**EXHIBIT3.1**

**AMENDEDAND**

**RESTATEDBYLAWS**

**OF**

**THERMADYNEHOLDINGS CORPORATION**

**ADelaware Corporation**

**Effective as of November 15, 2006**

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**TABLEOF CONTENTS**
|                                          | **Page**                                       |
|------------------------------------------|------------------------------------------------|
| ** **                               | ** **                                     |
| **ARTICLE I: OFFICES**                   | **1**                                          |
| **1.1**                                  | **Registered Office and Agent**                | **1** |
| **1.2**                                  | **Other Offices**                              | **1** |
| ** **                               | ** **                                     | ** ** |
| **ARTICLE II: MEETINGS OF STOCKHOLDERS** | **1**                                          |
| **2.1**                                  | **Annual Meeting**                             | **1** |
| **2.2**                                  | **Business to be Conducted at Annual Meeting** | **2** |
| **2.3**                                  | **Special Meetings**                           | **3** |
| **2.4**                                  | **Place of Meetings**                          | **3** |
| **2.5**                                  | **Notice of Meetings**                         | **3** |
| **2.6**                                  | **Nomination of Directors**                    | **4** |
| **2.7**                                  | **Voting List**                                | **5** |
| **2.8**                                  | **Quorum**                                     | **5** |
| **2.9**                                  | **Required Vote: Withdrawal of Quorum**        | **6** |
| **2.10**                                 | **Method of Voting: Proxies**                  | **6** |
| **2.11**                                 | **Record Date**                                | **6** |
| **2.12**                                 | **Conduct of Meeting**                         | **7** |
| **2.13**                                 | **Inspectors**                                 | **7** |
| ** **                               | ** **                                     | ** ** |
| **ARTICLE III: DIRECTORS**               | **7**                                          |
| **3.1**                                  | **Management**                                 | **7** |
| **3.2**                                  | **Number; Qualification; Election; Term**      | **7** |
| **3.3**                                  | **Change in Number**                           | **8** |
| **3.4**                                  | **Removal; Vacancies**                         | **8** |
| **3.5**                                  | **Meetings of Directors**                      | **8** |
| **3.6**                                  | **First Meeting**                              | **8** |
| **3.7**                                  | **Election of Officers**                       | **8** |
| **3.8**                                  | **Regular Meetings**                           | **8** |
| **3.9**                                  | **Special Meetings**                           | **8** |
| **3.10**                                 | **Notice**                                     | **8** |
| **3.11**                                 | **Quorum; Majority Vote**                      | **9** |
| **3.12**                                 | **Procedure**                                  | **9** |

 

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| **3.13**                                       | **Presumption of Assent**           | **9**      |
|------------------------------------------------|-------------------------------------|------------|
| **3.14**                                       | **Compensation**                    | **9**      |
| ** **                                     | ** **                          | ** ** |
| **ARTICLE IV: COMMITTEES**                     | **9**                               |
| **4.1**                                        | **Designation**                     | **9**      |
| **4.2**                                        | **Number; Qualification; Term**     | **10**     |
| **4.3**                                        | **Authority**                       | **10**     |
| **4.4**                                        | **Committee Changes**               | **10**     |
| **4.5**                                        | **Alternate Members of Committees** | **10**     |
| **4.6**                                        | **Regular Meetings**                | **10**     |
| **4.7**                                        | **Special Meetings**                | **10**     |
| **4.8**                                        | **Quorum; Majority Vote**           | **10**     |
| **4.9**                                        | **Minutes**                         | **10**     |
| **4.10**                                       | **Compensation**                    | **11**     |
| **4.11**                                       | **Responsibility**                  | **11**     |
| ** **                                     | ** **                          | ** ** |
| **ARTICLE V: NOTICE**                          | **11**                              |
| **5.1**                                        | **Method**                          | **11**     |
| **5.2**                                        | **Waiver**                          | **11**     |
| ** **                                     | ** **                          | ** ** |
| **ARTICLE VI: OFFICERS**                       | **11**                              |
| **6.1**                                        | **Number; Titles; Term of Office**  | **11**     |
| **6.2**                                        | **Removal**                         | **12**     |
| **6.3**                                        | **Vacancies**                       | **12**     |
| **6.4**                                        | **Authority**                       | **12**     |
| **6.5**                                        | **Compensation**                    | **12**     |
| **6.6**                                        | **Chairman of the Board**           | **12**     |
| **6.7**                                        | **Chief Executive Officer**         | **12**     |
| **6.8**                                        | **Vice Presidents**                 | **12**     |
| **6.9**                                        | **Treasurer**                       | **13**     |
| **6.10**                                       | **Assistant Treasurers**            | **13**     |
| **6.11**                                       | **Secretary**                       | **13**     |
| **6.12**                                       | **Assistant Secretaries**           | **13**     |
| ** **                                     | ** **                          | ** ** |
| **ARTICLE VII: CERTIFICATES AND STOCKHOLDERS** | **13**                              |
| **7.1**                                        | **Certificates for Shares**         | **13**     |

 

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| **7.2**                                    | **Replacement of Lost or Destroyed Certificates** | **14**     |
|--------------------------------------------|---------------------------------------------------|------------|
| **7.3**                                    | **Transfer of Shares**                            | **14**     |
| **7.4**                                    | **Registered Stockholders**                       | **14**     |
| **7.5**                                    | **Regulations**                                   | **14**     |
| **7.6**                                    | **Legends**                                       | **14**     |
| ** **                                 | ** **                                        | ** ** |
| **ARTICLE VIII: MISCELLANEOUS PROVISIONS** | **14**                                            |
| **8.1**                                    | **Dividends**                                     | **14**     |
| **8.2**                                    | **Reserves**                                      | **15**     |
| **8.3**                                    | **Books and Records**                             | **15**     |
| **8.4**                                    | **Fiscal Year**                                   | **15**     |
| **8.5**                                    | **Seal**                                          | **15**     |
| **8.6**                                    | **Resignations**                                  | **15**     |
| **8.7**                                    | **Securities of Other Corporations**              | **15**     |
| **8.8**                                    | **Telephone Meetings**                            | **15**     |
| **8.9**                                    | **Action Without a Meeting**                      | **15**     |
| **8.10**                                   | **Invalid Provisions**                            | **16**     |
| **8.11**                                   | **Mortgages, etc**                                | **16**     |
| **8.12**                                   | **Headings**                                      | **16**     |
| **8.13**                                   | **References**                                    | **17**     |
| **8.14**                                   | **Amendments**                                    | **17**     |

 

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**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**THERMADYNE HOLDINGS CORPORATION**

**A DELAWARE CORPORATION**

**PREAMBLE**

TheseAmended and Restated Bylaws (the “Bylaws”) are subject to, and governedby, the General Corporation Law of the State of Delaware (“DGCL”) andthe Amended and Restated Certificate of Incorporation (“Certificate ofIncorporation”) of Thermadyne Holdings Corporation, a Delaware corporation (the“Corporation”).  In the event of adirect conflict between the provisions of these Bylaws and the mandatoryprovisions of the DGCL or the provisions of the Certificate of Incorporation ofthe Corporation, such provisions of the DGCL or the Certificate ofIncorporation of the Corporation, as the case may be, will be controlling.

