AMENDED AND RESTATED



BY-LAWS

OF

WILD OATS MARKETS, INC.

(a Delaware corporation)

As adopted by the Board of Directors August 19, 1996, and amended by the
Board of Directors, March 24, 2006



---

AMENDED AND RESTATED

BY-LAWS

OF

WILD OATS MARKETS, INC.

(a Delaware corporation)

ARTICLE I
OFFICES

Section 1. Registered Office. The
registered office of the corporation in the State of Delaware shall be in the City of
Dover, County of Kent.



Section 2. Other Offices. The
corporation shall also have and maintain an office or principal place of business in
Boulder, Colorado, at such place as may be fixed by the Board of Directors, and may also
have offices at such other places, both within and without the State of Delaware as the
Board of Directors may from time to time determine or the business of the corporation may
require.



ARTICLE II
CORPORATE SEAL

Section 3. Corporate Seal. The
corporate seal shall consist of a die bearing the name of the corporation and the
inscription, "Corporate Seal Delaware." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.



ARTICLE III
STOCKHOLDERS MEETINGS

Section 4. Place of Meetings. Meetings
of the stockholders of the corporation shall be held at such place, either within or
without the State of Delaware, as may be designated from time to time by the Board of
Directors, or, if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.



Section 5. Annual Meeting.

(a) The annual meeting of the
stockholders of the corporation, for the purpose of election of Directors and for such
other business as may lawfully come before it, shall be held on such date and at such time
as may be designated from time to time by the Board of Directors.



(b) At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before an annual meeting, business must be:
(A) specified in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (B) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (C) otherwise properly
brought before the meeting by a stockholder. For business to be properly brought before 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 to or mailed and received at the principal executive offices of the
corporation not less than one hundred twenty (120) calendar days in advance of the date of
the corporations proxy statement released to stockholders in connection with the
previous years annual meeting of stockholders; provided, however, that in the event
that no annual meeting was held in the previous year or the date of the annual meeting has
been changed by more than thirty (30) days from the date contemplated at the time of the
previous years proxy statement, notice by the stockholder to be timely must be so
received not earlier than the close of business on the ninetieth (90th) day prior to such
annual meeting and not later than the close of business on the sixtieth (60th) day prior
to such annual meeting or, in the event public announcement of the date of such annual
meeting is first made by the corporation fewer than seventy (70) days prior to the date of
such annual meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the corporation. A
stockholders notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief description of
the business desired 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 proposing such business,
(iii) the class and number of shares of the corporation which are beneficially owned
by the stockholder, (iv) any material interest of the stockholder in such business
and (v) any other information that is required to be provided by the stockholder
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in his
capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholders meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities and Exchange Act of 1934, as
amended. Notwithstanding anything in these By-Laws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set forth in this
paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine
and declare at the meeting that business was not properly brought before the meeting and
in accordance with the provisions of this paragraph (b), and, if he should so determine,
he shall so declare at the meeting that any such business not properly brought before the
meeting shall not be transacted.



(c) Only persons who are nominated in
accordance with the procedures set forth in this paragraph (c) and the Stockholders
Agreement between the corporation and certain stockholders 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 by or at the direction of the Board
of Directors or by any stockholder of the corporation entitled to vote in the election of
Directors at the meeting who complies with the notice procedures set forth in this
paragraph (c). Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the Secretary of the
corporation in accordance with the provisions of paragraph (b) of this Section 5. Such
stockholders notice shall set forth (i) as to each person, if any, whom the
stockholder proposes to nominate for election or re election as a Director: (A) the
name, age, business address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number of shares of the
corporation which are beneficially owned by such person, (D) a description of all
arrangements or understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other 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 without limitation such persons written
consent to being named in the proxy statement, if any, as a nominee and to serving as a
Director if elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (b) of this Section 5. At the request
of the Board of Directors, any person nominated by a stockholder for election as a
Director shall furnish to the Secretary of the corporation that information required to be
set forth in the 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 procedures set forth in this paragraph (c). The chairman of the
meeting shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these By-laws, and
if he should so determine, he shall so declare at the meeting and the defective nomination
shall be disregarded.



(d) For purposes of this Section 5,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.



Section 6. Special Meetings.

(a) Special meetings of the
stockholders of the corporation may be called, for any purpose or purposes, by
(i) the Chairman of the Board, (ii) the Chief Executive Officer, or
(iii) the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resolution is presented to the
Board for adoption)or (iv) by the holders of shares entitled to cast not less than
ten percent (10%) of the votes at the meeting, and shall be held at such place, on such
date, and at such time as they or he shall fix; provided, however, that following
registration of any of the classes of equity securities of the corporation pursuant to the
provisions of the Securities Exchange Act of 1934, as amended, special meetings of the
stockholders may only be called by the Board of Directors pursuant to a resolution adopted
by a majority of the total number of authorized Directors.



(b) If a special meeting is called by
any person or persons other than the Board of Directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by telegraphic
or other facsimile transmission to the Chairman of the Board, the President, any Vice
President, or the Secretary of the corporation. No business may be transacted at such
special meeting otherwise than specified in such notice. The officer receiving the request
shall cause notice to be promptly given to the stockholders entitled to vote, in
accordance with the provisions of Section 7 of these By-Laws, that a meeting will be held
not less than thirty five (35) nor more than one hundred twenty (120) days after the
receipt of the request. Upon determination of the time and place of the meeting, the
officer receiving the request shall cause notice to be given to the stockholders entitled
to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is
not given within sixty (60) days after the receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing contained in this paragraph (b) shall
be construed as limiting, fixing, or affecting the time when a meeting of stockholders
called by action of the Board of Directors may be held.



