Exhibit 3.3

RESTATED
(as of May 15, 2007)
BY-LAWS OF
LENOX GROUP INC. (formerly DEPARTMENT 56, INC. and
FL 56 HOLDING CORP.)(hereinafter called the Corporation)

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ARTICLE I
OFFICES

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|Section 1. | Registered
 Office.

The registered
office of the Corporation within the State of Delaware shall be in the City of
Wilmington, County of New Castle.

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|Section 2. | Other
 Offices.

The
Corporation may also have an office or offices other than said registered
office at such place or places, either within or without the State of Delaware,
as the Board of Directors shall from time to time determine or the business of
the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

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|Section 1. | Place of
 Meetings.

All meetings
of the stockholders for the election of directors or for any other purpose
shall be held at such time and place, either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

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|Section 2. | Annual
 Meetings.

Annual
meetings of stockholders shall be held on such date and at such time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which meetings the stockholders shall elect by a
plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting in accordance with these Restated
By-laws. Written notice of the annual meeting stating the place, date and hour
of the meeting shall be given to each stockholder of record entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting. Notice of any meeting shall not be required to be given to any person
who attends such meeting, except when such person attends the meeting in person
or by proxy 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, or who, either before or after the meeting, shall submit a
signed written waiver of notice, in person or by proxy.

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|Section 3. | Special
 Meetings.

Special
meetings of stockholders, for any purpose or purposes, unless otherwise
prescribed by statute may be called by the Board of Directors, the Chairman of
the Board of Directors, if one shall have been elected, the President, the
Chief Financial Officer or the General Counsel. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten (10)
nore more than sixty (60) days before the date of the meeting to each
stockholder of record (as determined pursuant to Article V, Section 7 hereof)
entitled to vote at such meeting, and only such business as is stated in such
notice shall be acted upon thereat. Notice of any meeting shall not be required
to be given to any person who attends such meeting, except when such person
attends the meeting in person or by proxy 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, or who, either before or after the
meeting, shall submit a signed written waiver of notice, in person or by proxy.

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|Section 4. | Organization.

At each
meeting of stockholders, the Chairman of the Board, if one shall have been
elected, or, in his absence or if one shall not have been elected, the
President, shall act as chairman of the meeting. The Secretary or, in his
absence or inability to act, the person whom the chairman of the meeting shall
appoint secretary of the meeting, shall act as secretary of the meeting and
keep the minutes thereof.

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|Section 5. | Order of
 Business.

The order of
business at all meetings of the stockholders shall be as determined by the
chairman of the meeting.

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|Section 6. | Quorum,
 Adjournments.

The holders of
a majority of the voting power of the issued and outstanding stock of the
Corporation entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all
meetings of stockholders, except as otherwise provided by statute or by the
Restated Certificate of Incorporation. If, however, such quorum shall not be
present or represented by proxy at any meeting of stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented by proxy. At such adjourned meeting at which a quorum shall be
present or represented by proxy, any business may be transacted which might
have been transacted at the meeting as originally called. If the adjournment is
for more than thirty days, or, if after adjournment a new record date is set, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

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|Section 7. | Voting.

Except as
otherwise provided by statute or the Restated Certificate of Incorporation,
each stockholder of the Corporation shall be entitled at each meeting of
stockholders to one vote for each share of capital stock of the Corporation
standing in his name on the record of stockholders of the Corporation:

(a)
on the date fixed pursuant to the provisions of Section 7 of Article V of these
Restated By-laws as the record date for the determination of the stockholders
who shall be entitled to notice of and to vote at such meeting; or

(b)
if no such record date shall have been so fixed, then at the close of business
on the day next preceding the day on which notice thereof shall be given, or,
if notice is waived, at the close of business on the date next preceding the
day on which the meeting is held.