# **ARTICLE I: OFFICES**

## 1.1                                 Registered Office andAgent.  The registered office andregistered agent of the Corporation shall be as designated from time to time bythe appropriate filing by the Corporation in the office of the Secretary ofState of the State of Delaware.

## 1.2                                 Other Offices.  The Corporation may also have offices at suchother places, both within and without the State of Delaware, as the Board ofDirectors may from time to time determine or as the business of the Corporationmay require.

# **ARTICLE II:  MEETINGS OF STOCKHOLDERS**

## 2.1                                 Annual Meeting.  An annual meeting of stockholders shall beheld on such day and at such time as may be designated by the Board ofDirectors for the purpose of electing Directors and for the transaction of suchother business as properly may come before such meeting. Any previouslyscheduled annual meeting of the stockholders may be postponed by resolution ofthe Board of Directors upon public notice given on or prior to the datepreviously scheduled for such annual meeting of stockholders.

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## 2.2                                 Business to be Conductedat Annual Meeting.

#### (a)                                  At an annual meetingof stockholders, only such business shall be conducted as shall have beenbrought before the meeting (i) pursuant to the Corporation’s notice of themeeting, (ii) by or at the direction of the Board of Directors or (iii) by anystockholder of the Corporation who is a stockholder of record at the time ofgiving of the notice provided for in this Bylaw, who shall be entitled to voteat such meeting and who shall have complied with the notice procedures set forthin this Bylaw.

#### (b)                                 For business to beproperly brought before an annual meeting by a stockholder pursuant to Section(a) (iii) of this Bylaw, notice in writing must be delivered or mailed to theSecretary and received at the General Offices of the Corporation, not less than90 days nor more than 120 days prior to the first anniversary of the precedingyear’s annual meeting; provided, however, that in the event that the date ofthe meeting is advanced by more than 30 days or delayed by more than 60 daysfrom such anniversary date, notice by the stockholder must be received notearlier than the 120th day prior to such annual meeting and not later than theclose of business on the later of the 90th day prior to such annual meeting orthe 10th day following the day on which public announcement of the date of theannual meeting is first made. Such stockholder’s notice shall set forth as toeach matter the stockholder proposes to bring before the annual meeting (i) abrief description of the business to be brought before the annual meeting andthe reasons for conducting such business at such meeting; (ii) the name andaddress, as they appear on the Corporation’s books, of the stockholderproposing such business, and the name and address of the beneficial owner, if any,on whose behalf the proposal is made; (iii) the class and number of shares ofthe Corporation’s stock which are beneficially owned by the stockholder, and bythe beneficial owner, if any, on whose behalf the proposal is made; and (iv)any material interest of the stockholder, and of the beneficial owner, if any,on whose behalf the proposal is made, in such business. For purposes of theseBylaws, “public announcement” shall mean disclosure in a press release reportedby the Dow Jones News Service, Associated Press or comparable news service orin a document publicly filed by the Corporation with the Securities andExchange Commission pursuant to Section 13, 14 or 15(b) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”).

#### (c)                                  Notwithstandinganything in these Bylaws to the contrary, no business shall be conducted at anannual meeting except in accordance with the procedures set forth in thisBylaw. The Chairman of the meeting may, if the facts warrant, determine thatthe business was not properly brought before the meeting in accordance with theprovisions of this Bylaw; and if the Chairman should so determine, the Chairmanshall so declare to the meeting, and any such business not properly broughtbefore the meeting shall not be transacted. Notwithstanding the foregoingprovisions of this Bylaw, a stockholder shall also comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunder withrespect to the matters set forth in this Bylaw. Nothing in this Bylaw shall bedeemed to affect any rights of stockholders to request inclusion of proposalsin the Corporation’s proxy statement pursuant to Rule 14a-8 under

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#### the Exchange Act. The provisions of thisSection 2.2 shall also govern what constitutes timely notice for purposes ofRule l4a-4(c) of the Exchange Act.

## 2.3                                 Special Meetings.  Special meetings of stockholders, unlessotherwise provided by the law of Delaware, may be called pursuant to resolutionof the Board of Directors. The Board of Directors shall have the sole right todetermine the proper purpose or purposes of such meeting. Business transactedat a special meeting of stockholders shall be confined to the purpose orpurposes of the meeting as stated in the notice of such meeting. Any previouslyscheduled special meeting of the stockholders may be postponed by resolution ofthe Board of Directors upon notice by public announcement given on or prior tothe date previously scheduled for such special meeting of stockholders.

## 2.4                                 Place ofMeetings.  All meetings of stockholdersshall be held at the General Offices of the Corporation in the County of St.Louis, State of Missouri, unless otherwise determined by resolution of theBoard of Directors; provided that the Board may, in its sole discretion, determinethat the meeting shall not be held a place, but may instead be held solely bymeans of remote communication as authorized by Section 211(a) (2) of the DGCL.

## 2.5                                 Notice of Meetings.

#### (a)                                  Except as otherwiserequired by the law of Delaware notice of each meeting of the stockholders,whether annual or special, shall be given, by or at the direction of theSecretary or Chief Executive Officer, except that (i) it shall not be necessaryto give notice to any stockholder who properly waives notice before or afterthe meeting, whether in writing or by electronic transmission or otherwise, and(ii) no notice of an adjourned meeting need be given except when required underthese Bylaws or by law.  Such noticeshall state the place, date and hour of the meeting, and in the case of aspecial meeting, shall also state the purpose or purposes thereof.  Each notice of a meeting shall be given,personally or by mail or, as provided by means of electronic transmission, notless than 10 nor more than 60 days before the meeting and shall state the timeand place of the meeting, or if held by remote communications, the means ofremote communications by which stockholders and proxyholders may be deemed tobe present in person and vote at such meeting, and unless it is the annualmeeting, shall state at whose direction or request the meeting is called andthe purposes for which it is called. The attendance of any stockholder at ameeting, without protesting at the beginning of the meeting that the meeting isnot lawfully called or convened, shall constitute a waiver of notice by him orher. Any previously scheduled meeting of stockholders may be postponed, and(unless the Certificate of Incorporation otherwise provides) any specialmeeting of stockholders may be canceled, by resolution of the Board upon publicannouncement (as defined in Section 2.2 of these Bylaws) given on or prior tothe date previously scheduled for such meeting of stockholders.