Section 7. Notice of Meetings. Except
as otherwise provided by law or the Certificate of Incorporation, written notice of each
meeting of stockholders shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote at such meeting,
such notice to specify the place, date and hour and purpose or purposes of the meeting.
Notice of the time, place and purpose of any meeting of stockholders may be waived in
writing, signed by the person entitled to notice thereof, either before or after such
meeting, and will be waived by any stockholder by his attendance thereat in person or by
proxy, except when the stockholder attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the meeting is
not lawfully called or convened. Any stockholder so waiving notice of such meeting shall
be bound by the proceedings of any such meeting in all respects as if due notice thereof
had been given.



Section 8. Quorum.At
all meetings of stockholders, except where otherwise provided by statute or by the
Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly
authorized, of the holders of a majority of the outstanding shares of stock entitled to
vote shall constitute a quorum for the transaction of business. Any shares, the voting of
which at said meeting has been enjoined, or which for any reason cannot be lawfully voted
at such meeting, shall not be counted to determine a quorum at such meeting. In the
absence of a quorum any meeting of stockholders may be adjourned, from time to time,
either by the chairman of the meeting or by vote of the holders of a majority of the
shares represented thereat, but no other business shall be transacted at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum is present,
may continue to transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum. Where a separate vote by a class or
classes or series is required, a majority of the outstanding shares of such class or
classes or series, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter.



Section 8a. Vote Required. When a
quorum is present at any meeting, a plurality of the votes cast for election to any office
shall elect the candidate to such office and a majority of the votes cast upon any other
matter shall be the act of the stockholders, unless a different vote is required by an
express provision of applicable law, the corporations certificate of incorporation,
these Bylaws or the rules or regulations of the NASD, the NASDAQ Stock Market or any stock
exchange applicable to the corporation, in which case such express provision shall govern.

Section 9. Adjournment and Notice of
Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be
adjourned from time to time either by the chairman of the meeting or by the vote of a
majority of the shares represented thereat. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.



Section 10. Voting Rights.

(a) For the purpose of determining
those stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock records
of the corporation on the record date, as provided in Section 12 of these By-Laws, shall
be entitled to vote at any meeting of stockholders. Except as may be otherwise provided in
the Certificate of Incorporation or these By-Laws, each stockholder shall be entitled to
one vote for each share of capital stock held by such stockholder. Every person entitled
to vote shall have the right to do so either in person or by an agent or agents authorized
by a written proxy executed by such person or his duly authorized agent, which proxy shall
be filed with the Secretary at or before the meeting at which it is to be used. An agent
so appointed need not be a stockholder. No proxy shall be voted after three (3) years from
its date of creation unless the proxy provides for a longer period. All elections of
Directors shall be by written ballot, unless otherwise provided in the Certificate of
Incorporation.



Section 11. Beneficial Owners of Stock.

(a) If shares or other securities
having voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the
entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall have the
following effect: (a) if only one (1) votes, his act binds all; (b) if more than
one (1) votes, the act of the majority so voting binds all; (c) if more than one (1)
votes, but the vote is evenly split on any particular matter, each faction may vote the
securities in question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the General Corporation Law of Delaware, Section 217(b). If the
instrument filed with the Secretary shows that any such tenancy is held in unequal
interests, a majority or even split for the purpose of this subsection (c) shall be a
majority or even split in interest.



(b) Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of
the corporation he has expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon.



Section 12. List of Stockholders. The
Secretary shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at said meeting,
arranged in alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not specified, at the place where the meeting is to be
held. The list shall be produced and kept at the time and place of meeting during the
whole time thereof, and may be inspected by any stockholder who is present.



Section 13. Action without Meeting.

(a) Any action required by statute to
be taken at any annual or special meeting of the stockholders, or any action which may be
taken at any annual or special meeting of the stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, are signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and
voted.



(b) Every written consent shall bear
the date of signature of each stockholder who signs the consent, and no written consent
shall be effective to take the corporate action referred to therein unless, within sixty
(60) days of the earliest dated consent delivered to the Corporation in the manner herein
required, written consents signed by a sufficient number of stockholders to take action
are delivered to the corporation by delivery to its registered office in the State of
Delaware, its principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are recorded.
Delivery made to a corporations registered office shall be by hand or by certified
or registered mail, return receipt requested.



(c) Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate under any section of the
General Corporation Law of Delaware if such action had been voted on by stockholders at a
meeting thereof, then the certificate filed under such section shall state, in lieu of any
statement required by such section concerning any vote of stockholders, that written
notice and written consent have been given as provided in Section 228 of the General
Corporation Law of Delaware.



(d) Notwithstanding the foregoing, no
such action by written consent may be taken following the closing of the initial public
offering pursuant to an effective registration statement under the Securities Act of 1933,
as amended (the "1933 Act"), covering the offer and sale of Common Stock of the
corporation (the "Initial Public Offering").



Section 14. Organization.