Each
stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy signed by such stockholder
or his attorney-in-fact, but no proxy shall be voted after three years from its
date, unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies. When a quorum is present
at any meeting, the affirmative vote of the holders of a majority of the voting
power of the issued and outstanding stock of the Corporation entitled to vote
thereon, present in person or represented by proxy, shall decide any question
brought before such meeting, except (i) in the case of the election of
directors, directors shall be elected by a plurality of the votes cast and (ii)
if the question is one upon which by express provision of statute or of the
Restated Certificate of Incorporation or of these Restated By-Laws, a different
vote is required, then in such case such express provision shall govern and
control the decision of such question. Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any
question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

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|Section 8. | Action by
 Consent.

Whenever the
vote of stockholders at a meeting thereof is required or permitted to be taken
for or in connection with any corporate action, by any provision of statute or
of the Restated Certificate of Incorporation or of these Restated By-Laws, the
meeting and vote of stockholders may be dispensed with, and the action taken
without such meeting and vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding 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 of stock of the Corporation
entitled to vote thereon were present and voted.

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|Section 9. | List of
 Stockholders Entitled to Vote.

At least ten
days before every meeting of stockholders, a complete list of the stockholders
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 shall be prepared. 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 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not 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 any stockholder of the Corporation who is
present.

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|Section 10. | Inspectors.

The Board of
Directors may, in advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the chairman of the
meeting shall, or if inspectors shall not have been appointed, the chairman of
the meeting may, appoint one or more inspectors. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall
determine the number of shares of capital stock of the Corporation outstanding
and the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

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|Section 11. | Notice of
 Stockholder Proposals and Nominations.

(a)
At any annual meeting, only such business shall be conducted, and only such
proposals shall be acted upon, including, without limitation, the nomination of
persons for election to the Board of Directors, as shall have been brought
before the annual meeting (i) by, or at the direction of, the Board of
Directors or (ii) by any stockholder of the Corporation who properly complies
with the notice procedures set forth in paragraph (b) of this Section 11.

(b)
For a nomination or proposal to be properly brought before an annual meeting by
a stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, such stockholders notice
must be delivered to, or mailed to and received at, the principal executive
offices of the Corporation not less than sixty (60) days and not more than
ninety (90) days prior to the scheduled annual meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date; provided,
however, that if less than seventy (70) days notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, notice
by the stockholder, to be timely, must be so delivered or received not later
than the close of business on the tenth (10th) day following the earlier of the
day on which such notice of the date of the scheduled annual meeting was mailed
or the day on which such public disclosure was made. A stockholders notice to
the Secretary shall set forth (i) (A) as to each person whom the

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stockholder
proposes to nominate for election to the Board of Directors, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, and Rule 14a-11 thereunder, including, without
limitation, such persons written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected and (B) as to any other
matter the stockholder proposes to bring before the annual meeting, a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; and (ii) as to
any matter the stockholder proposes to bring before the annual meeting
(including the nomination for election of Directors), (A) the name and address
as they appear on the Corporations books, of the stockholder proposing such
business and any other stockholders known by such stockholder to be supporting
such proposal (or nomination), (B) the class and number of shares of the
Corporations stock which are beneficially owned by the stockholder on the date
of such stockholders notice and by any other stockholders known by such
stockholder to be supporting such proposal (or nomination) on the date of such
stockholders notice and (C) any financial interest of the stockholder in such
proposal (or nomination).

(c)
The chairman of the meeting of stockholders, determined in accordance with
Section 4 of this Article II, shall have the power and duty to determine
whether a stockholder proposal or nomination, as the case may be, was made in
accordance with the terms of this Section 11 and, if a stockholder proposal or
nomination was not made in accordance with such terms, to declare that such
proposal or nomination shall be disregarded.

(d)
Nothing in this Section 11 shall prevent the consideration and approval or
disapproval at a meeting of stockholders of reports of officers, directors and
committees of the Board of Directors; but, in connection with such reports, no
business shall be acted upon at such meeting unless the procedures set forth in
this Section 11 are complied with.

ARTICLE III
DIRECTORS

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|Section 1. | Duties and
 Powers.

The business
of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Restated Certificate of
Incorporation or by these Restated By-laws directed or required to be exercised
or done by the stockholders.

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|Section 2. | Number,
 Qualification, Election and Term of Directors.