#### (b)                                 Without limiting themanner by which notice otherwise may be given effectively to stockholders, anynotice to a stockholder given by the Corporation may be given by a form ofelectronic transmission consented to by the stockholder to whom the notice isgiven. Any such consent shall be revocable by the stockholder by written noticeto the Corporation. Any such consent shall be deemed revoked (i) if theCorporation is

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#### unable to deliver by electronic transmissiontwo consecutive notices given by the Corporation in accordance with suchconsent and (ii) such inability becomes known to the Secretary or an AssistantSecretary of the Corporation or to the transfer agent or other personresponsible for the giving of notice; provided, however, the inadvertentfailure to treat such inability as a revocation shall not invalidate anymeeting or other action. For purposes of these Bylaws, “electronic transmission”means any form of communication, not directly involving the physicaltransmission of paper, that creates a record that may be retained, retrievedand reviewed by a recipient thereof, and that may be directly reproduced inpaper form by such a recipient through an automated process.

#### (c)                                  An affidavit of theSecretary or an Assistant Secretary or of the transfer agent or other agent ofthe Corporation that the notice has been given, whether by a form of electronictransmission or otherwise, shall, in the absence of fraud, be prima facieevidence of the facts stated therein.

## 2.6                                 Nomination ofDirectors.

#### (a)                                  Only persons who arenominated in accordance with the procedures set forth in these Bylaws shall beeligible for election as Directors. Nominations of persons for election to theBoard of Directors may be made at a meeting of stockholders (i) by or at thedirection of the Board of Directors or (ii) by any stockholder of theCorporation who is a stockholder of record at the time of giving of the noticeprovided for in this Bylaw, who shall be entitled to vote for the election ofDirectors at the meeting and who complies with the notice procedures set forthin this Bylaw.

#### (b)                                 Nominations by stockholdersshall be made pursuant to notice in writing, delivered or mailed to theSecretary and received at the General Offices of the Corporation (i) in thecase of an annual meeting, not less than 90 days nor more than 120 days priorto the first anniversary of the preceding year’s annual meeting, provided,however, that in the event that the date of the meeting is advanced by morethan 30 days or delayed by more than 60 days from such anniversary date, noticeby the stockholder must be received not earlier than the 120th day prior tosuch annual meeting and not later than the close of business on the later ofthe 90th day prior to such annual meeting or the 10th day following the day onwhich public announcement of the date of the meeting is first made; or (ii) inthe case of a special meeting at which Directors are to be elected, not earlierthan the 120th day prior to such special meeting and not later than the closeof business on the later of the 90th day prior to such special meeting or the10th day following the day on which public announcement of the date of themeeting and of the nominees proposed by the Board of Directors to be elected atsuch meeting is first made. In the case of a special meeting of stockholders atwhich Directors are to be elected, stockholders may nominate a person orpersons (as the case may be) for election only to such position(s) as arespecified in the Corporation’s notice of meeting as being up for election atsuch meeting. Such stockholder’s notice shall set forth (i) as to each personwhom the stockholder proposes to nominate for election or reelection as aDirector, all information relating to such person that would be required to bedisclosed in solicitations of proxies for election of Directors, or isotherwise required, in each case pursuant to Regulation l4A under the ExchangeAct (including such person’s written consent to being

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#### named as a nominee and to serving as aDirector if elected); (ii) as to the stockholder giving the notice, the nameand address, as they appear on the Corporation’s books, of such stockholder andthe class and number of shares of the Corporation’s stock which arebeneficially owned by such stockholder; and (iii) as to any beneficial owner onwhose behalf the nomination is made, the name and address of such person andthe class and number of shares of the Corporation’s stock which arebeneficially owned by such person. At the request of the Board of Directors,any person nominated by the Board of Directors for election as a Director shallfurnish to the Secretary that information required to be set forth in astockholder’s notice of nomination which pertains to the nominee.Notwithstanding anything in this Bylaw to the contrary, in the event that thenumber of Directors to be elected to the Board of Directors of the Corporationis increased and there is no public statement naming all the nominees forDirector or specifying the size of the increased Board of Directors made by theCorporation at least 100 days prior to the first anniversary of the precedingyear’s annual meeting, a stockholder’s notice required by this Bylaw shall alsobe considered timely, but only with respect to nominees for any new positionscreated by such increase, if it shall be delivered to the Secretary at theprincipal offices of the Corporation not later than the close of business onthe 10th day following the day on which such public announcement is first madeby the Corporation.

#### (c)                                  No person shall beeligible for election as a Director of the Corporation unless nominated inaccordance with the procedures set forth in these Bylaws. The Chairman of themeeting may, if the facts warrant, determine that a nomination was not made inaccordance with the procedures prescribed in this Bylaw; and if the Chairmanshould so determine, the Chairman shall so declare to the meeting, and thedefective nomination shall be disregarded. Notwithstanding the foregoingprovisions of this Bylaw, a stockholder shall also comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunder withrespect to the matters set forth in this Bylaw.

## 2.7                                 Voting List.  At least ten days before each meeting ofstockholders, the Secretary or other officer of the Corporation who has chargeof the Corporation’s stock ledger, either directly or through another officerappointed by him or through a transfer agent appointed by the Board ofDirectors, shall prepare a complete list of stockholders entitled to votethereat, arranged in alphabetical order and showing the address of eachstockholder and number of shares registered in the name of eachstockholder.  For a period of ten daysprior to such meeting, such list shall be (i) made available on a reasonablyaccessible electronic network, access to which shall be specified in the noticeof meeting or a duly executed waiver of notice of such meeting or (ii) kept onfile at a place within the city where the meeting is to be held, which placeshall be specified in the notice of meeting or a duly executed waiver of noticeof such meeting or, if not so specified, at the principal place of business ofthe Corporation and shall be open to examination by any stockholder duringordinary business hours.  Such list shallbe produced at such meeting and kept at the meeting at all times during suchmeeting and may be inspected by any stockholder who is present.

