**EXHIBIT
      3.2**





As
      Amended, December 19, 2000


Section 8,
      Article I, As Amended March 27, 2001


Article
      III, As Amended September 24, 2003


Section
      1, Article I, As Amended April 30, 2007







**AMENDED
      AND RESTATED**


**BY-LAWS**


**OF**


**MAF
      BANCORP, INC.**






ARTICLE
      I




STOCKHOLDERS




Section
      1.                      Annual
      Meeting.




An
      annual
      meeting of the stockholders, for the election of directors to succeed those
      whose terms expire and for the transaction of such other business as may
      properly come before the meeting, shall be held at such place, on such date,
      and
      at such time as the Board of Directors shall each year fix, which date shall
      be
      in the month of June or at such other time as so determined by the Board of
      Directors .




Section
      2.                      Special
      Meetings.




Subject
      to the rights of the holders of any class or series of preferred stock of the
      Corporation, special meetings of stockholders of the Corporation may be called
      only by the Board of Directors pursuant to a resolution adopted by a majority
      of
      the total number of directors which the Corporation would have if there were
      no
      vacancies on the Board of Directors (hereinafter, the “Whole
      Board”).




Section
      3.                      Notice
      of Meetings.




Written
      notice of the place, date and time of all meetings of the stockholders shall
      be
      given, not less than ten (10) nor more than sixty (60) days before the date
      on
      which the meeting is to be held, to each stockholder entitled to vote at such
      meeting, except as otherwise provided herein or required by law (meaning, here
      and hereinafter, as required from time to time by the Delaware General
      Corporation Law or the Certificate of Incorporation of the
      Corporation).




When
      a
      meeting is adjourned to another place, date or time, written notice need not
      be
      given of the adjourned meeting if the place, date and time thereof are announced
      at the meeting at which the adjournment is taken; provided, however, that if
      the
      date of any











adjourned
      meeting is more than thirty (30) days after the date for which the meeting
      was
      originally noticed, or if a new record date is fixed for the adjourned meeting,
      written notice of the place, date and time of the adjourned meeting shall be
      given in conformity herewith.  At any adjourned meeting, any business
      may be transacted which might have been transacted at the original
      meeting.




Section
      4.                      Quorum.




At
      any
      meeting of the stockholders, the holders of a majority of all of the shares
      of
      stock entitled to vote at the meeting, present in person or by proxy, shall
      constitute a quorum for all purposes, unless or except to the extent that the
      presence of a larger number may be required by law.  Where a separate
      vote by a class or classes is required, a majority of the shares of such class
      or classes present in person or represented by proxy shall constitute a quorum
      entitled to take action with respect to that vote on that matter.




If
      a
      quorum shall fail to attend any meeting, the chairman of the meeting or the
      holders of a majority of the shares of stock entitled to vote who are present,
      in person or by proxy, may adjourn the meeting to another place, date, or
      time.




If
      a
      notice of any adjourned special meeting of stockholders is sent to all
      stockholders entitled to vote thereat, stated that it will be held with those
      present constituting a quorum, then except as otherwise required by law, those
      present at such adjourned meeting shall constitute a quorum, and all matters
      shall be determined by a majority of the votes cast at such
      meeting.




Section
      5.                      Organization.




Such
      person as the Board of Directors may have designated or, in the absence of
      such
      a person, the Chairman of the Board of the Corporation or, in his or her
      absence, such person as may be chosen by the holders of a majority of the shares
      entitled to vote who are present, in person or by proxy, shall call to order
      any
      meeting of the stockholders and act as chairman of the meeting.  In
      the absence of the Secretary of the Corporation, the secretary of the meeting
      shall be such person as the chairman appoints.




Section
      6.                      Conduct
      of Business.




(a)           The
      chairman of any meeting of stockholders shall determine the order of business
      and the procedure at the meeting, including such regulation of the manner of
      voting and the conduct of discussion as seem to him or her in
      order.