Subject to the
rights, if any, of holders of the Preferred Stock of the Corporation, the Board
of Directors shall consist of not less than one nor more than twenty-one
members, the exact number of which shall be fixed from time to time by the
affirmative vote of a majority of the entire Board of Directors. Any decrease
in the number of directors shall be effective at the time of the next
succeeding annual meeting of stockholders unless there shall be vacancies in
the Board of Directors, in which case such decrease may become effective at any
time prior to the next succeeding annual meeting to the extent of the number of
such vacancies. Directors need not be stockholders. Except as otherwise
provided by statute or these Restated By-Laws, the directors (other than
members of the initial Board of Directors) shall be elected by a plurality of
votes cast at the annual meeting of stockholders. Each director shall hold
office until his successor shall have been elected and qualified, or until his
death, or until he shall have resigned, or have been removed, as hereinafter
provided in these Restated By-Laws.

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|Section 3. | Vacancies.

Any vacancy in
the Board of Directors, whether arising from death, resignation, removal (with
or without cause), an increase in the number of directors or any other cause,
may be filled by the vote of a majority of the directors then in office, though
less than a quorum, or by the sole remaining director or by the stockholders at
the next annual meeting thereof or at a special meeting thereof. Each director
so elected shall hold office until his successor shall have been elected and
qualified.

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|Section 4. | Meetings.

The Board of
Directors of the Corporation may hold meetings, both regular and special,
either within or without the State of Delaware. Regular meetings of the Board
of Directors may be held without notice at such time and at such place as may
from time to time be determined by the Board of Directors. Special meetings of
the Board of Directors may be called by the Chairman of the Board of Directors,
if one shall have been elected, by a majority of the Board of Directors or by the
President of the Corporation. Notice thereof stating the place, date and hour
of the meeting shall be given to each director either by mail not less than
forty-eight hours before the date of the meeting, or personally or by
telephone, telegram, telex or similar means of communication on twenty-four
hours notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

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|Section 5. | Quorum and
 Manner of Acting.

A majority of
the entire Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, and, except as otherwise
expressly required by statute or the Restated Certificate of Incorporation or
these Restated By-laws, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum at any meeting of the Board of Directors,
a majority of the directors present thereat may adjourn such meeting to another
time and place. Notice of the time and place of any such adjourned meeting
shall be given to all of the directors unless such time and place were
announced at the meeting at which the adjournment was taken, in which case such
notice need only be given to the directors who were not present thereat. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. The
directors shall act only as a Board and the individual directors shall have no power as such.

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|Section 6. | Action by
 Consent.

Unless
restricted by the Restated Certificate of Incorporation, any action required or
permitted to be taken by the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board of
Directors or such committee, as the case may be.

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|Section 7. | Telephonic
 Meeting.

Unless
restricted by the Restated Certificate of Incorporation, any one or more
members of the Board of Directors or any committee thereof may participate in a
meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

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|Section 8. | Committees.

The Board of
Directors may, by resolution passed by a majority of the entire Board of
Directors, designate one or more committees, including an executive committee,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

Except to the
extent restricted by statute or the Restated Certificate of Incorporation, each
such committee, to the extent provided in the resolution creating it, shall
have and may exercise all the powers and authority of the Board of Directors
and may authorize the seal of the Corporation to be affixed to all papers which
require it. Each such committee shall serve at the pleasure of the Board of
Directors and have such name as may be determined from time to time by
resolution adopted by the Board of Directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors.

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|Section 9. | Fees and
 Compensation.

Directors and
members of committees may receive such compensation, if any, for their
services, and such reimbursement for expenses, as may be fixed or determined by
the Board of Directors. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

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|Section 10. | Resignations.

Any director
of the Corporation may resign at any time by giving written notice of his
resignation to the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

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|Section 11. | Removal of
 Directors.

Any director
may be removed, either with or without cause, at any time, by the holders of a
majority of the voting power of the issued and outstanding capital stock of the
Corporation entitled to vote at an election of directors.

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|Section 12. | Interested
 Directors.

No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board of Directors or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purposes if (a) the material
facts as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the directors or committee who then
in good faith authorizes the contract or transaction by the affirmative votes
of a majority of the disinterested directors, even though the disinterested
directors be less than a quorum, or (b) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (c) the contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

ARTICLE IV
OFFICERS

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|Section 1. | General.