## 2.8                                 Quorum.  The holders of a majority of the outstandingshares of capital stock entitled to vote on a matter, present in person or byproxy, shall constitute a quorum at any meeting of stockholders, except asotherwise provided by law, the Certificate of Incorporation of the Corporation,or these Bylaws.  If a quorum shall notbe present, in person or by proxy, at any

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## meeting of stockholders, the stockholders entitled to vote thereat whoare present, in person or by proxy (or, if no stockholder entitled to vote ispresent, any officer of the Corporation), may adjourn the meeting from time totime without notice other than announcement at the meeting (unless the Board ofDirectors, after such adjournment, fixes a new record date for the adjournedmeeting), until a quorum shall be present, in person or by proxy.  At any adjourned meeting at which a quorumshall be present, in person or by proxy, any business may be transacted whichmay have been transacted at the original meeting had a quorum been present;provided that, if the adjournment is for more than 30 days or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the adjourned meeting.

## 2.9                                 Required Vote:Withdrawal of Quorum.  When a quorum ispresent at any meeting, the vote of the holders of at least a majority of theoutstanding shares of capital stock entitled to vote thereat who are present,in person or by proxy, shall decide any question brought before such meeting,unless the question is one on which, by express provision of law, theCertificate of Incorporation of the Corporation, or these Bylaws, a differentvote is required, in which case such express provision shall govern and controlthe decision of such question.  Thestockholders present at a duly constituted meeting may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum.

## 2.10                           Method of Voting:Proxies.  Except as otherwise provided inthe Certificate of Incorporation of the Corporation or by law, each outstandingshare of capital stock, regardless of class, shall be entitled to one vote oneach matter submitted to a vote at a meeting of stockholders.  Elections of directors need not be by writtenballot.  At any meeting of stockholders,every stockholder having the right to vote may vote either in person or by aproxy executed in writing by the stockholder or by his duly authorizedattorney-in-fact.  Each such proxy shallbe filed with the Secretary of the Corporation before or at the time of themeeting.  No proxy shall be valid afterthree years from the date of its execution, unless otherwise provided in theproxy.  If no date is stated in a proxy,such proxy shall be presumed to have been executed on the date of the meetingat which it is to be voted.  Each proxyshall be revocable unless expressly provided therein to be irrevocable andcoupled with an interest sufficient in law to support an irrevocable power orunless otherwise made irrevocable by law.

## 2.11                           Record Date.  For the purpose of determining stockholdersentitled (i) to notice of or to vote at any meeting of stockholders or anyadjournment thereof, (ii) to receive payment of any dividend or otherdistribution or allotment of any rights, or (iii) to exercise any rights inrespect of any change, conversion, or exchange of stock or for the purpose ofany other lawful action, the Board of Directors may fix a record date, whichrecord date shall not precede the date upon which the resolution fixing therecord date is adopted by the Board of Directors, for any such determination ofstockholders, such date in any case to be not more than 60 days and not lessthan ten days prior to such meeting nor more than 60 days prior to any otheraction.  If no record date is fixed:

#### (a)                                  The record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at theclose of business on the day next

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#### preceding the day on which notice is givenor, if notice is waived, at the close of business on the day next preceding theday on which the meeting is held.

#### (b)                                 The record date fordetermining stockholders for any other purpose shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolutionrelating thereto.

#### (c)                                  A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjournedmeeting.

## 2.12                           Conduct of Meeting.  The Chairman of the Board, if such office hasbeen filled, and, if not or if the Chairman of the Board is absent or otherwiseunable to act, the Chief Executive Officer shall preside at all meetings ofstockholders.  The Secretary shall keepthe records of each meeting of stockholders. In the absence or inability to act of any such officer, such officer’sduties shall be performed by the officer given the authority to act for suchabsent or non-acting officer under these Bylaws or by some person appointed bythe meeting.

## 2.13                           Inspectors.  The Board of Directors may, in advance of anymeeting of stockholders, appoint one or more inspectors to act at such meetingor any adjournment thereof.  If any ofthe inspectors so appointed shall fail to appear or act, the Chairman of themeeting shall, or if inspectors shall not have been appointed, the Chairman ofthe meeting may, appoint one or more inspectors.  Each inspector, before entering upon thedischarge of his duties, shall take and sign an oath faithfully to execute theduties of inspector at such meeting with strict impartiality and according tothe best of his ability.  The inspectorsshall determine the number of shares of capital stock of the Corporationoutstanding and the voting power of each, the number of shares represented atthe meeting, the existence of a quorum, and the validity and effect of proxiesand shall receive votes, ballots, or consents, hear and determine allchallenges and questions arising in connection with the right to vote, countand tabulate all votes, ballots, or consents, determine the results, and dosuch acts as are proper to conduct the election or vote with fairness to allstockholders.  On request of the Chairmanof 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 anyfact found by them.  No director orcandidate for the office of director shall act as an inspector of an electionof directors.  Inspectors need not bestockholders.

# **ARTICLE III:  DIRECTORS**

## 3.1                                 Management.  The business and property of the Corporationshall be managed by the Board of Directors. Subject to the restrictions imposed by law, the Certificate ofIncorporation of the Corporation, or these Bylaws, the Board of Directors mayexercise all the powers of the Corporation.

## 3.2                                 Number; Qualification;Election; Term.  The number of directorswhich shall constitute the entire Board of Directors shall be not less thanone.  The directors of the Corporationshall be referred to herein as “Directors.” The term of office of theinitial Directors shall expire at the 2004 annual meeting of stockholders whichshall be held 12 months after the

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## date hereof with each director to hold office until his successor shallhave been duly elected and qualified.  Ateach annual meeting of stockholders, Directors elected to succeed thoseDirectors whose terms then expire shall be elected for a term of office toexpire at the succeeding annual meeting of stockholders after their election,with each Director to hold office until his successor shall have been dulyelected and qualified.

## 3.3                                 Change in Number.  No decrease in the number of Directorsconstituting the entire Board of Directors shall have the effect of shorteningthe term of any incumbent Director.

