Exhibit 3.2

SECOND
AMENDED AND RESTATED
BYLAWS
OF
SMURFIT-STONE CONTAINER CORPORATION
(hereinafter called the "Corporation")

ARTICLE 1

OFFICES

SECTION 1.01.Registered Office.The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.

SECTION 1.02.Other Offices.The Corporation 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.

ARTICLE 2

MEETING OF STOCKHOLDERS

SECTION 2.01.Place of Meetings.Subject to Section 2.03 hereof, meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.02.Annual Meetings.The annual meeting of stockholders shall be held on such date and at such
time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect directors by a plurality vote, and
transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 2.03.Special Meetings.Unless otherwise prescribed by applicable law, rule or regulation or by
the Restated Certificate of Incorporation as it may be amended from time to time (the"Certificate of Incorporation"), special meetings of stockholders
("Special Meetings") may be called by any of (i) the Chairman of the Board of Directors (the "Chairman"), (ii) the President and Chief Executive
Officer (the"CEO"), (iii) any Vice
President, or (iv) the Secretary, and shall be called by such officer, only at the request in writing (delivered to such officer at the executive offices of the Corporation) of (x) a
majority of the entire Board of Directors pursuant to a resolution adopted thereby (which resolution shall constitute the aforementioned written request) or (y) the holders of at least 25% of
the voting power of the capital stock of the Corporation issued and outstanding and entitled to vote, in either case, as promptly as practicable following such request. Such request shall state the

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purpose
or purposes of the meeting and the place, date and hour of the meeting. The Corporation shall provide written notice of a Special Meeting, stating the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called (as set forth in the written request), 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.

In
the event a Special Meeting is called for the purpose of electing one or more directors, any stockholder may nominate a person or persons (as the case may be) for election to such
positions as are specified in the Corporation's notice of the Special Meeting. In order for a stockholder to make a nomination, such stockholder must provide timely notice thereof in proper written
form to the Secretary of the Corporation. To be timely, a stockholder's notice to the Secretary must be delivered to or received at the principal executive offices of the
Corporation not later than the close of business on the tenth (10th) day following the day on which the notice of the date of the Special Meeting was mailed or public disclosure of the date of the
Special Meeting was first made, whichever first occurs. To be in proper written form, the stockholder's notice must set forth, as to each person whom the stockholder proposes to nominate for election
as a director, the name, age, business address and residence address of the person.

No
business shall be conducted at a Special Meeting except as described in the notice of the Special Meeting,providedthat, once business
has been properly brought before a Special Meeting, nothing in this Section 2.03 shall be deemed to preclude discussion by any stockholder of any such business. If the officer presiding at a
Special Meeting determines that business was not properly brought before the Special Meeting in accordance with the foregoing procedures, such officer shall declare to the meeting that the business
was not properly brought before the meeting and such business shall not be transacted.

SECTION 2.04.Quorum.Except as otherwise provided by law or by the Certificate of Incorporation, the
holders of a majority of the capital stock of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. 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 (satisfying the requirements of the notice
described in Section 2.03 above) shall be given to each stockholder entitled to vote at the meeting.

SECTION 2.05.Voting.Unless otherwise required by applicable law, rule or regulation or the Certificate
of Incorporation or these Second Amended and Restated Bylaws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the voting power of
the capital stock of the Corporation represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the
capital stock entitled to vote thereat held by such stockholder or such other vote as is set forth in the Certificate of Incorporation. Such votes may

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be
cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the
officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot, providedthat all elections
of directors shall be by written ballot.

SECTION 2.06.List of Stockholders Entitled to Vote.The officer of the Corporation who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. 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 of stockholders, either at a place within the
city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the
meeting of stockholders during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

SECTION 2.07.Stock Ledger.The stock ledger of the Corporation shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list required by Section 2.06 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 2.08.Nomination of Directors at Annual Meetings.Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the Corporation at an annual meeting, except as may be otherwise provided in the Certificate of Incorporation with respect
to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders (a) by or at the direction of the Board of Directors (or any duly authorized committee of the Board of Directors) or (b) by
any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.08 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.08.