(a) At every meeting of stockholders,
the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or, if the President is absent, the most senior Vice President
present, or in the absence of any such officer, a chairman of the meeting chosen by a
majority in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed
to do so by the President, shall act as secretary of the meeting.



(b) The Board of Directors of the
corporation shall be entitled to make such rules or regulations for the conduct of
meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to
such rules and regulations of the Board of Directors, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
participation in such meeting to stockholders of record of the corporation and their duly
authorized and constituted proxies, and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement thereof,
limitations on the time allotted to questions or comments by participants and regulation
of the opening and closing of the polls for balloting on matters which are to be voted on
by ballot. Unless, and to the extent determined by the Board of Directors or the chairman
of the meeting, meetings of stockholders shall not be required to be held in accordance
with rules of parliamentary procedure.



ARTICLE IV
DIRECTORS

Section 15. Number and Term of Office.
The authorized number of directors of the corporation shall be fixed in accordance with
the Certificate of Incorporation. Directors need not be stockholders unless so required by
the Certificate of Incorporation. If for any cause, the Directors shall not have been
elected at an annual meeting, they may be elected as soon thereafter as convenient at a
special meeting of the stockholders called for that purpose in the manner provided in
these By-Laws. No reduction of the authorized number of Directors shall have the effect of
removing any Director before the Directors term of office expires, unless such
removal is made pursuant to the provisions of Section 20 hereof.



Section 16. Powers. The powers of the
corporation shall be exercised, its business conducted and its property controlled by the
Board of Directors, except as may be otherwise provided by statute or by the Certificate
of Incorporation.



Section 17. Classes of Directors.Subject
to the rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, following the closing of the Initial Public
Offering, the directors shall be divided into three classes designated as Class I,
Class II and Class III, respectively. Directors shall be assigned to each class
in accordance with a resolution or resolutions adopted by the Board of Directors. At the
first annual meeting of stockholders following the closing of the Initial Public Offering,
the term of office of the Class I directors shall expire and Class I directors
shall be elected for a full term of three years. At the second annual meeting of
stockholders following the Closing of the Initial Public Offering, the term of office of
the Class II directors shall expire and Class II directors shall be elected for
a full term of three years. At the third annual meeting of stockholders following the
Closing of the Initial Public Offering, the term of office of the Class III directors
shall expire and Class III directors shall be elected for a full term of three years.
At each succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at such
annual meeting.

Notwithstanding the foregoing provisions of this Article, each director
shall serve until his successor is duly elected and qualified or until his death,
resignation or removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.



Section 18. Vacancies. Unless
otherwise provided in the Certificate of Incorporation, vacancies and newly created
directorships resulting from any increase in the authorized number of Directors may be
filled by a majority of the Directors then in office, although less than a quorum, or by a
sole remaining Director, and each Director so elected shall hold office for the unexpired
portion of the term of the Director whose place shall be vacant and until his successor
shall have been duly elected and qualified. A vacancy in the Board of Directors shall be
deemed to exist under this Section 18 in the case of the death, removal or resignation of
any Director, or if the stockholders fail at any meeting of stockholders at which
Directors are to be elected (including any meeting referred to in Section 20 below) to
elect the number of Directors then constituting the whole Board of Directors.



Section 19. Resignation. Any Director
may resign at any time by delivering his written resignation to the Secretary, such
resignation to specify whether it will be effective at a particular time, upon receipt by
the Secretary or at the pleasure of the Board of Directors. If no such specification is
made, it shall be deemed effective at the pleasure of the Board of Directors. When one or
more Directors shall resign from the Board of Directors, effective at a future date, a
majority of the Directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each Director so chosen shall hold
office for the unexpired portion of the term of the Director whose place shall be vacated
and until his successor shall have been duly elected and qualified.



Section 20. Removal.Subject to the
rights of the holders of any series of Preferred Stock and the Stockholders Agreement, no
director shall be removed without cause. Subject to any limitations imposed by law, the
Board of Directors or any individual director may be removed from office at any time with
cause by the affirmative vote of the holders of a majority of the voting power of all the
then-outstanding shares of voting stock of the corporation, entitled to vote at an
election of directors (the "Voting Stock").



Section 21. Meetings.

(a) Annual Meetings. The annual
meeting of the Board of Directors shall be held immediately after the annual meeting of
stockholders and at the place where such meeting is held. No notice of an annual meeting
of the Board of Directors shall be necessary and such meeting shall be held for the
purpose of electing officers and transacting such other business as may lawfully come
before it.



(b) Regular Meetings. Except as
hereinafter otherwise provided, regular meetings of the Board of Directors shall be held
in the office of the corporation required to be maintained pursuant to Section 2 hereof.
Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the
Board of Directors may also be held at any place within or without the State of Delaware
which has been determined by the Board of Directors.



(c) Special Meetings.Unless otherwise
restricted by the Certificate of Incorporation, special meetings of the Board of Directors
may be held at any time and place within or without the State of Delaware whenever called
by the President or a majority of the Directors.



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



(e) Notice of Meetings. Written notice
of the time and place of all special meetings of the Board of Directors shall be given at
least one (1) day before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any Director by
attendance thereat, except when the Director attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.