## 3.4                                 Removal;Vacancies.  Any or all Directors may beremoved, but only for cause, at any annual or special meeting of stockholders,upon the affirmative vote of the holders of a majority of the outstandingshares of each class of capital stock then entitled to vote in person or byproxy at an election of such Directors, provided that notice of the intentionto act upon such matter shall have been given in the notice calling suchmeeting.  Newly created directorshipsresulting from any increase in the authorized number of Directors and anyvacancies occurring in the Board of Directors caused by death, resignation,retirement, disqualification, removal or other termination from office of anyDirectors may be filled by the vote of a majority of the Directors then inoffice, though less than a quorum, or by the affirmative vote, at any annualmeeting or any special meeting of the stockholders called for the purpose offilling such directorship, of the holders of a majority of the outstandingshares of each class of capital stock then entitled to vote in person or byproxy at an election of such Directors. Each successor Director so chosen shall hold office until his respectivesuccessor shall have been duly elected and qualified.

## 3.5                                 Meetings ofDirectors.  The Directors may hold theirmeetings and may have an office and keep the records of the Corporation, exceptas otherwise provided by law, in such place or places as the Board of Directorsmay from time to time determine or as shall be specified in the notice of suchmeeting or duly executed waiver of notice of such meeting.

## 3.6                                 First Meeting.  Each newly elected Board of Directors mayhold its first meeting for the purpose of organization and the transaction ofbusiness, if a quorum is present, immediately after and at the same place asthe annual meeting of stockholders, and no notice of such meeting shall benecessary.

## 3.7                                 Election ofOfficers.  At the first meeting of theBoard of Directors after each annual meeting of stockholders at which a quorumshall be present, the Board of Directors shall elect the officers of the Corporation.

## 3.8                                 Regular Meetings.  Regular meetings of the Board of Directorsshall be held at such times and places as shall be designated from time to timeby resolution of the Board of Directors. Notice of such regular meetings shall not be required.

## 3.9                                 Special Meetings.  Special meetings of the Board of Directorsshall be held whenever called by the Chairman of the Board, the Chief ExecutiveOfficer, or any Director.

## 3.10                           Notice.  The Secretary shall give notice of eachspecial meeting to each Director at least 24 hours before the meeting.  Notice of any such meeting need not be givento any

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## Director who, either before or after the meeting, submits a signedwaiver of notice or who shall attend such meeting without protesting, prior toor at its commencement, the lack of notice to him.  The purpose of any special meeting shall bespecified in the notice or waiver of notice of such meeting.

## 3.11                           Quorum; Majority Vote.  At all meetings of the Board of Directors, amajority of the Directors fixed in the manner provided in these Bylaws shallconstitute a quorum for the transaction of business.  If at any meeting of the Board of Directorsthere is less than a quorum present, a majority of those present or anyDirector solely present may adjourn the meeting from time to time withoutfurther notice.  Unless the act of agreater number is required by law, the Certificate of Incorporation of theCorporation, or these Bylaws, the act of a majority of the Directors present ata meeting at which a quorum is in attendance shall be the act of the Board ofDirectors.  At any time that theCertificate of Incorporation of the Corporation provides that Directors electedby the holders of a class or series of stock shall have more or less than onevote per Director on any matter, every reference in these Bylaws to a majorityor other proportion of Directors shall refer to a majority or other proportionof the votes of such Directors.

## 3.12                           Procedure.  At meetings of the Board of Directors,business shall be transacted in such order as from time to time the Board ofDirectors may determine.  The Chairman ofthe Board, if such office has been filled, and, if not or if the Chairman ofthe Board is absent or otherwise unable to act, the Chief Executive Officershall preside at all meetings of the Board of Directors.  In the absence or inability to act of eithersuch officer, a Chairman shall be chosen by the Board of Directors from amongthe Directors present.  The Secretary ofthe Corporation shall act as the secretary of each meeting of the Board ofDirectors unless the Board of Directors appoints another person to act assecretary of the meeting.  The Board ofDirectors shall keep regular minutes of its proceedings which shall be placedin the minute book of the Corporation.

## 3.13                           Presumption of Assent.  A Director of the Corporation who is presentat the meeting of the Board of Directors at which action on any corporatematter is taken shall be presumed to have assented to the action unless hisdissent shall be entered in the minutes of the meeting or unless he shall filehis written dissent to such action with the person acting as secretary of themeeting before the adjournment thereof or shall forward any dissent bycertified or registered mail to the Secretary of the Corporation immediatelyafter the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favorof such action.

## 3.14                           Compensation.  The Board of Directors shall have theauthority to fix the compensation, including fees and reimbursement ofexpenses, paid to Directors for service as Directors, service as members ofcommittees of the Board of Directors and for attendance at regular or specialmeetings of the Board of Directors or any committee thereof; provided, thatnothing contained herein shall be construed to preclude any Director fromserving the Corporation in any other capacity or receiving compensationtherefor.

# **ARTICLE IV:  COMMITTEES**

## 4.1                                 Designation.  The Board of Directors may, by resolutionadopted by a majority of the entire Board of Directors, designate one or morecommittees.

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## 4.2                                 Number; Qualification;Term.  Each committee shall consist ofone or more Directors appointed by resolution adopted by a majority of theentire Board of Directors.  The number ofcommittee members may be increased or decreased from time to time by resolutionadopted by a majority of the entire Board of Directors.  Each committee member shall serve as suchuntil the earliest of (i) the expiration of his term as Director, (ii) hisresignation as a committee member or as a Director, or (iii) his removal as acommittee member or as a Director.

## 4.3                                 Authority.  Each committee, to the extent expresslyprovided in the resolution establishing such committee, shall have and mayexercise all of the authority of the Board of Directors in the management ofthe business and property of the Corporation except to the extent expresslyrestricted by such resolution or by law, the Certificate of Incorporation ofthe Corporation, or these Bylaws.

## 4.4                                 Committee Changes.  The Board of Directors shall have the powerat any time to fill vacancies in, to change the membership of, and to dischargeany committee.

## 4.5                                 Alternate Members ofCommittees.  The Board of Directors maydesignate one or more Directors as alternate members of any committee.  Any such alternate member may replace anyabsent or disqualified member at any meeting of the committee.  If no alternate committee members have beenso appointed to a committee or each such alternate committee member is absentor disqualified, the member or members of such committee present at any meetingand not disqualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in the place of any such absent or disqualified member.

## 4.6                                 Regular Meetings.  Regular meetings of any committee may be heldwithout notice at such time and place as may be designated from time to time bythe committee and communicated to all members thereof.