(b)           At
      any annual meeting of the stockholders, only such business shall be conducted
      as
      shall have been brought before the meeting (i) by or at the direction of
      the Board of Directors or (ii) by any stockholder of the Corporation who is
      entitled to vote with respect thereto and who complies with the notice
      procedures set forth in this Section 6(b).  For business 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, a stockholder’s notice must be delivered
      or mailed to and received at the principal executive offices of the Corporation
      not  later than






2




sixty
      (60) days prior to the date of mailing of proxy solicitation materials relating
      to the prior year’s annual meeting, or in the event that the date of the meeting
      has changed more than thirty (30) days from the anniversary date of the prior
      year annual meeting, such notice must be delivered or mailed to and received
      by
      the Corporation not later than ninety (90) days in advance of such
      meeting.  A stockholder’s notice to the Secretary shall set forth as
      to each matter such stockholder proposes to bring before the annual meeting
      (i) a brief description of the business desires to be brought before the
      annual meeting and the reasons for conducting such business at the annual
      meeting, (ii) the name and address, as they appear on the Corporation’s
      books, of the stockholder proposed such business, (iii) the class and
      number of shares of the Corporation’s capital stock that are beneficially owned
      by such stockholder and (iv) any material interest of such stockholder in
      such business.  Notwithstanding anything in these By-laws to the
      contrary, no business shall be brought before or conducted at an annual meeting
      except in accordance with the provisions of this
      Section 6(b).  The officer of the Corporation or other person
      presiding over the annual meeting shall, if the facts so warrant, determine
      and
      declare to the meeting that business was not properly brought before the meeting
      in accordance with the provisions of this Section 6(b) and, if he should so
      determine, he shall so declare to the meeting and any such business so
      determined to be not properly brought before the meeting shall not be
      transacted.




At
      any
      special meeting of the stockholders, only such business shall be conducted
      as
      shall have been brought before the meeting by or at the direction of the Board
      of Directors.




(c)           Only
      persons who are nominated in accordance with the procedures set forth in these
      By-laws shall be eligible for election as directors.  Nominations of
      persons for election to the Board of Directors of the Corporation may be made
      at
      a meeting of stockholders at which directors are to be elected only (i) by
      or at the direction of the Board of Directors or (ii) by any stockholder of
      the Corporation entitled to vote for the election of directors at the meeting
      who complies with the notice procedures set forth in this
      Section 6(c).  Such nominations, other than those made by or at
      the direction of the Board of Directors, shall be made by timely notice in
      writing to the Secretary of the Corporation.  To be timely, a
      stockholder’s notice shall be delivered or mailed to and received at the
      principal executive offices of the Corporation not later than sixty (60) days
      prior to the date of mailing or proxy solicitation materials relating to the
      prior year’s annual meeting, or in the event that the date of the meeting has
      changed more than thirty (30) days from the prior year, such notice must be
      delivered or mailed not later than ninety (90) days in advance of such
      meeting.  Such stockholder’s notice shall set forth (i) as to
      each person whom such stockholder proposes to nominate for election or
      re-election as a director, all information relating to such person that is
      required to be disclosed in solicitations of proxies for election of directors,
      or is otherwise required, in each case pursuant to Regulation 14A under the
      Securities Exchange Act of 1934, as amended (including such person’s written
      consent to being named in the proxy statement as a nominee and to serving as
      a
      director if elected); and (ii) as to the stockholder giving the notice
      (x) the name and address, as they appear on the Corporation’s books, of
      such stockholder and (y) the class and number of shares of the
      Corporation’s capital stock that are beneficially owned by such
      stockholder.  At the request of the Board of Directors
      any






3




person
      nominated by the Board of Directors for election as a director shall furnish
      to
      the Secretary of the Corporation that information required to be set forth
      in a
      stockholder’s notice of nomination which pertains to the nominee.  No
      person shall be eligible for election as a director of the Corporation unless
      nominated in accordance with the provisions of this
      Section 6(c).  The officer of the Corporation or other person
      presiding at the meeting shall, if the facts so warrant, determine that a
      nomination was not made in accordance with such provisions and, if he or she
      should so determine, he or she shall so declare to the meeting and the defective
      nomination shall be disregarded.




Section
      7.                      Proxies
      and Voting.




At
      any
      meeting of the stockholders, every stockholder entitled to vote may vote in
      person or by proxy authorized by an instrument in writing filed in accordance
      with the procedure established for the meeting.




Each
      stockholder shall have one (1) vote for every share of stock entitled to vote
      which is registered in his or her name on the record date for the meeting,
      except as otherwise provided herein or required by law.