(f) Waiver of Notice. The transaction
of all business at any meeting of the Board of Directors, or any committee thereof,
however called or noticed, or wherever held, shall be as valid as though had at a meeting
duly held after regular call and notice, if a quorum be present and if, either before or
after the meeting, each of the Directors not present shall sign a written waiver of
notice, or a consent to holding such meeting, or an approval of the minutes thereof.
Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in any written waiver of notice or
consent unless so required by the Certificate of Incorporation or these By-Laws. All such
waivers, consents or approvals shall be filed with the corporate records or made a part of
the minutes of the meeting.



Section 22. Quorum and Voting.

(a) Unless the Certificate of
Incorporation requires a greater number and except with respect to indemnification
questions arising under Section 43 hereof, for which a quorum shall be one-third of the
exact number of Directors fixed from time to time in accordance with the Certificate of
Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact
number of directors fixed from time to time by the Board of Directors in accordance with
the Certificate of Incorporation; provided, however, at any meeting whether a
quorum be present or otherwise, a majority of the directors present may adjourn from time
to time until the time fixed for the next regular meeting of the Board of Directors,
without notice other than by announcement at the meeting.



(b) At each meeting of the Board of
Directors at which a quorum is present all questions and business shall be determined by a
vote of a majority of the Directors present, unless a different vote be required by law,
the Certificate of Incorporation or these By-Laws.



Section 23. Action without Meeting.Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board of Directors
or committee, as the case may be, consent thereto in writing, and such writing or writings
are filed with the minutes of proceedings of the Board of Directors or committee.



Section 24. Fees and Compensation.
Directors shall be entitled to such compensation for their services as may be approved by
the Board of Directors, including, if so approved, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular
or special meeting of the Board of Directors and at any meeting of a committee of the
Board of Directors. Nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity as an officer, agent, employee, or
otherwise and receiving compensation therefor.



Section 25. Committees.

(a) Executive Committee. The Board of
Directors may by resolution passed by a majority of the whole Board of Directors, appoint
an Executive Committee to consist of one (1) or more members of the Board of Directors.
The Executive Committee, to the extent permitted by law and specifically granted by the
Board of Directors, shall have and may exercise when the Board of Directors is not in
session all powers of the Board of Directors in the management of the business and affairs
of the corporation, including, without limitation, the power and authority to declare a
dividend or to authorize the issuance of stock, except such committee shall not have the
power or authority to amend the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporations property and assets, to recommend to
the stockholders of the corporation a dissolution of the corporation or a revocation of a
dissolution or to amend these By-Laws.



(b) Other Committees.The Board of
Directors may, by resolution passed by a majority of the whole Board of Directors, from
time to time appoint such other committees as may be permitted by law. Such other
committees appointed by the Board of Directors shall consist of one (1) or more members of
the Board of Directors, and shall have such powers and perform such duties as may be
prescribed by the resolution or resolutions creating such committees, but in no event
shall such committee have the powers denied to the Executive Committee in these By-Laws.



(c) Term. The members of all
committees of the Board of Directors shall serve a term coexistent with that of the Board
of Directors which shall have appointed such committee. The Board of Directors, subject to
the provisions of subsections (a) or (b) of this Section 25, may at any time increase or
decrease the number of members of a committee or terminate the existence of a committee.
The membership of a committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of Directors may
at any time for any reason remove any individual committee member and the Board of
Directors may fill any committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board of Directors may designate
one or more Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, and, in addition, in the absence or
disqualification of any member of a committee, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.



(d) Meetings.Unless the Board of
Directors shall otherwise provide, regular meetings of the Executive Committee or any
other committee appointed pursuant to this Section 25 shall be held at such times and
places as are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further notice of such
regular meetings need be given thereafter. Special meetings of any such committee may be
held at any place which has been determined from time to time by such committee, and may
be called by any Director who is a member of such committee, upon written notice to the
members of such committee of the time and place of such special meeting given in the
manner provided for the giving of written notice to members of the Board of Directors of
the time and place of special meetings of the Board of Directors. Notice of any special
meeting of any committee may be waived in writing at any time before or after the meeting
and will be waived by any Director by attendance thereat, except when the Director attends
such special meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or
convened. A majority of the authorized number of members of any such committee shall
constitute a quorum for the transaction of business, and the act of a majority of those
present at any meeting at which a quorum is present shall be the act of such committee.



Section 26. Organization. At every
meeting of the Directors, the Chairman of the Board of Directors, or, if a Chairman has
not been appointed or is absent, the President, or if the President is absent, the most
senior Vice President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the meeting. The
Secretary, or in his absence, an Assistant Secretary directed to do so by the President,
shall act as secretary of the meeting.



ARTICLE V
OFFICERS

Section 27. Officers Designated.The
officers of the corporation shall be the Chairman of the Board of Directors, the
President, one or more Vice Presidents, the Secretary and the Chief Financial Officer or
Treasurer, all of whom shall be elected at the annual organizational meeting of the Board
of Directors. The order of the seniority of the Vice Presidents shall be in the order of
their nomination, unless otherwise determined by the Board of Directors. The Board of
Directors may also appoint such other officers and agents with such powers and duties as
it shall deem necessary. The Board of Directors may assign such additional titles to one
or more of the officers as it shall deem appropriate. Any one person may hold any number
of offices of the corporation at any one time unless specifically prohibited therefrom by
law. The salaries and other compensation of the officers of the corporation shall be fixed
by or in the manner designated by the Board of Directors. The President may appoint one or
more Assistant Secretaries and Assistant Treasurers with such powers and duties as he or
she deems necessary.