## 4.7                                 Special Meetings.  Special meetings of any committee may be heldwhenever called by any committee member. The committee member calling any special meeting shall cause notice ofsuch special meeting, including therein the time and place of such specialmeeting, to be given to each committee member at least 24 hours before suchspecial meeting.  Neither the business tobe transacted at, nor the purpose of, any special meeting of any committee needbe specified in the notice or waiver of notice of any special meeting.

## 4.8                                 Quorum; MajorityVote.  At meetings of any committee, amajority of the number of members designated by the Board of Directors shallconstitute a quorum for the transaction of business.  If a quorum is not present at a meeting ofany committee, a majority of the members present may adjourn the meeting fromtime to time, without notice other than an announcement at the meeting, until aquorum is present.  The act of a majorityof the members present at any meeting at which a quorum is in attendance shallbe the act of a committee, unless the act of a greater number is required bylaw, the Certificate of Incorporation of the Corporation, or these Bylaws.

## 4.9                                 Minutes.  Each committee shall cause minutes of itsproceedings to be prepared and shall report the same to the Board of Directorsupon the request of the Board of Directors.

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## The minutes of the proceedings of each committee shall be delivered tothe Secretary of the Corporation for placement in the minute books of theCorporation.

## 4.10                           Compensation.  Committee members may, by resolution of theBoard of Directors, be allowed a fixed sum and expenses of attendance, if any,for attending any committee meetings or a stated salary.

## 4.11                           Responsibility.  The designation of any committee and thedelegation of authority to it shall not operate to relieve the Board ofDirectors or any Director of any responsibility imposed upon it or suchDirector by law.

# **ARTICLE V:  NOTICE**

## 5.1                                 Method.  Whenever by statute, the Certificate ofIncorporation of the Corporation, or these Bylaws, notice is required to begiven to any committee member, director, or stockholder and no provision ismade as to how such notice shall be given, personal notice shall not berequired and any such notice may be given (a) in writing, by mail, postageprepaid, addressed to such committee member, director, or stockholder at hisaddress as it appears on the books or (in the case of a stockholder) the stocktransfer records of the Corporation, or (b) by any other method permitted bylaw (including but not limited to overnight courier service, telegram, orfacsimile or other form of electronic transmission, provided such other form ofelectronic transmission creates a record that may be retained, retrieved, andreviewed by the recipient thereof, may be directly reproduced in paper form bysuch recipient, and such recipient has consented to the delivery of notice bysuch method).  Notice shall be deemedgiven, if mailed, when deposited in the United States Mail with postageprepaid, delivered to the overnight courier service or telegram service, ortransmitted by facsimile or other form of electronic transmission, asapplicable, and in each case with any and all charges prepaid and addressed asaforesaid.  If to a stockholderelectronically, notice shall be deemed given (i) if by facsimile, when directedto a number at which the stockholder has consented to receive notice; (ii) ifby electronic mail, when directed to an electronic mail address at which thestockholder has consented to receive notice; (iii) if by posting on anelectronic network together with separate notice to the stockholder of suchspecific posting, upon the later of (A) such posting and (B) the giving of suchseparate notice; and (iv) by any other form of electronic transmission, whendirected to the stockholder.

## 5.2                                 Waiver.  Whenever any notice is required to be givento any stockholder, Director, or committee member of the Corporation bystatute, the Certificate of Incorporation of the Corporation, or these Bylaws,a waiver thereof in writing signed by the person or persons entitled to suchnotice, whether before or after the time stated therein, shall be equivalent tothe giving of such notice.  Attendance ofa stockholder, Director, or committee member at a meeting shall constitute awaiver of notice of such meeting, except where such person attends for theexpress purpose of objecting to the transaction of any business on the groundthat the meeting is not lawfully called or convened.

# **ARTICL VI:  OFFICERS**

## 6.1                                 Number; Titles; Termof Office.  The officers of theCorporation may be a Chairman of the Board, a Chief Executive Officer, aSecretary, and such other officers as the

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## Board of Directors may from time to time elect or appoint, includingone or more Vice Presidents (with each Vice President to have such descriptivetitle, if any, as the Board of Directors shall determine) and a Treasurer.  Each officer shall hold office until hissuccessor shall have been duly elected and shall have qualified, until hisdeath, or until he shall resign or shall have been removed in the mannerhereinafter provided.  Any two or moreoffices may be held by the same person. None of the officers need be a stockholder or a Director of theCorporation or a resident of the State of Delaware.

## 6.2                                 Removal.  Any officer or agent elected or appointed bythe Board of Directors may be removed by the Board of Directors whenever in itsjudgment the best interest of the Corporation will be served thereby, but suchremoval shall be without prejudice to the contract rights, if any, of theperson so removed.  Election orappointment of an officer or agent shall not of itself create contract rights.

## 6.3                                 Vacancies.  Any vacancy occurring in any office of theCorporation (by death, resignation, removal, or otherwise) may be filled by theBoard of Directors.

## 6.4                                 Authority.  Officers shall have such authority andperform such duties in the management of the Corporation as are provided inthese Bylaws or as may be determined by resolution of the Board of Directorsnot inconsistent with these Bylaws.

## 6.5                                 Compensation.  The compensation, if any, of officers andagents shall be fixed from time to time by the Board of Directors; provided,however, that the Board of Directors may delegate the power to determine thecompensation of any officer and agent (other than the officer to whom suchpower is delegated) to the Chairman of the Board or the Chief ExecutiveOfficer.

## 6.6                                 Chairman of theBoard.  The Chairman of the Board shall,subject to the supervision of the Board of Directors of the Corporation, havethe general management and control of the Corporation.  Such officer shall preside at all meetings ofthe stockholders and of the Board of Directors and shall have such duties asmay from time to time be assigned by the Board of Directors.  Such officer may sign all certificates forshares of stock of the Corporation.

## 6.7                                 Chief ExecutiveOfficer.  Unless such powers and dutiesare granted to the Chairman of the Board, the Chief Executive Officer shall,subject to the supervision of the Board of Directors of the Corporation, havegeneral executive charge, management, and control of the properties andoperations of the Corporation in the ordinary course of its business, with allsuch powers with respect to such properties and operations as may be reasonablyincident to such responsibilities.  Inthe absence or inability to act of the Chairman of the Board, the ChiefExecutive Officer shall exercise all of the powers and discharge all of theduties of the Chairman of the Board.  Asbetween the Corporation and third parties, any action taken by the ChiefExecutive Officer in the performance of the duties of the Chairman of the Boardshall be conclusive evidence that the Chairman of the Board is absent or unableto act.