The officers
of the Corporation shall be chosen by the Board of Directors and shall include
a President, one or more Vice Presidents, the Secretary, and the Treasurer. The
Board of Directors, in its discretion, may also choose as an officer of the
Corporation a Chairman of the Board and may elect other officers (including a
Vice Chairman of the Board, one or more Assistant Secretaries and one or more
Assistant Treasurers) as may be necessary or desirable for the business of the
Corporation. Such officers as the Board of Directors may choose shall have such
terms of office, shall perform such duties and shall have such powers as from
time to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any officer of the Corporation the power to choose
such other officers and to proscribe their respective duties and powers. Any
number of offices may be held by the same person, unless otherwise prohibited
by law, the Restated

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Certificate of
Incorporation or these Restated By-laws. The officers of the Corporation need
not be stockholders of the Corporation nor, except in the case of the Chairman
or Vice-Chairman of the Board of Directors, need such officers be directors of
the Corporation.

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|Section 2. | Election and
 Removal.

All officers
of the Corporation shall hold office until their successors are chosen and
qualified, or until their earlier resignation or removal. Any officer elected
by the Board of Directors may be removed at any time by the Board of Directors
with or without cause. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors. The compensation of all officers of
the Corporation shall be fixed by the Board of Directors or such committee or
officers as the Board of Directors in its sole discretion may designate. An
officer of the Corporation shall not be prevented from receiving compensation
by reason of the fact that he is also a director of the Corporation.

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|Section 3. | Resignations.

Any officer of
the Corporation may resign at any time by giving written notice of his
resignation to the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon receipt. Unless otherwise specified
therein, the acceptance of any such resignation shall not be necessary to make
it effective.

ARTICLE V
STOCK CERTIFICATES AND THEIR TRANSFER

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|Section 1. | Stock
 Certificates.

The stock of
the Corporation may be either certificated stock or uncertificated stock or a
combination thereof. A resolution approved by a majority of the Board of
Directors may provide that some or all of any or all classes and series of
stock of the Corporation will be uncertificated. Each holder of duly issued
certificated stock of the Corporation shall be entitled to a certificate for
such stock, to be in such form as shall be prescribed by law and adopted by the
Board of Directors. Certificates for such stock shall be numbered in the order
in which they shall be issued and shall be signed, in the name of the
Corporation, by the Chairman of the Board or the President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, if there be one, or by such officers as the Board
of Directors may designate.

If
the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restriction of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, or, if uncertificated, in the notice required to be
sent to the registered owner thereof in accordance with Delaware law; provided
that, except as otherwise provided in Section 202 of the General Corporation
Law of the State of Delaware, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to

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represent such
class or series of stock, or, in the case of uncertificated stock, in the
notice required to be sent to the registered owner thereof, a statement that
the Corporation will furnish without charge to each stockholder who so requests
the designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

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|Section 2. | Facsimile
 Signatures.

Any or all of
the signatures on a certificate maybe a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

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|Section 3. | Lost
 Certificates.

The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen, or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as the Board of Directors
shall require and/or to give the Corporation a bond in such sum as it may
direct sufficient to indemnify it against any claim that may be made against
the Corporation on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.

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|Section 4. | Transfers 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,
assignment or authority to transfer, it shall be the duty of the Corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its records; provided, however,
that the Corporation shall be entitled to recognize and enforce any lawful
restriction on transfer. Upon a transfer of uncertificated shares of stock, the
record of such persons stock shall be cancelled and shares shall be
transferred to the person entitled thereto upon the issuance of a certificate
or an electronic transfer of such shares. A record shall be made of each
transfer and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

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|Section 5. | Transfer
 Agents and Registrars.

The Board of
Directors may appoint, or authorize any officer or officers to appoint, one or
more transfer agents and one or more registrars.

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|Section 6. | Regulations.

The Board of
Directors may make such additional rules and regulations, not inconsistent with
these Restated By-laws, as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the Corporation.

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|Section 7. | Fixing the
 Record Date.

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In order that
the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to,
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.