Section 28. Tenure and Duties of Officers.

(a) General. All officers shall hold
office at the pleasure of the Board of Directors and until their successors shall have
been duly elected and qualified, unless sooner removed. Any officer elected or appointed
by the Board of Directors may be removed at any time by the Board of Directors. If the
office of any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.



(b) Duties of Chairman of the Board of
Directors. The Chairman of the Board of Directors, when present, shall preside at all
meetings of the stockholders and the Board of Directors. The Chairman of the Board of
Directors shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors shall
designate from time to time. If there is no President, then the Chairman of the Board of
Directors shall also serve as the Chief Executive Officer of the corporation and shall
have the powers and duties prescribed in paragraph (c) of this Section 28.



(c) Duties of President. The President
shall preside at all meetings of the stockholders and at all meetings of the Board of
Directors, unless the Chairman of the Board of Directors has been appointed and is
present. The President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision, direction and
control of the business and officers of the corporation. The President shall perform other
duties commonly incident to his office and shall also perform such other duties and have
such other powers as the Board of Directors shall designate from time to time.



(d) Duties of Vice Presidents.The
Vice Presidents, in the order of their seniority, may assume and perform the duties of the
President in the absence or disability of the President or whenever the office of
President is vacant. The Vice Presidents shall perform other duties commonly incident to
their office and shall also perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to time.



(e) Duties of Secretary.The Secretary
shall attend all meetings of the stockholders and of the Board of Directors, and shall
record all acts and proceedings thereof in the minute book of the corporation. The
Secretary shall give notice in conformity with these By-Laws of all meetings of the
stockholders, and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in these By-Laws
and other duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors shall designate from time to time.
The President may direct any Assistant Secretary to assume and perform the duties of the
Secretary in the absence or disability of the Secretary, and each Assistant Secretary
shall perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors or the President shall
designate from time to time.



(f) Duties of Chief Financial Officer or
Treasurer.The Chief Financial Officer or Treasurer shall keep or cause to be kept the
books of account of the corporation in a thorough and proper manner, and shall render
statements of the financial affairs of the corporation in such form and as often as
required by the Board of Directors or the President. The Chief Financial Officer or
Treasurer, subject to the order of the Board of Directors, shall have the custody of all
funds and securities of the corporation. The Chief Financial Officer or Treasurer shall
perform other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors or the President shall
designate from time to time. The President may direct any Assistant Treasurer to assume
and perform the duties of the Chief Financial Officer or Treasurer in the absence or
disability of the Chief Financial Officer or Treasurer, and each Assistant Treasurer shall
perform other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors or the President shall
designate from time to time.



Section 29. Delegation of Authority.
The Board of Directors may from time to time delegate the powers or duties of any officer
to any other officer or agent, notwithstanding any provision hereof.



Section 30. Resignations.Any officer
may resign at any time by giving written notice to the Board of Directors or to the
President or to the Secretary. Any such resignation shall be effective when received by
the person or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later time. Unless
otherwise specified in such notice, the acceptance of any such resignation shall not be
necessary to make it effective. Any resignation shall be without prejudice to the rights,
if any, of the corporation under any contract with the resigning officer.



Section 31. Removal.Any officer may
be removed from office at any time, either with or without cause, by the vote or written
consent of a majority of the Directors in office at the time, or by any committee or
superior officers upon whom such power of removal may have been conferred by the Board of
Directors.



ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND
VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 32. Execution of Corporate
Instruments.The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to execute on
behalf of the corporation any corporate instrument or document, or to sign on behalf of
the corporation the corporate name without limitation, or to enter into contracts on
behalf of the corporation, except where otherwise provided by law or these By-Laws, and
such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences
of indebtedness of the corporation, and other corporate instruments or documents requiring
the corporate seal, and certificates of shares of stock owned by the corporation, shall be
executed, signed or endorsed by the Chairman of the Board of Directors, or the President
or any Vice President, and by the Secretary or Chief Financial Officer or Treasurer or any
Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring
the corporate signature, but not requiring the corporate seal, may be executed as
aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to
the credit of the corporation or in special accounts of the corporation shall be signed by
such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or for any amount.



Section 33. Voting of Securities Owned by
the Corporation.All stock and other securities of other corporations owned or held by
the corporation for itself, or for other parties in any capacity, shall be voted, and all
proxies with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board of Directors, the President, or any Vice President.



ARTICLE VII
SHARES OF STOCK

Section 34. Form and Execution of
Certificates. Certificates for the shares of stock of the corporation shall be in such
form as is consistent with the Certificate of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate signed by or in
the name of the corporation by the Chairman of the Board of Directors, or the President or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or
Assistant Secretary, certifying the number of shares owned by him in the corporation. Any
or all of the signatures on the certificate may be by facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue. Each certificate shall
state upon the face or back thereof, in full or in summary, all of the designations,
preferences, limitations, restrictions on transfer and relative rights of the shares
authorized to be issued.



Section 35. Lost Certificates. A new
certificate or certificates shall be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen, or destroyed,
upon the making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require or to give the corporation a surety
bond in such form and amount as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have been lost,
stolen, or destroyed.