All
      voting, including on the election of directors but excepting where otherwise
      required by law, may be by a voice vote; provided, however, that upon demand
      therefor by a stockholder entitled to vote or his or her proxy, a stock vote
      shall be taken.  Every stock vote shall be taken by ballots, each of
      which shall state the name of the stockholder or proxy voting and such other
      information as may be required under the procedure established for the
      meeting.  Every vote taken by ballots shall be counted by an inspector
      or inspectors appointed by the chairman of the meeting.




All
      elections shall be determined by a plurality of the votes cast, and except
      as
      otherwise required by law, all other matters shall be determined by a majority
      of the votes cast.  Broker non-votes shall not be deemed to be votes
      cast.




Section
      8.                      Stock
      List.




A
      complete list of stockholders entitled to vote at any meeting of stockholders,
      arranged in alphabetical order for each class of stock and showing the address
      of each such stockholder and the number of shares registered in his or her
      name,
      shall be open to the examination of any such stockholder, for any purpose
      germane to the meeting, during ordinary business hours for a period of at least
      ten (10) days prior to the meeting, at the principal place of business of the
      Corporation.




The
      stock
      list shall also be kept at the place of the meeting during the whole time
      thereof and shall be open to the examination of any such stockholder who is
      present.  This list shall presumptively determine the identity of the
      stockholders entitled to vote at the meeting and the number of shares held
      by
      each of them.






4




Section
      9.                      Consent
      of Stockholders in Lieu of Meeting.




Subject
      to the rights of the holders of any class or series of preferred stock of the
      Corporation, any action required or permitted to be taken by the stockholders
      of
      the Corporation must be effected at an annual or special meeting of stockholders
      of the Corporation and may not be effected by any consent in writing by such
      stockholders.




ARTICLE
      II




BOARD
      OF DIRECTORS




Section
      1.                      General
      Powers, Number and Term of Office.




The
      business and affairs of the Corporation shall be under the direction of its
      board of directors.  The number of directors who shall constitute the
      Whole Board shall be such number as the Board of Directors shall from time
      to
      time have designated, except that in the absence of any such designation, such
      number shall be twelve (12).  The Board of Directors shall annually
      elect a Chairman of the Board from among its members, and the Chairman of the
      Board shall preside at Board of Directors meetings or, in his absence, such
      meeting shall be presided over by such officer as has been designated by the
      Board of Directors or, in his absence, by such officer or other person as is
      chosen at the meeting.




The
      directors, other than those who may be elected by the holders of any class
      or
      series of preferred stock, shall be divided, with respect to the time for which
      they severally hold office, into three classes, as nearly equal in number as
      reasonably possible, with the term of office of the first class to expire at
      the
      first annual meeting of stockholders, the term of office of the second class
      to
      expire at the annual meeting of stockholders one year thereafter and the term
      of
      office of the third class to expire at the annual meeting of stockholders two
      years thereafter, with each director to hold office until his or her successor
      shall have been duly elected and qualified or until his earlier resignation
      or
      removal.  At each annual meeting of stockholders, commencing with the
      first annual meeting, directors elected to succeed those directors whose terms
      then expire shall be elected for a term of office to expire at the third
      succeeding annual meeting of stockholders after their election, with each
      director to hold office until his or her successor shall have been duly elected
      and qualified.




Section
      2.                      Vacancies
      and Newly Created Directorships.




Subject
      to the rights of the holders of any class or series of preferred stock, and
      unless the Board of Directors otherwise determines, newly created directorships
      resulting from any increase in the authorized number of directors or any
      vacancies in the Board of Directors resulting from death, resignation,
      retirement, disqualification, removal from office or other cause may be filled
      only by a majority vote of the directors then in office, though less than a
      quorum, and directors so chosen shall hold office for a term expiring at the
      annual meeting of stockholders at which the term of office of the class to
      which
      they have been elected expires and until such director’s successor shall have
      been duly elected and qualified or until his earlier resignation or
      removal.  No decrease in the number of






5




authorized
      directors constituting the Board shall shorten the term of any incumbent
      director.




Section
      3.                      Regular
      Meetings.




Regular
      meetings of the Board of Directors shall be held at such place or places, on
      such date or dates, and at such time or times as shall have been established
      by
      the Board of Directors and publicized among all directors.  A notice
      of each regular meeting shall not be required.




Section
      4.                      Special
      Meetings.