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|Section 8. | Registered
 Stockholders.

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

ARTICLE VI
NOTICES

|           |         
|---------- | --------
|Section 1. | Notices.

Whenever
written notice is required by law, the Restated Certificate of Incorporation or
these Restated By-laws to be given to any director or stockholder, such notice
may be given by mail, addressed to such director or stockholder, at his or her
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Written notice may also be given
personally or by telegram, telex, cable or facsimile transmission.

|           |                    
|---------- | -------------------
|Section 2. | Waivers of
 Notice.

Whenever any notice is required
by law, the Restated Certificate of Incorporation or these Restated By-laws to
be given to any director or stockholder, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

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ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS

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|---------- | --------
|Section 1. | General.

The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) (Proceeding) by reason of the fact that he is or was a director
or officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (Indemnitee), against
expenses (including attorneys fees) and losses, claims, liabilities,
judgments, fines and amounts paid in settlement actually incurred by him in
connection with such Proceeding (Losses) if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however,
that except as provided in Section 6 of this Article VII, the Corporation
shall indemnify any such Indemnitee in connection with a Proceeding initiated
by such Indemnitee only if such Proceeding was authorized by the Board of
Directors.

|           |                                                
|---------- | -----------------------------------------------
|Section 2. | Actions by
 or in the Right of the Corporation.

The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any Proceeding brought by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (also an
Indemnitee) against expenses (including attorneys fees) and Losses actually
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which Delaware law expressly prohibits such indemnification by reason of an
adjudication of liability of such person to the Corporation unless and only to
the extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine equitable under the
circumstances.

|           |                                   
|---------- | ----------------------------------
|Section 3. | Indemnification
 in Certain Cases.

Notwithstanding
any other provision of this Article VII, to the extent that an Indemnitee has
been wholly successful on the merits or otherwise in any Proceeding referred to
in Sections 1 or 2 of this Article VII on any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys fees) and Losses
actually incurred by him in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Corporation shall indemnify Indemnitee, against expenses (including
attorneys fees) and Losses actually incurred by Indemnitee in connection with
each successfully resolved claim, issue or matter. In any review or Proceeding
to determine such extent of indemnification, the Corporation shall bear the
burden of proving any lack of success and which amounts sought in indemnity are
allocable to claims, issues or matters which were not successfully resolved.
For purposes of this Section 3 and without limitation, the termination of any
such claim, issue or matter by dismissal with or without prejudice shall be
deemed to be a successful resolution as to such claim, issue or matter.

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|           |           
|---------- | ----------
|Section 4. | Procedure.

(a)
Any indemnification under Sections 1 and 2 of this Article VII (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the Indemnitee is proper
(except that the right of Indemnitee to receive payments pursuant to Section 5
of this Article VII shall not be subject to this Section 4) in the
circumstances because he has met the applicable standard of conduct set forth
in such Sections 1 and 2. Such determination shall be made promptly, but in no
event later than 90 days after receipt by the Corporation of Indemnitees
written request for indemnification. The Secretary of the Corporation shall,
promptly upon receipt of Indemnitees request for indemnification, advise the
Board of Directors that Indemnitee has made such request for indemnification.

(b)
The entitlement of Indemnitee to indemnification shall be determined in the
specific case by a majority vote of a quorum of the Board of Directors
consisting of disinterested directors unless such a quorum is not obtainable or
the Board of Directors, by the majority vote of disinterested directors,
directs that the determination shall be made by independent legal counsel.

(c)
In the event the determination of entitlement is to be made by independent
legal counsel, such independent legal counsel shall be selected by the Board of
Directors and approved by Indemnitee. Upon failure of the Board of Directors to
so select such independent legal counsel or upon failure of Indemnitee to so
approve, such independent legal counsel shall be selected by the American
Arbitration Association in New York, New York or such other person as such
Association shall designate to make such selection.

(d)
If the Board of Directors or independent legal counsel shall have determined
that Indemnitee is not entitled to indemnification to the full extent of
Indemnitees request, Indemnitee shall have the right to seek entitlement to
indemnification in accordance with the procedures set forth in Section 6 of
this Article VII.

