroyed theretofore issued by the Company and/or by any corporation of which
the Company is the successor upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen, mutilated, or destroyed. The
Board of Directors may, in its discretion, require the owner or the owner’s
legal representatives, as a condition precedent to the issue of a new
certificate, in the case of a mutilated certificate, to surrender the mutilated
certificate, or in the case of a lost, destroyed or stolen certificate, to give
the Company a bond sufficient to indemnify it or its transfer agent, or both,
against any claim that may be made on account of the alleged loss, destruction
or theft of any such certificate or the issuance of any such new
certificate.





Section
4. Dividends.
Subject to the provisions of law and the Certificate of Incorporation, dividends
upon the capital stock of the Company to any class or series of shares thereof
may be declared by the Board of Directors at any regular or special meeting,
payable in cash, property or shares of the Company’s capital stock, at such
times and in such amounts as the Board of Directors, in its sole discretion, may
think appropriate and in the best interest of the Company.





ARTICLE
X





EXECUTION OF DOCUMENTS AND
INSTRUMENTS





Section
1. Deeds, Leases and
Contracts. Except as otherwise provided by these By- Laws, the Board of
Directors, or any officers of the Company authorized thereby, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the Company; such authority may
be general or confined to specific instances.





Section
2. Checks, Drafts and
Notes. 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 or other evidences of indebtedness that are
issued in the name of or payable to the Company, and only the persons so
authorized shall sign or endorse those instruments.








ARTICLE
XI





INDEMNIFICATION OF DIRECTORS
AND OFFICERS





Section
1. Power to Indemnify
in Actions, Suits or Proceedings Other Than Those by or in the Right of the
Company. Subject to Section 3 of this Article XI, the Company shall
indemnify, to the fullest extent permitted by the DGCL, as now or hereafter in
effect, any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that such person (or the legal
representative of such person) is or was a director or officer of the Company or
any predecessor of the Company, or is or was a director or officer of the
Company serving at the request of the Company as a director or officer, employee
or agent of another company, partnership, joint venture, trust, employee benefit
plan or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person’s
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person’s conduct was unlawful.





Section
2. Power to Indemnify
in Actions, Suits or Proceedings by or in the Right of the Company.
Subject to Section 3 of this Article XI, the Company shall indemnify, to the
fullest extent permitted by the DGCL, as now or hereafter in effect, any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to procure
a judgment in its favor by reason of the fact that such person (or the legal
representative of such person) is or was a director or officer of the Company or
any predecessor of the Company, or is or was a director or officer of the
Company serving at the request of the Company as a director, officer, employee
or agent of another company, partnership, joint venture, trust, employee benefit
plan or other enterprise against expenses (including attorneys’ fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.





Section
3. Authorization of
Indemnification. Any indemnification under this Article XI (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 1 or Section 2 of this
Article XI, as the case may be. Such determination shall be made, with respect
to a person who is a director or officer at the time of such determination, (i)
by a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by a majority vote of such directors, even though less than
a quorum, or (iii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or (iv) by the
stockholders (but only if a majority of the directors who are not parties to
such action, suit or proceeding, if they constitute a quorum of the board of
directors, presents the issue of entitlement to indemnification to the
stockholders for their determination). Such determination shall be made, with
respect to former directors and officers, by any person or persons authorized by
the Board to act on the matter on behalf of the Company. To the extent, however,
that a present or former director or officer of the Company has been successful
on the merits or otherwise in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith, without
the necessity of authorization in the specific case.








Section
4. Good Faith
Defined. For purposes of any determination under Section 3 of this
Article XI, to the fullest extent permitted by applicable law, a person shall be
deemed to have acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company, or, with
respect to any criminal action or proceeding, to have had no reasonable cause to
believe such person’s conduct was unlawful, if such person’s action is based on
the records or books of account of the Company or another enterprise, or on
information supplied to such person by the officers of the Company or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Company or another enterprise or on information or records given or reports
made to the Company or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Company or another enterprise. The term “another enterprise” as used in this
Section 4 shall mean any other Company or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Company as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Section 1 or 2 of this Article XI,
as the case may be.





Section
5. Indemnification by
a Court. Notwithstanding any contrary determination in the specific case
under Section 3 of this Article XI, and notwithstanding the absence of any
determination thereunder, any director or officer may apply to the Court of
Chancery in the State of Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article XI. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Section 1 or 2 of this Article XI, as the case may be. Neither a contrary
determination in the specific case under Section 3 of this Article XI nor the
absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has
not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to the Company
promptly upon the filing of such application. If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled to
be paid the expense of prosecuting such application.





Section
6. Expenses Payable in
Advance. To the fullest extent not prohibited by the DGCL, or by any
other applicable law, expenses incurred by a person who is or was a director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding; provided, however, that if the DGCL requires,
an advance of expenses incurred by any person in his or her capacity as a
director or officer (and not in any other capacity) shall be made only upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Company as authorized in this Article XI.