Special
      meetings of the Board of Directors may be called by one-third (J) of the
      directors then in office (rounded up to the nearest whole number) or by the
      Chairman of the Board and shall be held at such place, on such date, and at
      such
      time as they or he or she shall fix.  Notice of the place, date, and
      time of each such special meeting shall be given each director by whom it is
      not
      waived by mailing written notice not less than two (2) days before the meeting
      or by telegraphing or telexing or electronic delivery, or by facsimile
      transmission of the same not less than twenty-four (24) hours before the
      meeting.  Unless otherwise indicated in the notice thereof, any and
      all business may be transacted at a special meeting.




Section
      5.                      Quorum.




At
      any
      meeting of the Board of Directors, a majority of the authorized number of
      directors then constituting the Board shall constitute a quorum for all
      purposes.  If a quorum shall fail to attend any meeting, a majority of
      those present may adjourn the meeting to another place, date or time, without
      further notice or waiver thereof.




Section
      6.                      Participation
      in Meetings By Conference Telephone.




Members
      of the Board of Directors, or of any committee thereof, may participate in
      a
      meeting of such Board or committee by means of conference telephone or similar
      communications equipment by means of which all persons participating in the
      meeting can hear each other and such participation shall constitute presence
      in
      person at such meeting.




Section
      7.                      Conduct
      of Business.




At
      any
      meeting of the Board of Directors, business shall be transacted in such order
      and manner as the Board may from time to time determine, and all matters shall
      be determined by the vote of a majority of the directors present, except as
      otherwise provided herein or required by law.  Action may be taken by
      the Board of Directors without a meeting if all members thereof consent thereto
      in writing, and the writing or writings are filed with the minutes of
      proceedings of the Board of Directors.






6




Section
      8.                      Compensation
      of Directors.




Directors,
      as such, may receive, pursuant to resolution of the Board of Directors, fixed
      fees and other compensation for their services as directors, including, without
      limitation, their services as members of committees of the Board of
      Directors.




ARTICLE
      III




COMMITTEES




Section
      1.                      Committees
      of the Board of Directors.




The
      Board
      of Directors, by a vote of a majority of the Board of Directors, may from time
      to time designate committees of the Board, with such lawfully delegable powers
      and duties as it thereby confers, and in accordance with the rules and
      regulations promulgated by the Securities and Exchange Commission (the “SEC”),
      to serve at the pleasure of the Board and shall, for those committees and any
      others provided for herein, elect a director or directors to serve as the member
      or members, designating, if it desires, other directors as alternate members
      who
      may replace any absent or disqualified member at any meeting of the
      committee.  Any committee so designated may exercise the power and
      authority of the Board of Directors to declare a dividend, to authorize the
      issuance of stock or to adopt a certificate of ownership and merger pursuant
      to
      Section 253 of the Delaware General Corporation Law if the resolution which
      designates the committee or a supplemental resolution of the Board of Directors
      shall so provide.  The Board of Directors, by a vote of a majority of
      the Board of Directors, may also appoint members of senior management to serve
      on committees so designated; provided, however, that the actions of such a
      committee shall be deemed to be actions of the Board of Directors only to the
      extent that such actions were approved by a majority of members of the Board
      of
      Directors elected to such committee and present at the meeting.




Section
      2.                      Conduct
      of Business.




Each
      committee may determine the procedural rules for meeting and conducting its
      business and shall act in accordance therewith and consistent with any written
      charter approved by the Board of Directors, except as otherwise provided herein
      or required by law.  Adequate provision shall be made for notice to
      members of all meetings; a majority of the members shall constitute a quorum
      unless the committee shall consist of one (1) or two (2) members, in which
      event
      one (1) member shall constitute a quorum; and all matters shall be determined
      by
      a majority vote of the members present.  Action may be taken by any
      committee without a meeting if all members thereof consent thereto in writing,
      and the writing or writings are filed with the minutes of the proceedings of
      such committee.




Section
      3.                      Nominating
      Committee.