In
addition to any other applicable requirements, for a nomination to be made by a stockholder at an annual meeting, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided,however, that in the event that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was first made, whichever first occurs.

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To
be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares
of capital stock of the Corporation which are owned of record or beneficially owned (such term is defined below) by the person and (iv) any other information relating to the person that would
be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended from time to time (the"Exchange Act"), and the rules and regulations promulgated thereunder, and
(b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person
or persons (including their names) pursuant to which the nominations) are to be made by such stockholder, to the extent such information would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. For purposes of these Bylaws,"Beneficially
owns"(or any similar phrase) shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, in effect from time to time. An
entity shall not be deemed to beneficially own securities held in a pension trust or non-profit foundation or trust controlled by such entity.

No
person shall be eligible for election as a director of the Corporation at an annual meeting unless nominated in accordance with the procedures set forth in this Section 2.08.
If the officer presiding at an annual meeting of stockholders determines that a nomination was not made in accordance with the foregoing procedures, such officer shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded. Nothing in this Section 2.08 shall affect the rights of stockholders to remove and replace directors, or otherwise
nominate and elect directors, at a Special Meeting duly called for such purpose.

SECTION 2.09.Business at Annual Meetings.No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly
authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or
(c) otherwise properly brought before the annual meeting by any stockholder of the Corporation who (i) is a stockholder of record on the date of the giving of the notice provided for in
this Section 2.09 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) complies with the notice procedures set forth in this
Section 2.09.

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In
addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation. To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided,however, that in the event that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was first made, whichever first occurs. To be in proper written
form, a stockholder's notice to the Secretary must set forth as to each matter such 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 record address of such stockholder, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business
and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

No
business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this
Section 2.09;provided,however, that once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 2.09 shall be deemed to preclude discussion by any stockholder of any such business. If the officer presiding at an annual
meeting of stockholders determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, such officer shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

ARTICLE 3

DIRECTORS

SECTION 3.01.Number and Election of Directors.The Board of Directors shall consist of not less than
three (3) nor more than fifteen (15) members, the exact number of which shall initially upon the adoption of these Second Amended and Restated Bylaws be ten (10) and, subject to
the Certificate of Incorporation, shall be fixed thereafter from time to time by resolution of the Board of Directors adopted in accordance with Section 3.05 hereof. The composition of the
Board of Directors shall comply with the independence requirements of the laws, rules and regulations applicable to the Corporation, including the federal securities laws and the Sarbanes-Oxley Act,
the rules of the Securities and Exchange Commission (the "SEC") and the requirements of the NASDAQ Stock Market, Inc. ("NASDAQ") or such other applicable securities exchange. Except as provided
in Section 3.02, directors shall be elected by a plurality of the votes cast at annual meetings of stockholders, or at a Special Meeting duly called for such purpose, and each director so
elected shall hold office until the next annual meeting of

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stockholders
and until his or her successor is duly elected and qualified, or until his or her earlier death or incapacity, resignation, retirement, disqualification or removal from office. Any
director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

SECTION 3.02.Vacancies.Subject to the terms of any one or more classes or series of preferred stock of
the Corporation, newly created directorships resulting from any increase in the number of directors and any vacancies in the Board of Directors resulting from death or incapacity, resignation,
retirement, disqualification or removal from office may be filled only by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining
director, or by stockholders at a Special Meeting duly called for such purpose, and directors so elected shall hold office until the next annual meeting of stockholders and until their successors are
duly elected and qualified, or until their earlier death or incapacity, resignation, retirement, disqualification or removal from office.