Section 36. Transfers.

(a) Transfers of record of shares of
stock of the corporation shall be made only upon its books by the holders thereof, in
person or by attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.



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



Section 37. Fixing Record Dates.

(a) In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting. 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. 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.



(b) Prior to the Initial Public
Offering, in order that the Corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board of
Directors is required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place of
business or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
Corporations registered office shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board of Directors adopts the resolution
taking such prior action.



(c) In order that the corporation may
determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.



Section 38. Registered Stockholders.The
corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.



ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

Section 39. Execution of Other Securities.
All bonds, debentures and other corporate securities of the corporation, other than stock
certificates (covered in Section 34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be authorized
by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such
seal imprinted thereon and attested by the signature of the Secretary or an Assistant
Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer;
provided, however, that where any such bond, debenture or other corporate security shall
be authenticated by the manual signature of a trustee under an indenture pursuant to which
such bond, debenture or other corporate security shall be issued, the signatures of the
persons signing and attesting the corporate seal on such bond, debenture or other
corporate security may be the imprinted facsimile of the signatures of such persons.
Interest coupons appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant
Treasurer of the corporation or such other person as may be authorized by the Board of
Directors, or bear imprinted thereon the facsimile signature of such person. In case any
officer who shall have signed or attested any bond, debenture or other corporate security,
or whose facsimile signature shall appear thereon or on any such interest coupon, shall
have ceased to be such officer before the bond, debenture or other corporate security so
signed or attested shall have been delivered, such bond, debenture or other corporate
security nevertheless may be adopted by the corporation and issued and delivered as though
the person who signed the same or whose facsimile signature shall have been used thereon
had not ceased to be such officer of the corporation.



ARTICLE IX
DIVIDENDS

Section 40. Declaration of Dividends.Dividends
upon the capital stock of the corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors pursuant to law at any
regular or special meeting. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Certificate of Incorporation.



Section 41. Dividend Reserve.Before
payment of any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the Board of Directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the corporation,
or for such other purpose as the Board of Directors shall think conducive to the interests
of the corporation, and the Board of Directors may modify or abolish any such reserve in
the manner in which it was created.



ARTICLE X
FISCAL YEAR

Section 42. Fiscal Year.The fiscal
year of the corporation shall be fixed by resolution of the Board of Directors.



ARTICLE XI
INDEMNIFICATION

Section 43. Indemnification of Directors,
Officers, Employees and Other Agents.

(a) Directors.The corporation shall
indemnify its Directors to the fullest extent not prohibited by the Delaware General
Corporation Law; provided, however, that the corporation shall not be required to
indemnify any Director in connection with any proceeding (or part thereof) initiated by
such person or any proceeding by such person against the corporation or its Directors,
officers, employees or other agents unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation or (iii) such indemnification is provided by the corporation,
in its sole discretion, pursuant to the powers vested in the corporation under the
Delaware General Corporation Law.



(b) Officers, Employees and Other Agents.The
corporation shall have power to indemnify its officers, employees and other agents as set
forth in the Delaware General Corporation Law.



(c) Good Faith.

(i) For purposes of any determination
under this Bylaw, a Director or executive officer shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, to have had no
reasonable cause to believe that his conduct was unlawful, if his action is based on
information, opinions, reports and statements, including financial statements and other
financial data, in each case prepared or presented by:



(1) one or more officers or employees
of the corporation whom the Director or executive officer believed to be reliable and
competent in the matters presented;



(2) counsel, independent accountants
or other persons as to matters which the Director or executive officer believed to be
within such persons professional competence; and



(3) with respect to a Director, a
committee of the Board upon which such Director does not serve, as to matters within such
Committees designated authority, which committee the Director believes to merit
confidence; so long as, in each case, the Director or executive officer acts without
knowledge that would cause such reliance to be unwarranted.



(ii) The termination of any proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, that he had
reasonable cause to believe that his conduct was unlawful.



(iii) The provisions of this paragraph
(c) shall not be deemed to be exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard of conduct set forth by the
Delaware General Corporation Law.



(d) Expenses. The corporation shall
advance, prior to the final disposition of any proceeding, promptly following request
therefor, all expenses incurred by any Director or executive officer in connection with
such proceeding upon receipt of an undertaking by or on behalf of such person to repay
said amounts if it should be determined ultimately that such person is not entitled to be
indemnified under this Bylaw or otherwise.



(e) Enforcement.Without the necessity
of entering into an express contract, all rights to indemnification and advances to
Directors and executive officers under this Bylaw shall be deemed to be contractual rights
and be effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer. Any right to indemnification or
advances granted by this Bylaw to a Director or executive officer shall be enforceable by
or on behalf of the person holding such right in any court of competent jurisdiction if
(i) the claim for indemnification or advances is denied, in whole or in part, or
(ii) no disposition of such claim is made within ninety (90) days of request
therefor. The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. The corporation
shall be entitled to raise as a defense to any such action that the claimant has not met
the standards of conduct that make it permissible under the Delaware General Corporation
Law for the corporation to indemnify the claimant for the amount claimed. 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 action
that indemnification of the claimant is proper in the circumstances because he 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 claimant has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.