The
      Board
      of Directors shall appoint a Nominating Committee of the Board to be comprised
      of not less than two members of the Board as may be appointed to the Committee
      from time to time by a majority of the Board; provided, however, no
      member






7




of
      the
      Committee shall be an employee of the Company, and each member must be
      determined by the Board to be “independent” in accordance with “independence”
criteria of the Nasdaq National Market applicable to Board members
      generally.  The Chairman of the Nominating Committee shall be
      designated by the Board out of those members appointed to the
      Committee.  The Nominating Committee shall have authority (a) to
      review any nominations for election to the Board of Directors made by a
      stockholder of the Corporation pursuant to Section 6(c)(ii) of
      Article I of these By-laws in order to determine compliance with such
      By-law, (b) to recommend to the Whole Board nominees for election to the
      Board of Directors to replace those directors whose terms expire at the annual
      meeting of stockholders next ensuing, and  (c) such other authority as
      may be delegated from time to time by the Board.





ARTICLE
      IV




OFFICERS




Section
      1.                      Generally.




(a)           The
      Board of Directors as soon as may be practicable after the annual meeting of
      stockholders shall choose a Chairman of the Board, a Chief Executive Officer,
      a
      President, one or more Vice Presidents, a Secretary and a Treasurer and from
      time to time may choose such other officers as it may deem
      proper.  The Chairman of the Board and the Chief Executive Officer
      shall be chosen from among the directors.  Any number of offices may
      be held by the same person.




(b)           The
      term of office of all officers shall be until the next annual election of
      officers and until their respective successors are chosen but any officer may
      be
      removed from office at any time by the affirmative vote of a majority of the
      authorized number of directors then constituting the Board of
      Directors.




(c)           All
      officers chosen by the Board of Directors shall each have such powers and duties
      as generally pertain to their respective offices, subject to the specific
      provisions of this Article IV.  Such officers shall also have
      such powers and duties as from time to time may be conferred by the Board of
      Directors or by any committee thereof.




Section
      2.                      Chairman
      of the Board.




The
      Chairman of the Board shall be the Chief Executive Officer unless the Board
      of
      Directors specifically designates otherwise.  Subject to the control
      of the Board of Directors, the Chairman of the Board shall, in general,
      supervise and manage the business affairs of the Corporation, and he shall
      see
      that the resolutions and directions of the Board of Directors are carried into
      effect.




Each
      meeting of the stockholders and of the Board of Directors shall be presided
      over
      by the Chairman of the Board or, in his absence, by such officer as has been
      designated by the Board of Directors or, in his absence, by such officer or
      other person as






8




is
      chosen
      at the meeting.  The Secretary or, in his absence, the Treasurer of
      the Corporation or such officer as has been designated by the Board of Directors
      or, in his absence, such officer or other person as is chosen by the person
      presiding, shall act as secretary of each such meeting.




Section
      3.                      Vice
      Chairman.




The
      Board
      of Directors may appoint one of more Vice Chairmen.  The Vice
      Chairman, if any, shall, subject to the control of the Board of Directors,
      assist the Chairman in performing the duties and carrying out the
      responsibilities of his office.




Section
      4.                      President.




The
      President shall, subject to the control of the Board of Directors, in general
      assist the chairman in the management and oversight of the administration and
      operation of the Corporation’s business and its policies and affairs and in
      seeing that all orders and resolutions of the Board of Directors and of any
      committee thereof are carried into effect.  In the absence of the
      Chairman of the Board or in the event of his inability or refusal to act or
      while such office is vacant, the President shall perform the duties of the
      Chairman of the Board.




Section
      5.                      Vice
      President.




The
      Vice
      President or Vice Presidents shall perform the duties of the President in his
      absence or during his disability to act.  In addition, the Vice
      Presidents shall perform the duties and exercise the powers usually incident
      to
      their respective offices and/or such other duties and powers as may be properly
      assigned to them from time to time by the Board of Directors or the
      President.




Section
      6.                      Secretary.




The
      Secretary or an Assistant Secretary shall issue notices of meetings, shall
      keep
      their minutes, shall have charge of the seal and the corporate books, shall
      perform such other duties and exercise such other powers as are usually incident
      to such offices and/or such other duties and powers as are properly assigned
      thereto by the Board of Directors or the President.




Section
      7.                      Treasurer.




The
      Treasurer shall be the Chief Financial Officer of the Corporation, shall have
      charge of all monies and securities of the Corporation, other than monies and
      securities of any division of the Corporation which has a treasurer or financial
      officer appointed by the Board of Directors, and shall keep regular books of
      account.  The funds of the Corporation shall be deposited in the name
      of the Corporation by the Treasurer with such banks or trust companies as the
      Board of Directors from time to time shall designate.  He shall sign
      or countersign such instruments as require his signature, shall perform all
      such
      duties and have all such powers as are usually incident to such office and/or
      such other duties and powers as are properly assigned to him by the Board of
      Directors or the






9




President,
      and may be required to give bond for the faithful performance of his duties
      in
      such sum and with such surety as may be required by the Board of
      Directors.