SECTION 3.03.Duties and Powers.The business of the Corporation shall be managed by or under the
direction of the Board of Directors which, directly or through one or more committees thereof as provided herein, may exercise all such powers of the Corporation and do all such lawful acts and things
as are not by statute or by the
Certificate of Incorporation or by these Second Amended and Restated Bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.04.Meetings.The Board of Directors may hold meetings, both regular and special, either within
or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman, the CEO, or any director. Notice thereof stating the place, date and hour of the meeting and the matters to be acted on at
such meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting (and, if such notice is given by mail within seven
(7) days prior to the date of the meeting, concurrently by telephone, telegram, facsimile, electronic mail, telex or cable), by telephone, telegram, facsimile, telex or cable on
twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

SECTION 3.05.Quorum; Actions by Board.Except as may be otherwise specifically provided by applicable
law, the Certificate of Incorporation or these Second Amended and Restated Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for
the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.06.Action by Written Consent.Unless otherwise provided by the Certificate of Incorporation or
these Second Amended and Restated Bylaws, 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 the
members of the Board of Directors or any committee

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thereof,
as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

SECTION 3.07.Meetings by Means of Conference Telephone.Unless otherwise provided by the Certificate of
Incorporation or these Second Amended and Restated Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by
means of 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 pursuant to this
Section 3.07 shall constitute presence in person at such meeting.

SECTION 3.08.Independent Director Meetings.Those members of the Board of Directors who are
"independent" under the rules of NASDAQ (herein"Independent Directors") shall hold periodic meetings. Immediately following the first meeting of the
Board of Directors at which these Second Amended and Restated Bylaws are adopted, provided, there are a majority of the Independent Directors present in person or participating by telephone the
Independent Directors shall hold a meeting and elect, by a majority vote of the Independent Directors present in person or by telephone, a director to act as the lead independent director ("Lead
Independent Director.") The Lead Independent Director shall preside at all meetings of the Independent Directors. Meetings of the Independent Directors may be called by the Lead Independent Director
on his own or at the request of another Independent Director. The meetings may beheld in person or by telephone at such time and place as determined by the Lead Independent Director. The notice
requirements set forth in Section 3.04 shall apply to such meetings, unless waived. The Lead Independent Director shall be elected annually immediately following the Board of Directors meeting
held in conjunction with the annual stockholders meeting, and shall serve until his successor is duly elected and qualified, or until his earlier death or incapacity, resignation, retirement,
disqualification or removal from office.

SECTION 3.09.Committees.The Board of Directors may, by resolution, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation. Except as otherwise provided in these Second Amended and Restated Bylaws, any committee, to the extent allowed by
applicable law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and
affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

SECTION 3.10.Compensation.The directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum in the form of cash or equity securities of the Corporation, for attendance at each meeting of the Board of Directors and/or a stated
salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.

SECTION 3.11.Interested Directors.No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its

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directors
or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if (i) the
material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
or (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the
Board of Directors or of a committee which authorizes the contract or transaction.

SECTION 3.12.Compensation Committee.There is hereby established a Compensation Committee. The
Compensation Committee shall consist of such number of directors as from time to time shall be designated by the Board of Directors, who shall serve on such committee for the term for which each
member is designated or until such member's successor is duly elected and qualified, or until such member's earlier death or incapacity, resignation, retirement, disqualification or removal from
office. The composition of the Compensation Committee
shall comply with the independence requirements of NASDAQ or such other applicable securities exchange and, provided further, no member of the Compensation Committee shall be an officer or an employee
of the Corporation or of any subsidiary of the Corporation. The Compensation Committee shall have the powers and authority set forth in the written Charter of the Compensation Committee approved and
adopted by the Board of Directors.

SECTION 3.13.Nominating & Governance Committee.There is hereby established a Nominating and
Governance Committee. The Nominating & Governance Committee shall consist of such number of directors as from time to time shall be designated by the Board of Directors, who shall serve on such
committee for the term for which such member is designated or until such member's successor is duly elected and qualified, or until such members earlier death or incapacity, resignation, retirement,
disqualification or removal from office. The composition of the Nominating & Governance Committee shall comply with the independence requirements of NASDAQ or such other applicable securities
exchange. The Nominating & Governance Committee shall have the powers and authority set forth in the written Charter of the Nominating & Governance Committee approved and adopted by the
Board of Directors

SECTION 3.14.Audit Committee.There is hereby established an Audit Committee of the Board of Directors.
The Audit Committee shall consist of directors who shall serve on such committee for the term for which each member is designated or until such member's death or incapacity, resignation, retirement,
disqualification or removal from office. The Audit Committee shall be comprised of not less than three (3) directors each of whom shall meet the independence, experience and any other
requirements of the laws, rules and regulations

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applicable
to the Corporation, including the federal securities laws and the Sarbanes-Oxley Act, the rules of the SEC, and the requirements of NASDAQ or such other applicable securities exchange. The
Audit Committee shall have the powers and authority set forth in the written charter of the Audit Committee approved and adopted by the Board of Directors.