## 6.8                                 Vice Presidents.  Each Vice President shall have such powersand duties as may be assigned to him by the Board of Directors, the Chairman ofthe Board, or the Chief Executive Officer, and (in order of their seniority asdetermined by the Board of Directors or, in the absence of such determination,as determined by the length of time they have held the office of

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## Vice President) shall exercise the powers of the Chief ExecutiveOfficer during that officer’s absence or inability to act.  As between the Corporation and third parties,any action taken by a Vice President in the performance of the duties of theChief Executive Officer shall be conclusive evidence of the absence orinability to act of the Chief Executive Officer at the time such action wastaken.

## 6.9                                 Treasurer.  The Treasurer shall have custody of theCorporation’s funds and securities, shall keep full and accurate account ofreceipts and disbursements, shall deposit all monies and valuable effects inthe name and to the credit of the Corporation in such depository ordepositories as may be designated by the Board of Directors, and shall performsuch other duties as may be prescribed by the Board of Directors, the Chairmanof the Board, or the Chief Executive Officer.

## 6.10                           Assistant Treasurers.  Each Assistant Treasurer shall have suchpowers and duties as maybe assigned to him by the Board of Directors, theChairman of the Board, or the Chief Executive Officer.  The Assistant Treasurers (in the order oftheir seniority as determined by the Board of Directors or, in the absence ofsuch a determination, as determined by the length of time they have held theoffice of Assistant Treasurer) shall exercise the powers of the Treasurerduring that officer’s absence or inability to act.

## 6.11                           Secretary.  Except as otherwise provided in these Bylaws,the Secretary shall keep the minutes of all meetings of the Board of Directorsand of the stockholders in books provided for that purpose, and he shall attendto the giving and service of all notices. He may sign with the Chairman of the Board or the Chief ExecutiveOfficer or any other authorized officer of the Corporation, in the name of theCorporation, all contracts of the Corporation and affix the seal of theCorporation thereto.  He may sign withthe Chairman of the Board or the Chief Executive Officer or any Vice Presidentall certificates for shares of stock of the Corporation, and he shall havecharge of the certificate books, transfer books, and stock papers as the Boardof Directors may direct, all of which shall at all reasonable times be open toinspection by any Director upon application at the office of the Corporationduring business hours.  He shall ingeneral perform all duties incident to the office of the Secretary, subject tothe control of the Board of Directors, the Chairman of the Board, and the ChiefExecutive Officer.

## 6.12                           Assistant Secretaries.  Each Assistant Secretary shall have suchpowers and duties as may be assigned to him by the Board of Directors, theChairman of the Board, or the Chief Executive Officer.  The Assistant Secretaries (in the order oftheir seniority as determined by the Board of Directors or, in the absence ofsuch a determination, as determined by the length of time they have held theoffice of Assistant Secretary) shall exercise the powers of the Secretaryduring that officer’s absence or inability to act.

# **ARTICLES VII:  CERTIFICATES AND STOCKHOLDERS**

## 7.1                                 Certificates forShares.  Certificates for shares of stockof the Corporation shall be in such form as shall be approved by the Board ofDirectors.  The certificates shall besigned by the Chairman of the Board or the Chief Executive Officer or a VicePresident and also by the Secretary or an Assistant Secretary or by theTreasurer or an Assistant Treasurer.  Anyand all signatures on the certificate may be a facsimile and may be sealed withthe seal of the

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## Corporation or a facsimile thereof. If any officer, transfer agent, or registrar who has signed, or whosefacsimile signature has been placed upon, a certificate has ceased to be suchofficer, transfer agent, or registrar before such certificate is issued, suchcertificate may be issued by the Corporation with the same effect as if he weresuch officer, transfer agent, or registrar at the date of issue.  The certificates shall be consecutivelynumbered and shall be entered in the books of the Corporation as they areissued and shall exhibit the holder’s name and the number of shares.

## 7.2                                 Replacement of Lost orDestroyed Certificates.  The Board ofDirectors may direct a new certificate or certificates to be issued in place ofa certificate or certificates theretofore issued by the Corporation and allegedto have been lost or destroyed, upon the making of an affidavit of that fact bythe person claiming the certificate or certificates representing shares to belost or destroyed.  When authorizing suchissue of a new certificate or certificates the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost or destroyed certificate or certificates, or his legalrepresentative, to advertise the same in such manner as it shall require and/orto give the Corporation a bond with a surety or sureties satisfactory to theCorporation in such sum as it may direct as indemnity against any claim, orexpense resulting from a claim, that may be made against the Corporation withrespect to the certificate or certificates alleged to have been lost ordestroyed.

## 7.3                                 Transfer ofShares.  Shares of stock of theCorporation shall be transferable only on the books of the Corporation by theholders thereof in person or by their duly authorized attorneys or legalrepresentatives.  Upon surrender to theCorporation or the transfer agent of the Corporation of a certificaterepresenting shares duly endorsed or accompanied by proper evidence ofsuccession, assignment, or authority to transfer, the Corporation or itstransfer agent shall issue a new certificate to the person entitled thereto,cancel the old certificate, and record the transaction upon its books.

## 7.4                                 RegisteredStockholders.  The Corporation shall beentitled to treat the holder of record of any share or shares of stock as theholder in fact thereof and, accordingly, shall not be bound to recognize anyequitable or other claim to or interest in such share or shares on the part ofany other person, whether or not it shall have express or other notice thereof,except as otherwise provided by law.

## 7.5                                 Regulations.  The Board of Directors shall have the powerand authority to make all such rules and regulations as they may deem expedientconcerning the issue, transfer, and registration or the replacement ofcertificates for shares of stock of the Corporation.

## 7.6                                 Legends.  The Board of Directors shall have the powerand authority to provide that certificates representing shares of stock bearsuch legends as the Board of Directors deems appropriate to assure that theCorporation does not become liable for violations of federal or statesecurities laws or other applicable law.

# **ARTICLE VIII:  MISCELLANEOUS PROVISIONS**

## 8.1                                 Dividends.  Subject to provisions of law and theCertificate of Incorporation of the Corporation, dividends may be declared bythe Board of Directors at any regular or special

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## meeting and may be paid in cash, in property, or in shares of stock ofthe Corporation.  Such declaration andpayment shall be at the discretion of the Board of Directors.