Section
      8.                      Assistant
      Secretaries and Other Officers.




The
      Board
      of Directors may appoint one or more assistant secretaries and one or more
      assistant Treasurers, or one appointee to both such positions, which officers
      shall have such powers and shall perform such duties as are provided in these
      By-laws or as may be assigned to them by the Board of Directors or the
      President.




Section
      9.                      Action
      with Respect to Securities of Other Corporations.




Unless
      otherwise directed by the Board of Directors, the Chief Executive Officer or
      any
      officer of the Corporation authorized by the Chief Executive Officer shall
      have
      power to vote and otherwise act on behalf of the Corporation, in person or
      by
      proxy, at any meeting of stockholders of or with respect to any action of
      stockholders of any other corporation in which this Corporation may hold
      securities and otherwise to exercise any and all rights and powers which this
      Corporation may possess by reason of its ownership of securities in such other
      corporation.




ARTICLE
      V




STOCK




Section
      1.                      Certificates
      of Stock.




Each
      stockholder shall be entitled to a certificate signed by, or in the name of,
      the
      Corporation by the Chairman of the Board, the President or a Vice President,
      and
      by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
      Treasurer, certifying the number of shares owned by him or her.  Any
      or all of the signatures on the certificate may be by facsimile.




Section
      2.                      Transfers
      of Stock.




Transfers
      of stock shall be made only upon the transfer books of the Corporation kept
      at
      an office of the Corporation or by transfer agents designated to transfer shares
      of stock of the Corporation.  Except where a certificate is issued in
      accordance with Section 4 of Article V of these By-laws, an
      outstanding certificate for the number of shares involved shall be surrendered
      for cancellation before a new certificate is issued therefor.




Section
      3.                      Record
      Date.




In
      order
      that the Corporation may determine the stockholders entitled to notice of or
      to
      vote at any meeting of stockholders, or to receive payment of any dividend
      or
      other distribution or allotment of any rights or 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 a record date, which record
      date shall not precede the date on which






10




the
      resolution fixing the record date is adopted and which record date shall not
      be
      more than sixty (60) nor less than ten (10) days before the date of any meeting
      of stockholders, nor more than sixty (60) days prior to the time for such other
      action as hereinbefore described; provided, however, that if no record date
      is
      fixed by the Board of Directors, the record date for determining stockholders
      entitled to notice of or to vote at a meeting of stockholders shall be at the
      close of business on the day next preceding the day on which notice is given
      or,
      if notice is waived, at the close of business on the day next preceding the
      day
      on which the meeting is held, and, for determining stockholders entitled to
      receive payment of any dividend or other distribution or allotment of rights
      or
      to exercise any rights of change, conversion or exchange of stock or for any
      other purpose, the record date shall be at the close of business on the day
      on
      which the Board of Directors adopts a resolution relating thereto.




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




Section
      4.                      Lost,
      Stolen or Destroyed Certificates.




In
      the
      event of the loss, theft or destruction of any certificate of stock, another
      may
      be issued in its place pursuant to such regulations as the Board of Directors
      may establish concerning proof of such loss, theft or destruction and concerning
      the giving of a satisfactory bond or bonds of indemnity.




Section
      5.                      Regulations.




The
      issue, transfer, conversion and registration of certificates of stock shall
      be
      governed by such other regulations as the Board of Directors may
      establish.




ARTICLE
      VI




DIVIDENDS




Section
      1.                      Dividends.




Subject
      to the provisions of the General Corporation Law of the State of Delaware and
      the Certificate of Incorporation, the Board of Directors may declare and pay
      dividends upon the Shares of its capital stock.  Dividends may be paid
      in cash, in property or in shares of the Corporation’s capital
      stock.






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ARTICLE
      VII




NOTICES




Section
      1.                      Notices.