(f) Non Exclusivity of Rights.The
rights conferred on any person by this Bylaw shall not be exclusive of any other right
which such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to action in
another capacity while holding office. The corporation is specifically authorized to enter
into individual contracts with any or all of its Directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent not prohibited by the
Delaware General Corporation Law.



(g) Survival of Rights. The rights
conferred on any person by this Bylaw shall continue as to a person who has ceased to be a
Director, officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.



(h) Insurance.To the fullest extent
permitted by the Delaware General Corporation Law, the corporation, upon approval by the
Board of Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw.



(i) Amendments. Any repeal or
modification of this Bylaw shall only be prospective and shall not affect the rights under
this Bylaw in effect at the time of the alleged occurrence of any action or omission to
act that is the cause of any proceeding against any agent of the corporation.



(j) Saving Clause. If this Bylaw or
any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each Director and
executive officer to the full extent not prohibited by any applicable portion of this
Bylaw that shall not have been invalidated, or by any other applicable law.



(k) Certain Definitions. For the
purposes of this Bylaw, the following definitions shall apply:



(i) The term "proceeding"
shall be broadly construed and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving
of testimony in, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative.



(ii) The term "expenses"
shall be broadly construed and shall include, without limitation, court costs,
attorneys fees, witness fees, fines, amounts paid in settlement or judgment and any
other costs and expenses of any nature or kind incurred in connection with any proceeding.



(iii) The term the
"corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions of this
Bylaw with respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.



(iv) References to a
"director," "officer," "employee," or "agent" of
the corporation shall include, without limitation, situations where such person is serving
at the request of the corporation as a director, officer, employee, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise.



(v) References to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Bylaw.



ARTICLE XII
NOTICES

Section 44. Notices.

(a) Notice to Stockholders.Whenever,
under any provisions of these By-Laws, notice is required to be given to any stockholder,
it shall be given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.



(b) Notice to Directors.Any notice
required to be given to any Director may be given by the method stated in subsection (a),
or by facsimile, telex or telegram, except that such notice other than one which is
delivered personally shall be sent to such address as such Director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known post
office address of such Director.



(c) Address Unknown.If no address of
a stockholder or Director be known, notice may be sent to the office of the corporation
required to be maintained pursuant to Section 2 hereof.



(d) Affidavit of Mailing. An affidavit
of mailing, executed by a duly authorized and competent employee of the corporation or its
transfer agent appointed with respect to the class of stock affected, specifying the name
and address or the names and addresses of the stockholder or stockholders, or Director or
Directors, to whom any such notice or notices was or were given, and the time and method
of giving the same, shall be conclusive evidence of the statements therein contained.



(e) Time Notices Deemed Given. All
notices given by mail, as above provided, shall be deemed to have been given as at the
time of mailing and all notices given by facsimile, telex or telegram shall be deemed to
have been given as of the sending time recorded at time of transmission.



(f) Methods of Notice. It shall not be
necessary that the same method of giving notice be employed in respect of all Directors,
but one permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.



(g) Failure to Receive Notice. The
period or limitation of time within which any stockholder may exercise any option or
right, or enjoy any privilege or benefit, or be required to act, or within which any
Director may exercise any power or right, or enjoy any privilege, pursuant to any notice
sent him in the manner above provided, shall not be affected or extended in any manner by
the failure of such stockholder or such Director to receive such notice.



(h) Notice to Person with Whom
Communication Is Unlawful. Whenever notice is required to be given, under any
provision of law or of the Certificate of Incorporation or By-Laws of the corporation, to
any person with whom communication is unlawful, the giving of such notice to such person
shall not be required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or meeting
which shall be taken or held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had been duly given. In
the event that the action taken by the corporation is such as to require the filing of a
certificate under any provision of the Delaware General Corporation Law, the certificate
shall state, if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication is
unlawful.



(i) Notice to Person with Undeliverable
Address.Whenever notice is required to be given, under any provision of law or the
Certificate of Incorporation or By-Laws of the corporation, to any stockholder to whom
(i) notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the period
between such two consecutive annual meetings, or (ii) all, and at least two, payments
(if sent by first class mail) of dividends or interest on securities during a twelve month
period, have been mailed addressed to such person at his address as shown on the records
of the Corporation and have been returned undeliverable, the giving of such notice to such
person shall not be required. Any action or meeting which shall be taken or held without
notice to such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice setting forth
his then current address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the corporation is such as to require
the filing of a certificate under any provision of the Delaware General Corporation Law,
the certificate need not state that notice was not given to persons to whom notice was not
required to be given pursuant to this paragraph.



ARTICLE XIII
AMENDMENTS

Section 45. Amendments.Except as
otherwise set forth in paragraph (i) of Section 43 of these By-Laws, the Bylaws may be
altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of
the Voting Stock. The Board of Directors shall also have the power to adopt, amend or
repeal Bylaws.



ARTICLE XIV
LOANS TO OFFICERS

Section 46. Loans to
Officers. The
corporation may lend money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the corporation or of its subsidiaries, including any officer
or employee who is a Director of the corporation or its subsidiaries, whenever, in the
judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance may be with
or without interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of stock of the
corporation. Nothing in this Section 46 shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of the corporation at common law or under any statute.