SECTION 3.15.Removal of Directors.The Board of Directors shall not request that a Special Meeting be
called, at which meeting the removal of a director from office is to be voted on, unless the Board of Directors has first determined, by the affirmative vote of at least 75% of the members of the
entire Board of Directors, that there exists Cause (as defined below) to remove such director from the Board of Directors. For purposes of this Section 3.15, "Cause"means an officer's or
director's (i) willful and continued failure to substantially perform his or her duties to the Corporation in
accordance with his or her established position at the Corporation, (ii) willful conduct which is significantly injurious to the Corporation, monetarily or otherwise or (iii) conviction
for, or guilty plea to, a felony.

ARTICLE 4

OFFICERS

SECTION 4.01.General.The officers of the Corporation shall be chosen by the Board of Directors and
there shall be a Chairman (who must be a director), a CEO, a Chief Financial Officer (the"CFO"), a Secretary and a Treasurer. The Board of Directors in
its discretion may also choose one or more Vice Presidents, Assistant Secretaries/Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise
prohibited by applicable law, rule or regulation, the Certificate of Incorporation or these Second Amended and Restated Bylaws. The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman, need such officers be directors of the Corporation.

SECTION 4.02.Election.The Board of Directors at its meeting held after each annual meeting of
stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by
the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier death or incapacity, resignation, retirement,
disqualification or removal from office. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors present at any meeting of the
Board of Directors at which there is a quorum. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The compensation of all officers of the Corporation
shall be determined as set forth in Section 3.12 hereof.

SECTION 4.03.Voting Securities Owned by the Corporation.Subject to the control of the Board of
Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the
Corporation by the CEO, the EVP, the CFO or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting

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of
security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of
such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

SECTION 4.04.Chairman of the Board of Directors.The Chairman shall serve as the chairman of the Board
of Directors and shall be a member of the Board of Directors. The Chairman shall preside at all meetings of the stockholders and of the Board of Directors at which the Chairman is present. Subject to
the control of the Board of Directors, the Chairman, together with the CEO, shall have general supervisory responsibilities with respect to the business affairs and officers of the Corporation. The
Chairman shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Second Amended and Restated Bylaws or by the Board of
Directors.

SECTION 4.05.Chief Executive Officer.Subject to the control of the Board of Directors, the CEO,
together with the Chairman, shall have general supervisory responsibilities with respect to the business affairs and officers of the Corporation. The CEO shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by applicable law, rule or regulation to be otherwise signed and
executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Second Amended and Restated Bylaws, the Board of Directors or the CEO. In the
absence or disability of the Chairman, the CEO shall preside at all meetings of the stockholders and of the Board of Directors. The CEO shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him or her by these Second Amended and Restated Bylaws or by the Board of Directors.

SECTION 4.06.Chief Financial Officer.The CFO shall exercise general supervision over the finances of
the Corporation and shall supervise and be responsible for all matters pertaining to the raising of debt and equity capital and cash management functions of the Corporation. The CFO shall render
periodically such balance sheets and other financial statements or reports relating to the business of the Corporation as may be required by the Board of Directors, the Chairman, the CEO or any other
authorized officer of the Corporation. The CFO shall be a Vice President and shall report to the CEO.

SECTION 4.07.Vice Presidents.At the request of the CEO or in the absence of the CEO or in the event of
the inability or refusal of the CEO to act, the Vice President or the Vice Presidents if there is more than one (first the EVP, second the CFO and then in the order designated by the Board of
Directors) shall perform the duties of the CEO, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO. Each Vice President shall perform such other
duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Vice President, the Board of Directors shall designate the officer of the Corporation who,
in the absence of the CEO or in the event of the inability or refusal of the CEO to act, shall perform the duties of the CEO, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the CEO.