Except
      as
      otherwise specifically provided herein or required by law, all notices required
      to be given to any stockholder, director, officer, employee or agent shall
      be in
      writing and may in every instance be effectively given by hand delivery to
      the
      recipient thereof, by depositing such notice in the mails, postage paid, or
      by
      sending such notice by electronic delivery (if the stockholder has consented
      to
      delivery of notice in such form), prepaid telegram or mailgram or other
      courier.  Any such notice shall be addressed to such stockholder,
      director, officer, employee or agent at his or her last known address as the
      same appears on the books of the Corporation.  The time when such
      notice is received, if hand delivered, or dispatched, if delivered through
      the
      mails or by telegram or mailgram or other courier, shall be the time of the
      giving of the notice.




Section
      2.                      Waivers.




A
      written
      waiver of any notice, signed by a stockholder, director, officer, employee
      or
      agent, whether before or after the time of the event for which notice is to
      be
      given, shall be deemed equivalent to the notice required to be given to such
      stockholder, director, officer, employee or agent.  Neither the
      business nor the purpose of any meeting need be specified in such a
      waiver.




ARTICLE
      VIII




INDEMNIFICATION




Section
      1.                      Generally.




Each
      person who was or is made a party or is threatened to be made a party to or
      is
      otherwise involved in any action, suit or proceeding, whether civil, criminal,
      administrative or investigative (hereinafter a “proceeding”), by reason of the
      fact that he or she is or was a director or an 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 or of a partnership, joint venture,
      trust or other enterprise, including service with respect to an employee benefit
      plan (hereinafter an “indemnitee”), whether the basis of such proceeding is
      alleged action in an official capacity as a director, officer, employee or
      agent
      or in any other capacity while serving as a director, officer, employee or
      agent, shall be indemnified and held harmless by the Corporation to the fullest
      extent authorized by the Delaware General Corporation Law, as the same exists
      or
      may hereafter be amended (but, in the case of any such amendment, only to the
      extent that such amendment permits the Corporation to provide broader
      indemnification rights than such law permitted the Corporation to provide prior
      to such amendment), against all expense, liability and loss (including
      attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
      paid in settlement) reasonably incurred or suffered by such






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indemnitee
      in connection therewith; provided, however, that, except as provided in
      Section C hereof with respect to proceedings to enforce rights to
      indemnification, the Corporation shall indemnify any such indemnitee in
      connection with a proceeding (or part thereof) initiated by such indemnitee
      only
      if such proceeding (or part thereof) was authorized by the Board of Directors
      of
      the Corporation.




The
      rights to indemnification and to the advancement of expenses conferred in this
      Article shall not be exclusive of any other right which any person may have
      or hereafter acquire under any statute, the Corporation’s certificate of
      incorporation, by-law, agreement, vote of stockholders or disinterested
      directors or otherwise.




The
      Corporation may, to the extent authorized from time to time by the Board of
      Directors, grant rights to indemnification and to the advancement of expenses
      to
      any employee or agent of the Corporation to the fullest extent of the provisions
      of this Article with respect to the indemnification and advancement of
      expenses of directors and officers of the Corporation.




Section
      2.                      Expenses.




The
      right
      to indemnification conferred in Section 1 of this Article shall
      include the right to be paid by the Corporation the expenses incurred in
      defending any such proceeding in advance of its final disposition (hereinafter
      an “advancement of expenses”); provided, however, that, if the Delaware General
      Corporation Law requires, an advancement of expenses incurred by an indemnitee
      in his or her capacity as a director or officer (and not in any other capacity
      in which service was or is rendered by such indemnitee, including, without
      limitation, service to an employee benefit plan) shall be made only upon
      delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by
      or on behalf of such indemnitee, to repay all amounts so advanced if it shall
      ultimately be determined by final judicial decision from which there is no
      further right to appeal (hereinafter a “final adjudication”) that such
      indemnitee is not entitled to be indemnified for such expenses under this
      Section or otherwise.  The rights to indemnification and to the
      advancement of expenses conferred in Sections 1 and 2 of this
      Article shall be contract rights and such rights shall continue as to an
      indemnitee who has ceased to be a director, officer, employee or agent and
      shall
      inure to the benefit of the indemnitee’s heirs, executors and
      administrators.