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|ARTICLE I  OFFICES                                                                                   |  | 1 
|---------------------------------------------------------------------------------------------------- |  | --
|Section 1  Registered Office.                                                                        |  | 1 
|Section 2  Other Offices.                                                                            |  | 1 
|ARTICLE II  CORPORATE SEAL                                                                           |  | 1 
|Section 3  Corporate Seal.                                                                           |  | 1 
|ARTICLE III  STOCKHOLDERS MEETINGS                                                                  |  | 1 
|Section 4  Place of Meetings.                                                                        |  | 1 
|Section 5  Annual Meeting.                                                                           |  | 1 
|Section 6  Special Meetings.                                                                         |  | 3 
|Section 7  Notice of Meetings.                                                                       |  | 4 
|Section 8  Quorum.                                                                                   |  | 4 
|Section 8a.  Vote Required.                                                                          |  | 4 
|Section 9  Adjournment and Notice of Adjourned Meetings.                                             |  | 5 
|Section 10  Voting Rights.                                                                           |  | 5 
|Section 11  Beneficial Owners of Stock.                                                              |  | 5 
|Section 12  List of Stockholders.                                                                    |  | 6 
|Section 13  Action without Meeting.                                                                  |  | 6 
|Section 14  Organization.                                                                            |  | 7 
|ARTICLE IV  DIRECTORS                                                                                |  | 7 
|Section 15  Number and Term of Office.                                                               |  | 7 
|Section 16  Powers.                                                                                  |  | 8 
|Section 17  Classes of Directors.                                                                    |  | 8 
|Section 18  Vacancies.                                                                               |  | 8 
|Section 19  Resignation.                                                                             |  | 8 
|Section 20  Removal.                                                                                 |  | 9 
|Section 21  Meetings.                                                                                |  | 9 
|(a) Annual Meetings.                                                                                 |  | 9 
|(b) Regular Meetings.                                                                                |  | 9 
|(c) Special Meetings.                                                                                |  | 9 
|(d) Telephone Meetings.                                                                              |  | 9 
|(e) Notice of Meetings.                                                                              |  | 9 
|(f) Waiver of Notice.                                                                                |  | 9 
|Section 22 Quorum and Voting.                                                                        |  | 10
|Section 23 Action without Meeting.                                                                   |  | 10
|Section 24 Fees and Compensation.                                                                    |  | 10
|Section 25 Committees.                                                                               |  | 10
|(a) Executive Committee.                                                                             |  | 10
|(b) Other Committees.                                                                                |  | 11
|(c) Term.                                                                                            |  | 11
|(d) Meetings.                                                                                        |  | 11
|Section 26  Organization.                                                                            |  | 12
|ARTICLE V  OFFICERS                                                                                  |  | 12
|Section 27  Officers Designated.                                                                     |  | 12
|Section 28 Tenure and Duties of Officers.                                                            |  | 12
|(a) General.                                                                                         |  | 12
|(b) Duties of Chairman of the Board of Directors.                                                    |  | 12
|(c) Duties of President.                                                                             |  | 12
|(d) Duties of Vice Presidents.                                                                       |  | 13
|(e) Duties of Secretary.                                                                             |  | 13
|(f) Duties of Chief Financial Officer or Treasurer.                                                  |  | 13
|Section 29  Delegation of Authority.                                                                 |  | 13
|Section 30  Resignations.                                                                            |  | 13
|Section 31  Removal.                                                                                 |  | 14
|ARTICLE VI  EXECUTION OF CORPORATE INSTRUMENTS AND
    VOTING OF SECURITIES OWNED BY THE CORPORATION |  | 14
|Section 32  Execution of Corporate Instruments.                                                      |  | 14
|Section 33  Voting of Securities Owned by the
    Corporation.                                       |  | 14
|ARTICLE VII  SHARES OF STOCK                                                                         |  | 15
|Section 34  Form and Execution of Certificates.                                                      |  | 15
|Section 35  Lost Certificates.                                                                       |  | 15
|Section 36  Transfers.                                                                               |  | 15
|Section 37  Fixing Record Dates.                                                                     |  | 15
|Section 38  Registered Stockholders.                                                                 |  | 16
|ARTICLE VIII  OTHER SECURITIES OF THE CORPORATION                                                    |  | 17
|Section 39  Execution of Other Securities.                                                           |  | 17
|ARTICLE IX  DIVIDENDS                                                                                |  | 17
|Section 40  Declaration of Dividends.                                                                |  | 17
|Section 41  Dividend Reserve.                                                                        |  | 17
|ARTICLE X  FISCAL YEAR                                                                               |  | 18
|Section 42  Fiscal Year.                                                                             |  | 18
|ARTICLE XI  INDEMNIFICATION                                                                          |  | 18
|Section 43  Indemnification of Directors, Officers,
    Employees and Other Agents.                  |  | 18
|(a) Directors.                                                                                       |  | 18
|(b) Officers, Employees and Other Agents.                                                            |  | 18
|(c) Good Faith.                                                                                      |  | 18
|(d) Expenses.                                                                                        |  | 19
|(e) Enforcement.                                                                                     |  | 19
|(f) Non Exclusivity of Rights.                                                                       |  | 19
|(g) Survival of Rights.                                                                              |  | 20
|(h) Insurance.                                                                                       |  | 20
|(i) Amendments.                                                                                      |  | 20
|(j) Saving Clause.                                                                                   |  | 20
|(k) Certain Definitions.                                                                             |  | 20