(e)
If the person or persons empowered pursuant to Section 4(b) of this Article VII
to make a determination with respect to entitlement to indemnification shall
have failed to make the requested determination within 90 days after receipt by
the Corporation of such request, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
absolutely entitled to such indemnification, absent (i) misrepresentation by
Indemnitee of a material fact in the request for indemnification or (ii) a
final judicial determination that all or any part of such indemnification is
expressly prohibited by law.

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(f)
The termination of any proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of
itself, adversely affect the rights of Indemnitee to indemnification hereunder
except as may be specifically provided herein, or create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Corporation or create a presumption that (with respect to any criminal action
or proceeding) Indemnitee had reasonable cause to believe that Indemnitees
conduct was unlawful.

(g)
For purposes of any determination of good faith hereunder, Indemnitee shall be
deemed to have acted in good faith if Indemnitees action is based on the
records or books of account of the Corporation or an affiliate, including
financial statements, or on information supplied to Indemnitee by the officers
of the Corporation or an affiliate in the course of their duties, or on the
advice of legal counsel for the Corporation or an affiliate or on information
or records given or reports made to the Corporation or an affiliate by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Corporation or an affiliate. The
Corporation shall have the burden of establishing the absence of good faith.
The provisions of this Section 4(g) of this Article VII shall not be deemed to
be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in these Restated By-Laws.

(h)
The knowledge and/or actions, or failure to act, of any director, officer,
agent or employee of the Corporation or an affiliate shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under these
Restated By-Laws.

|           |                                  
|---------- | ---------------------------------
|Section 5. | Advances for
 Expenses and Costs.

All expenses
(including attorneys fees) incurred by or on behalf of Indemnitee (or
reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding shall be paid by the Corporation in
advance of the final disposition of such Proceeding within twenty days after the
receipt by the Corporation of a statement or statements from Indemnitee
requesting from time to time such advance or advances whether or not a
determination to indemnify has been made under Section 4 of this Article VII.
Indemnitees entitlement to such advancement of expenses shall include those
incurred in connection with any Proceeding by Indemnitee seeking an
adjudication or award in arbitration pursuant to these Restated By-Laws. Such
statement or statements shall reasonably evidence such expenses incurred (or
reasonably expected to be incurred) by Indemnitee in connection therewith and
shall include or be accompanied by a written undertaking by or on behalf of
Indemnitee to repay such amount if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified therefor pursuant to the terms of
this Article VII.

|           |                                                                             
|---------- | ----------------------------------------------------------------------------
|Section 6. | Remedies in
 Cases of Determination not to Indemnify or to Advance Expenses.

(a)
In the event that (i) a determination is made that Indemnitee is not entitled
to indemnification hereunder, (ii) advances are not made pursuant to
Section 5 of this Article VII or (iii) payment has not been timely made
following a determination of entitlement to indemnification pursuant to Section
4 of this Article VII, Indemnitee shall be entitled to seek a final
adjudication either through an arbitration proceeding or in an appropriate
court of the State of Delaware or any other court of competent jurisdiction of
Indemnitees entitlement to such indemnification or advance.

(b)
In the event a determination has been made in accordance with the procedures

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set forth in
Section 4 of this Article VII, in whole or in part, that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration referred to
in paragraph (a) of this Section 6 shall be de novo and
Indemnitee shall not be prejudiced by reason of any such prior determination
that Indemnitee is not entitled to indemnification, and the Company shall bear
the burdens of proof specified in Sections 3 and 4 of this Article VII in such
proceeding.

(c)
If a determination is made or deemed to have been made pursuant to the terms of
Sections 4 or 6 of this Article VII that Indemnitee is entitled to indemnification,
the Corporation shall be bound by such determination in any judicial proceeding
or arbitration in the absence of (i) a misrepresentation of a material fact by
Indemnitee or (ii) a final judicial determination that all or any part of such indemnification
is expressly prohibited by law.