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SECTION 4.08.Secretary.The Secretary shall attend all meetings of the Board of Directors and all
meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and, shall perform such other duties
as may be prescribed by the Board of Directors or the CEO, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of
the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary then, either the Board of Directors or the CEO may choose another officer to cause such notice
to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and
records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 4.09.Treasurer.The Treasurer shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the CEO and the Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the
Corporation, in case of his or her death or incapacity, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in
his or her possession or under his or her control belonging to the Corporation.

SECTION 4.10.Assistant Secretaries.Except as may be otherwise provided in these Second Amended and
Restated Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the CEO, any Vice
President, if there be one, or the Secretary and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

SECTION 4.11.Assistant Treasurers.Assistant Treasurers, if there be any, shall perform such duties and
have such powers as from time to time may be assigned to them by the Board of Directors, the CEO, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.
If required by the Board of Directors, an Assistant Treasurer

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shall
give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and
for the restoration to the Corporation, in case of his or her death or incapacity, resignation, retirement, disqualification or removal from office, of all books, papers; vouchers, money and other
property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

SECTION 4.12.Other Officers.Such other officers as the Board of Directors may choose shall perform such
duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such
other officers and to prescribe their respective duties and powers.

ARTICLE 5

STOCK

SECTION 5.01.Forms of Certificates.Every holder of stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i) by the Chairman, the CEO or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

SECTION 5.02.Signatures.Any or all of the signatures on a certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

SECTION 5.03.Lost Certificates.The Board of Directors may direct a new certificate to be issued in
place of any certificate 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. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his or her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a
bond in such 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 5.04.Transfers.Stock of the Corporation shall be transferable in the manner prescribed by
applicable law, rule or regulation and in these Second Amended and Restated Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by
his or her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

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SECTION 5.05.Record Date.In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix 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) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting;provided,however, that the Board of Directors may fix a
new record date for the adjourned meeting.

SECTION 5.06.Beneficial Owners.The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares of capital stock to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as
the owner of shares, 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 law.

ARTICLE 6

NOTICES

SECTION 6.01.Notices.Whenever written notice is required by applicable law, rule or regulation, the
Certificate of Incorporation or these Second Amended and Restated Bylaws to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such
director, member of a committee or stockholder, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail: Written notice may also be given personally or by telegram, facsimile, telex or cable.

SECTION 6.02.Waivers of Notice.Whenever any notice is required by applicable law, rule or regulation,
the Certificate of Incorporation or these Second Amended and Restated Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE 7

GENERAL PROVISIONS

SECTION 7.01.Dividends.Dividends upon the capital stock of the Corporation, if any, may, subject to the
provisions of the Certificate of Incorporation, be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of capital stock. 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 its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or

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for
equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

SECTION 7.02.Disbursements.All checks or demands for money and notes of the Corporation shall be signed
by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 7.03.Fiscal Year.The fiscal year of the Corporation shall be fixed by resolution of the Board
of Directors.

SECTION 7.04.Corporate Seal.The corporate seal shall have inscribed thereon the name of the
Corporation, and may have inscribed thereon the year of its organization and the words"Corporate Seal, Delaware". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE 8

INDEMNIFICATION

SECTION 8.01.Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the
Corporation.Subject to Section 8.03 hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact
that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, trustee,
administrator, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts (including attorneys' fees paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

SECTION 8.02.Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
Corporation.Subject to Section 8.03 hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the
Corporation, or is
or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, trustee, administrator, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against expenses (including

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attorneys'
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such excuses which the Court of Chancery or
such other court shall deem proper.

SECTION 8.03.Authorization of Indemnification.Any indemnification under this Article 8 (unless
ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Section 8.01 or Section 8.02 hereof, as the case may be. Such determination shall be made with respect to a person who is a
director or officer at the time of such determination, (i) by the Board of Directors by a majority vote of the directors who were not parties to such action, suit or proceeding (the "Uninvolved Directors") even though less than a quorum, or (ii) by a committee of such Uninvolved Directors designated by majority vote of the
Uninvolved Directors, even though less than a quorum, or (iii) if there are no Uninvolved Directors, or if the Uninvolved Directors so direct, by independent legal counsel in a written opinion,
or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in
connection therewith, without the necessity of authorization in the specific case.