If
      a
      claim under Section 1 or 2 of this Article is not paid in full by the
      Corporation within sixty days after a written claim has been received by the
      Corporation, except in the case of a claim for an advancement of expenses,
      in
      which case the applicable period shall be twenty days, the indemnitee may at
      any
      time thereafter bring suit against the Corporation to recover the unpaid amount
      of the claim.  If successful in whole or in part in any such suit, or
      in a suit brought by the Corporation to recover an advancement of expenses
      pursuant to the terms of an undertaking, the indemnitee shall be entitled to
      be
      paid also the expense of prosecuting or defending such suit.  In
      (i) any suit brought by the indemnitee to enforce a right to
      indemnification hereunder (but not in a suit brought by the indemnitee to
      enforce a right to an advancement of expenses) it shall be a defense that,
      and
      (ii) in any suit by the Corporation to recover an advancement of
      expenses






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pursuant
      to the terms of an undertaking the Corporation shall be entitled to recover
      such
      expenses upon a final adjudication that, the indemnitee has not met any
      applicable standard for indemnification set forth in the Delaware General
      Corporation Law. Neither the failure of the Corporation (including its board
      of
      directors, independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that indemnification of
      the
      indemnitee is proper in the circumstances because the indemnitee has met the
      applicable standard of conduct set forth in the Delaware General Corporation
      Law, nor an actual determination by the Corporation (including its board of
      directors, independent legal counsel, or its stockholders) that the indemnitee
      has not met such applicable standard of conduct, shall create a presumption
      that
      the indemnitee has not met the applicable standard of conduct or, in the case
      of
      such a suit brought by the indemnitee, be a defense to such suit.  In
      any suit brought by the indemnitee to enforce a right to indemnification or
      to
      an advancement of expenses hereunder, or by the Corporation to recover an
      advancement of expenses pursuant to the terms of an undertaking, the burden
      of
      proving that the indemnitee is not entitled to be indemnified, or to such
      advancement of expenses, under this Article or otherwise shall be on the
      Corporation.




Section
      3.                      Insurance.




The
      Corporation may maintain insurance, at its expense, to protect itself and any
      director, officer, employee or agent of the Corporation or another corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss, whether or not the Corporation would have the power to
      indemnify such person against such expense, liability or loss under the Delaware
      General Corporation Law.




ARTICLE
      IX




MISCELLANEOUS




Section
      1.                      Facsimile
      or Electronic Signatures.




In
      addition to the provisions for use of facsimile or electronic signatures
      elsewhere specifically authorized in these By-laws, facsimile or electronic
      signatures of any officer or officers of the Corporation may be used whenever
      and as authorized by the Board of Directors or a committee thereof and as fully
      as provided for by law.




Section
      2.                      Reliance
      Upon Books, Reports and Records.




Each
      director, each member of any committee designated by the Board of Directors,
      and
      each officer of the Corporation shall, in the performance of his or her duties,
      be fully protected in relying in good faith upon the books of account or other
      records of the Corporation and upon such information, opinions, reports or
      statements presented to the Corporation by any of its officers or employees,
      or
      committees of the Board of Directors so designated, or by any other person
      as to
      matters which such director or committee member reasonably believes are within
      such other person’s






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professional
      or expert competence and who has been selected with reasonable care by or on
      behalf of the Corporation.




Section
      3.                      Fiscal
      Year.




The
      fiscal year of the Corporation shall commence January 1 and end
      December 31.




Section
      4.                      Time
      Periods.




In
      applying any provision of these By-laws which requires that an act be done
      or
      not be done a specified number of days prior to an event or that an act be
      done
      during a period of a specified number of days prior to an event, calendar days
      shall be used, the day of the doing of the act shall be excluded, and the day
      of
      the event shall be included.




ARTICLE
      X




AMENDMENTS




These
      By-laws may be amended, added to, rescinded or repealed at any meeting of the
      Board of Directors or of the stockholders, provided notice of the proposed
      change was given in the notice of the meeting or, in the case of a meeting
      of
      the Board of Directors, in a notice given not less than two days prior to the
      meeting; provided, however, that, in the case of amendments to be effected
      by
      the stockholders, notwithstanding any other provisions of these By-laws or
      any
      provision of law which might otherwise permit a lesser vote or no vote, but
      in
      addition to any affirmative vote of the holders of any particular class or
      series of the Voting Stock required by law, the Certificate of Incorporation,
      any Preferred Stock Designation or these By-laws, the affirmative votes of
      the
      holders of at least 80% of the voting power of all the then-outstanding shares
      of the Voting Stock, voting together as a single class, shall be required to
      alter, amend or repeal any provisions of these By-laws.






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