(d)
To the extent deemed appropriate by the court, interest shall be paid by the
Corporation to Indemnitee at a reasonable interest rate for amounts which the
Corporation indemnifies or is obliged to indemnify Indemnitee for the period
commencing with the date on which Indemnitee requested indemnification (or
reimbursement or advancement of expenses) and ending with the date on which
such payment is made to Indemnitee by the Corporation.

|           |                       
|---------- | ----------------------
|Section 7. | Rights
 Non-Exclusive.

The rights of
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VII shall not be deemed exclusive of any other rights to which
any person seeking indemnification or advancement of expenses may be entitled
under any law, certificate of incorporation, by-law, agreement, vote of
stockholders or resolution of directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office.

|           |           
|---------- | ----------
|Section 8. | Insurance.

The
Corporation shall have power to 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 the request 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 his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VII.

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|           |                            
|---------- | ---------------------------
|Section 9. | Definition
 of Corporation.

For the
purposes of this Article VII, references to the Corporation include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporations as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article VII with respect to the resulting or surviving corporation as he would
if he had served the resulting or surviving corporation in the same capacity.

|            |                     
|----------- | --------------------
|Section 10. | Survival of
 Rights.

The
indemnification and advancement of expenses provided by, or granted pursuant to
this Article VII shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

|            |                                                             
|----------- | ------------------------------------------------------------
|Section 11. | Indemnification
 of Employees and Agents of the Corporation.

The
Corporation may, by action of the Board of Directors from time to time, grant
rights to indemnification and advancement of expenses to employees and agents
of the Corporation with the same scope and effect as the provisions of this
Article VII with respect to the indemnification of directors and officers of
the Corporation.

ARTICLE VIII
GENERAL PROVISIONS

|           |           
|---------- | ----------
|Section 1. | Dividends.

Subject to the
provisions of statute and the Restated Certificate of Incorporation, dividends
upon the shares of capital stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting. Dividends may be paid in
cash, in property or in shares of stock of the Corporation, unless otherwise
provided by statute or the Restated Certificate of Incorporation.

|           |          
|---------- | ---------
|Section 2. | Reserves.

Before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors may, from
time to time, in its absolute discretion, think proper as a reserve or reserves
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors may think conducive to the interests of the Corporation. The
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

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|           |      
|---------- | -----
|Section 3. | Seal.

The seal of
the Corporation shall be in such form as shall be approved by the Board of
Directors.

|           |             
|---------- | ------------
|Section 4. | Fiscal Year.

The fiscal
year of the Corporation shall be fixed, and once fixed, may thereafter be
changed, by resolution of the Board of Directors.

|           |                             
|---------- | ----------------------------
|Section 5. | Checks,
 Notes, Drafts, Etc.

All checks,
notes, drafts or other orders for the payment of money of the Corporation shall
be signed, endorsed or accepted in the name of the Corporation by such officer,
officers, person or persons as from time to time may be designated by the Board
of Directors or by an officer or officers authorized by the Board of Directors
to make such designation.

|           |                                     
|---------- | ------------------------------------
|Section 6. | Execution of
 Contracts, Deeds, Etc.

The Board of
Directors may authorize any officer or officers, agent or agents, in the name
and on behalf of the Corporation to enter into or execute and deliver any and
all deeds, bonds, mortgages, contracts and other obligations or instruments,
and such authority may be general or confined to specific instances.

|           |                                        
|---------- | ---------------------------------------
|Section 7. | Voting of
 Stock in Other Corporations.

Unless
otherwise provided by resolution of the Board of Directors, the Chairman of the
Board or the President, from time to time, may (or may appoint one or more
attorneys or  agents to) cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other securities of
such other corporation. In the event one or more attorneys or agents are
appointed, the Chairman of the Board or the President may instruct the person
or persons so appointed as to the manner of casting such votes or giving such
consent. The Chairman of the Board or the President may, or may instruct the
attorneys or agents appointed to, execute or cause to be executed in the name
and on behalf of the Corporation and under its seal or otherwise, such written
proxies, consents, waivers or other instruments as may be necessary or proper
in the circumstances.

ARTICLE IX
AMENDMENTS

These Restated By-Laws may be
altered, amended or repealed, in whole or in part, or new By-laws may be
adopted by either the affirmative vote of the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote thereon or by the
Board of Directors.

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