SECTION 8.04.Good Faith Defined.For purposes of any determination under Section 8.03 hereof, a
person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Corporation or another
enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected
with reasonable care by the Corporation or another enterprise. The term"another enterprise"as used in this Section 8.04 shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer,
trustee, administrator, employee or agent. The provisions of this Section 8.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to
have met the applicable standard of conduct set forth in Section 8.01 or 8.02 hereof, as the case may be.

SECTION 8.05.Indemnification by a Court.Notwithstanding any contrary determination in the specific case
under Section 8.03 hereof, and notwithstanding the absence of

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any
determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under
Sections 8.01 and 8.02 hereof. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances
because he has met the applicable standards of conduct set forth in Section 8.01 or 8.02 hereof, as the case may be. Neither a contrary determination in the specific case under
Section 8.03 hereof nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not
met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.05 shall be given to the Corporation promptly upon the filing of such
application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

SECTION 8.06.Expenses Payable in Advance.Expenses (including, without limitation, attorneys' fees)
actually and reasonably incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Corporation as authorized in this Article 8.

SECTION 8.07.Nonexclusivity of Indemnification and Advancement of Expenses.The indemnification and
advancement of expenses provided by or granted pursuant to this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may
be entitled under any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise,
both as to action in such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of, and advances of
expenses to, the persons specified in Section 8.01 and 8.02 hereof shall be made to the fullest extent permitted by law. The provisions of this Article 8 shall not be deemed to preclude
the indemnification of, and advancement of expenses to, any person who is not specified in Sections 8.01 or 8.02 of this Article 8 but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the State of Delaware (the"GCL"), or otherwise.

SECTION 8.08.Insurance.The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director or officer of the Corporation or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, trustee, administrator,
employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the
provisions of this Article 8.

SECTION 8.09.Certain Definitions.For purposes of this Article 8, references to "the Corporation"shall include, in addition to
the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its

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separate
existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or
is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, trustee, administrator, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article 8 with respect to the resulting
or surviving corporation as such person would have had with respect to such constituent corporation if its separate existence had continued. For purposes of this Article 8, 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, trustee, administrator, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer
with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article 8.

SECTION 8.10.Survival of Indemnification and Advancement of Expenses.The indemnification and
advancement of expenses obligations set forth in this Article 8 shall inure to the benefit of the heirs, executors, administrators and personal representatives of those persons entitled thereto
and shall be binding upon any successor to the Corporation to the fullest extent permitted by law. Neither any amendment or repeal of the provisions of this Article 8 nor adoption of any
provision of the Certificate of Incorporation or of these Second Amended and Restated Bylaws which is inconsistent with the provisions of this Article 8 shall adversely affect any right or
protection of a person existing at the time of such amendment, repeal or adoption with respect to actions, suits or proceedings relating to acts or omissions of such person occurring prior to such
amendment, repeal or adoption.

SECTION 8.11.Limitation on Indemnification.Notwithstanding anything contained in this Article 8
to the contrary, except for proceedings to enforce rights to indemnification and rights to advancement of expenses (which shall be governed by Section 8.06 hereof), the Corporation shall not be
obligated to indemnify, or advance expenses to, any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors.

SECTION 8.12.Indemnification of Employees and Agents.The Corporation may, to the extent authorized from
time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this
Article 8 to directors and officers of the Corporation.

ARTICLE 9

AMENDMENTS

SECTION 9.01.
These Second Amended and Restated Bylaws may not be altered, amended or repealed, in whole or in part, nor may new Bylaws be adopted, except by a majority of the
members of the entire Board of Directors or by the affirmative vote of stockholders as

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required
by the Certificate of Incorporation, these Second Amended and Restated Bylaws and the GCL;provided, that notice of such alteration, amendment,
repeal or adoption of new Bylaws be contained in the notice of such meeting of stockholders or Board of Directors, as the case may be.

SECTION 9.02.Entire Board of Directors.As used in these Second Amended and Restated Bylaws generally,
the term"entire Board of Directors"means the total number of directors which the Corporation would have if there were no vacancies.

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