Section
7. Nonexclusitivity of
Indemnification. The indemnification provided by or granted pursuant to
this Article XI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the Certificate of Incorporation,
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person’s official capacity and as to action
in another capacity while holding such office, it being the policy of the
Company that indemnification of the persons specified in Sections 1 and 2 of
this Article XI shall be made to the fullest extent permitted by law. The
provisions of this Article XI shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 or 2 of this
Article XI but whom the Company has the power or obligation to indemnify under
the provisions of the DGCL, or otherwise. The Company is specifically authorized
to enter into individual contracts with any or all of its directors, officers,
employees or agents respecting indemnification and advances, to the fullest
extent not prohibited by the DGCL, or by any other applicable law.





Section
8. Insurance.
To the fullest extent permitted by the DGCL or any other applicable law, the
Company shall undertake its best efforts to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company, or is or was a director, officer, employee or agent of the Company
serving at the request of the Company as a director, officer, employee or agent
of another company, partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as
such, whether or not the Company would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article XI. Such insurance shall be in such coverage amounts, and on such terms,
as from time to time approved by a majority of the directors.








Section
9. Certain
Definitions. For purposes of this Article XI, references to “the Company”
shall include, in addition to the resulting company, any constituent company
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors or officers, so that any person who is or
was a director or officer of such constituent company, or is or was a director
or officer of such constituent company serving at the request of such
constituent company as a director, officer, employee or agent of another
company, partnership, joint venture, trust, employee benefit plan or other
enterprise, shall stand in the same position under the provisions of this
Article XI with respect to the resulting or surviving company as such person
would have with respect to such constituent company if its separate existence
had continued. For purposes of this Article XI, references to “fines” shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to “serving at the request of the Company” shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not opposed to the best
interests of the Company” as referred to in this Article XI.





Section
10. Survival of
Indemnification. The rights to indemnification conferred by this Article
XI shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors, administrators and other
personal and legal representatives of such a person.





Section
11. Limitation on
Indemnification. Notwithstanding anything contained in this Article XI to
the contrary, except for proceedings to enforce rights to indemnification (which
shall be governed by Section 5 hereof), the Company shall not be obligated to
indemnify any director or officer in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the
Company.





Section
12. Indemnification of
Employees and Agents. The Company may, to the extent authorized from time
to time by the Board of Directors, provide rights to indemnification to
employees and agents of the Company similar to those conferred in this Article
XI to directors and officers of the Company.





Section
13. Effect of
Amendment or Repeal. Neither any amendment or repeal of any Section of
this Article XI, nor the adoption of any provision of the Certificate or the
bylaws inconsistent with this Article XI, shall adversely affect any right or
protection of any director, officer, employee or other agent established
pursuant to this Article XI existing at the time of such amendment, repeal or
adoption of an inconsistent provision, including without limitation by
eliminating or reducing the effect of this Article XI, for or in respect of any
act, omission or other matter occurring, or any action or proceeding accruing or
arising (or that, but for this Article XI, would accrue or arise), prior to such
amendment, repeal or adoption of an inconsistent provision.





ARTICLE
XII





MISCELLANEOUS
PROVISIONS





Section
1. Corporate
Seal. The corporate seal shall be circular, shall bear the name of the
Company, the year of its organization and the words “Corporate Seal, Delaware,”
and shall be in such form as shall be prescribed by the Board of Directors from
time to time. Divisions of the Company may have seals as prescribed by the Board
of Directors.





Section
2. Fiscal Year.
The fiscal year of the Company shall end on December 31st of each
year.





Section
3. Notices.
Whenever the provisions of statute, the Certificate of Incorporation or these
By- laws require notice to be given to any director or stockholder, such notice,
if in writing, shall be deemed validly given if delivered personally or by
depositing the same in a United States post office or letter box in a sealed
postpaid wrapper addressed to the last known address of the director or to the
address of the stockholder appearing on the Company’s stock records. Notices so
mailed shall be deemed to have been given at the time of their mailing.
Stockholders not entitled to vote at any meeting need not be given notice
thereof except as otherwise provided by statute.








Section
4. Waiver of
Notices. A waiver in writing of any notice referred to in Section 3 of
this Article, if signed by the director or stockholder entitled thereto, shall
be deemed equivalent to the giving of such notice, regardless of when such
waiver is signed or delivered to the Company. Attendance at a meeting shall
constitute a waiver of notice of such meeting, except where such person attends
for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called or convened.





Section
5. Resignations. Any resignation of a director shall be made in writing to the
board of directors. Any resignation of a member of a committee or officer shall
be made in writing to the board of directors, the President or
Secretary.  Any such resignations shall become effective in accordance
with the Delaware General Corporation Law.





Section
6. Inspection of
Books. The Board of Directors shall determine from time to time whether
the accounts and books of the Company, or any of them, shall be opened to the
inspection of stockholders and, if permitted, when and under what conditions and
regulations the accounts and books of the Company, or any of them, shall be open
to the inspection of stockholders, and the stockholders’ rights in this respect
shall be restricted and limited accordingly.





Section
7. Amendment of
By-Laws. The stockholders, by the affirmative vote of the holders of a
majority of the voting power of the then-outstanding shares of stock entitled to
vote generally in the election of directors, voting together as a single class,
or the Board of Directors, by the affirmative vote of a majority of the
directors then in office, may at any meeting, if the substance of the proposed
amendment shall have been stated in the notice of meeting, amend, alter or
repeal any of these By-Laws.





Section
8. Severability. In case
any one or more of the provisions contained in these By-Laws shall be for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, and these By-Laws shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.