## 8.2                                 Reserves.  There may be created by the Board ofDirectors out of funds of the Corporation legally available therefor suchreserve or reserves as the Directors from time to time, in their discretion,consider proper to provide for contingencies, to equalize dividends, or torepair or maintain any property of the Corporation, or for such other purposeas the Board of Directors shall consider beneficial to the Corporation, and theBoard of Directors may modify or abolish any such reserve in the manner inwhich it was created.

## 8.3                                 Books andRecords.  The Corporation shall keepcorrect and complete books and records of account, shall keep minutes of theproceedings of its stockholders and Board of Directors and shall keep at itsregistered office or principal place of business, or at the office of itstransfer agent or registrar, a record of its stockholders, giving the names andaddresses of all stockholders and the number and class of the shares held byeach.

## 8.4                                 Fiscal Year.  The fiscal year of the Corporation shall befixed by the Board of Directors.

## 8.5                                 Seal.  The seal of the Corporation shall be such asfrom time to time may be approved by the Board of Directors.

## 8.6                                 Resignations.  Any Director, committee member, or officermay resign by so stating at any meeting of the Board of Directors or by givingwritten notice to the Board of Directors, the Chairman of the Board, the Chief ExecutiveOfficer, or the Secretary.  Suchresignation shall take effect at the time specified therein or, if no time isspecified therein, immediately upon its receipt.  Unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

## 8.7                                 Securities of OtherCorporations.  The Chairman of the Board,the Chief Executive Officer, or any Vice President of the Corporation shallhave the power and authority to transfer, endorse for transfer, vote, consent,or take any other action with respect to any securities of another issuer whichmay be held or owned by the Corporation and to make, execute, and deliver anywaiver, proxy, or consent with respect to any such securities.

## 8.8                                 TelephoneMeetings.  Stockholders (acting forthemselves or through a proxy), members of the Board of Directors, and membersof a committee of the Board of Directors may participate in and hold a meetingof such stockholders, Board of Directors, or committee by means of a conferencetelephone or similar communications equipment by means of which personsparticipating in the meeting can hear each other, and participation in ameeting pursuant to this Section shall constitute presence in person at suchmeeting, except where a person participates in the meeting for the expresspurpose of objecting to the transaction of any business on the ground that themeeting is not lawfully called or convened.

## 8.9                                 Action Without aMeeting.

#### (a)                                  Except as otherwiseprovided in the Certificate of Incorporation of the Corporation, any actionrequired by the DGCL to be taken at any annual or special

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#### meeting of the stockholders, or any actionwhich may be taken at any annual or special meeting of the stockholders, may betaken without a meeting, without prior notice, and without a vote, if a consentor consents in writing, setting forth the action so taken, shall be signed bythe holders (acting for themselves or through a proxy) of outstanding stockhaving not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which the holders of all sharesentitled to vote thereon were present and voted and shall be delivered to theCorporation by delivery to its registered office in the State of Delaware, itsprincipal place of business, or an officer or agent of the Corporation havingcustody of the book in which proceedings of meetings of stockholders arerecorded.  Every written consent ofstockholders shall bear the date of signature of each stockholder who signs theconsent and no written consent shall be effective to take the corporate actionreferred to therein unless, within sixty days of the earliest dated consentdelivered in the manner required by this Section 00 to the Corporation, writtenconsents signed by a sufficient number of holders to take action are deliveredto the Corporation by delivery to its registered office in the State ofDelaware, its principal place of business, or an officer or agent of theCorporation having custody of the book in which proceedings of meetings ofstockholders are recorded.  Delivery madeto the Corporation’s registered office, principal place of business, or suchofficer or agent shall be by hand or by certified or registered mail, returnreceipt requested.

#### (b)                                 Except as otherwiseprovided in the Certificate of Incorporation of the Corporation or in theseBylaws, any action required or permitted to be taken at a meeting of the Boardof Directors, or of any committee of the Board of Directors, may be takenwithout a meeting if a consent or consents in writing, setting forth the actionso taken, shall be signed by all the Directors or all the committee members, asthe case may be, entitled to vote with respect to the subject matter thereof,and such consent shall have the same force and effect as a vote of suchDirectors or committee members, as the case may be, and may be stated as suchin any certificate or document filed with the Secretary of State of the Stateof Delaware or in any certificate delivered to any person.  Such consent or consents shall be filed withthe minutes of proceedings of the board or committee, as the case maybe.

## 8.10                           Invalid Provisions.  If any part of these Bylaws shall be heldinvalid or inoperative for any reason, the remaining parts, so far as it ispossible and reasonable, shall remain valid and operative.

## 8.11                           Mortgages, etc.  With respect to any deed, deed of trust,mortgage, or other instrument executed by the Corporation through its dulyauthorized officer or officers, the attestation to such execution by theSecretary of the Corporation shall not be necessary to constitute such deed,deed of trust, mortgage, or other instrument a valid and binding obligationagainst the Corporation unless the resolutions, if any, of the Board ofDirectors authorizing such execution expressly state that such attestation isnecessary.

## 8.12                           Headings.  The headings used in these Bylaws have beeninserted for administrative convenience only and do not constitute matter to beconstrued in interpretation.

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## 8.13                           References.  Whenever herein the singular number is used,the same shall include the plural where appropriate, and words of any gendershould include each other gender where appropriate.

## 8.14                           Amendments.  The Board of Directors may, upon theaffirmative vote of a majority of the Directors in accordance with Section 0hereof, make, adopt alter, amend, and repeal from time to time these Bylaws andmake from time to time new Bylaws of the Corporation (subject to the right ofthe stockholders entitled to vote thereon to adopt, alter, amend, and repealBylaws made by the Board of Directors or to make new Bylaws); provided,however, that the stockholders of the Corporation may adopt, alter, amend, orrepeal Bylaws made by the Board of Directors or make new Bylaws solely upon theaffirmative vote of the holders of at least a majority of the outstandingshares of each class of capital stock then entitled to vote thereon.

**[THE REMAINDER OF THIS PAGE ISINTENTIONALLY LEFT BLANK]**

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Theundersigned Secretary of the Corporation hereby certifies that the foregoingAmended and Restated Bylaws were adopted pursuant to the Order as of May 23,2003.
|        | /s/ Patricia S. Williams |                                           |
|--------|--------------------------|------------------------------------------------|
|   | Name:                    | Patricia S. Williams                           |
|   | Title:                   | Vice President, General Counsel and  Secretary |
|        |                          |                                                |  |

 

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