**Exhibit3.2**

**AMENDED AND RESTATED BY-LAWSOFPHYSICIANS FORMULA HOLDINGS, INC.**

*ADelaware corporation*(Adopted as of November 8, 2006)

# ARTICLEIOFFICES

## Section 1.               Registered Office.  Theregistered office of Physicians Formula Holdings, Inc. (the “Corporation”)in the State of Delaware shall be located at 1209 Orange Street, in theCity of Wilmington, County of New Castle, 19801.  The name of the Corporation’sregistered agent at such address shall be The Corporation Trust Company.  The registered office and/or registered agentof the Corporation may be changed from time to time by action of the Board ofDirectors of the Corporation (the “Board of Directors”).

## Section 2.               Other Offices.  The Corporation may have an office or officesother than said registered office at such place or places, either within oroutside the State of Delaware, as the Board of Directors shall from time totime determine or the business of the Corporation may require.

# ARTICLEIIMEETINGS OF STOCKHOLDERS

## Section 1.               Place of Meetings.  The Board of Directors may designate anyplace, either within or outside the State of Delaware, as the place of meetingfor any annual meeting or for any special meeting.

## Section 2.               Annual Meeting.  An annual meeting of the stockholders shallbe held each year at such time as is specified by the Board of Directors.  At the annual meeting, stockholders shallelect directors and transact such other business as properly may be broughtbefore the annual meeting pursuant to Section 12 of ARTICLE IIhereof.

## Section 3.               Special Meetings.  Special meetings of the stockholders may onlybe called in the manner provided in the Corporation’s certificate ofincorporation as then in effect (the “Certificate of Incorporation”).

## Section 4.               Notice of Meetings.  Except as otherwise expressly required bystatute, whenever stockholders are required or permitted to take action at ameeting, written notice of each annual and special meeting of stockholdersstating the date, time and place of the meeting, and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called, 

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## shall be given to each stockholder of record entitled to vote thereatnot less than 10 nor more than 60 days before the date of the meeting.  Business transacted at any special meeting ofstockholders shall be limited to the purposes stated in the notice.  Notice shall be given personally or by mailand, if by mail, shall be sent in a postage prepaid envelope, addressed to thestockholder at his, her or its address as the same appears on the records ofthe Corporation.  Notice by mail shall bedeemed given at the time when the same shall be deposited in the United Statesmail, postage prepaid.  Notice of any meetingshall not be required to be given to any person who attends such meeting,except when such person attends the meeting in person or by proxy for theexpress purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened, or who, either before or after the meeting, shall submit a signedwritten waiver of notice, in person or by proxy.  Neither the business to be transacted at, northe purpose of, an annual or special meeting of stockholders need be specified inany written waiver of notice.

## Section 5.               List of Stockholders.  The officer who has charge of the stockledger of the Corporation shall prepare and make, at least 10 days before eachmeeting of stockholders, a complete list of the stockholders entitled to voteat the meeting, arranged in alphabetical order, showing the address of and thenumber of shares registered in the name of each stockholder.  Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting for a period of atleast 10 days prior to the meeting:  (a)on a reasonably accessible electronic network, provided that the informationrequired to gain access to such list is provided with the notice of themeeting, or (b) during ordinary business hours, either at a place within thecity where the meeting is to be held, which place shall be specified in thenotice of the meeting or, if not so specified, at the place where the meetingis to be held.  The list shall also beproduced and kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present.

## Section 6.               Quorum.  The holders of a majority of the outstandingshares of capital stock entitled to vote, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders, except asotherwise provided by the General Corporation Law of the State of Delaware orby the Certificate of Incorporation.  Ifa quorum is not present, the holders of a majority of the shares present inperson or represented by proxy at the meeting and entitled to vote at themeeting may adjourn the meeting to another time and/or place.  When a specified item of business requires avote by a class or series (if the Corporation shall then have outstandingshares of more than one class or series) voting as a class or series, theholders of a majority of the shares of such class or series shall constitute aquorum (as to such class or series) for the transaction of such item ofbusiness.

## Section 7.               Adjourned Meetings.  When a meeting is adjourned to another timeand place, notice need not be given of the adjourned meeting if the time andplace thereof are announced at the meeting at which the adjournment istaken.  At the adjourned meeting theCorporation may transact any business which might have been transacted at theoriginal meeting.  If the adjournment isfor more than 30 days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting.

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## Section 8.               Vote Required.  When a quorum is present, the affirmativevote of the majority of shares present in person or represented by proxy at themeeting and entitled to vote on the subject matter shall be the act of thestockholders, unless  by express provisions of an applicable law or of theCertificate of Incorporation a different vote is required, in which case suchexpress provision shall govern and control the decision of such question.

## Section 9.               Voting Rights.  Except as otherwise provided by the GeneralCorporation Law of the State of Delaware, the Certificate of Incorporation, thecertificate of designation relating to any outstanding class or series ofpreferred stock or these By-laws, every stockholder shall at everymeeting of the stockholders be entitled to one vote in person or by proxy foreach share of capital stock held by such stockholder.

## Section 10.             Proxies.  Each stockholder entitled to vote at ameeting of stockholders may authorize another person or persons to act for himor her by proxy, but no such proxy shall be voted or acted upon after threeyears from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable ifit states that it is irrevocable and if, and only as long as, it is coupledwith an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless ofwhether the interest with which it is coupled is an interest in the stockitself or an interest in the Corporation generally.  Any proxy is suspended when the personexecuting the proxy is present at a meeting of stockholders and elects to vote,except that when such proxy is coupled with an interest and the fact of theinterest appears on the face of the proxy, the agent named in the proxy shallhave all voting and other rights referred to in the proxy, notwithstanding thepresence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences,all proxies filed at or before the meeting shall be submitted to and examinedby the secretary or a person designated by the secretary, and no shares may berepresented or voted under a proxy that has been found to be invalid orirregular.

## Section 11.             Advance Notice Provisions forElection of Directors.

### (a)           Onlypersons who are nominated in accordance with the procedures set forth in theseBy-laws shall be eligible to serve as directors.  Nominations of persons for election to theBoard of Directors of the Corporation may be made at a meeting of stockholders(i) by or at the direction of the Board of Directors (or any duly authorizedcommittee thereof) or (ii) by any stockholder of the Corporation who was astockholder of record at the time of giving of notice provided for in this By-law,who is entitled to vote generally in the election of directors at the meetingand who shall have complied with the notice procedures set forth below inSection 11(b).

### (b)           Inorder for a stockholder to nominate a person for election to the Board ofDirectors of the Corporation at a meeting of stockholders, such stockholdershall have delivered timely notice of such stockholder’s intent to make suchnomination in writing to the secretary of the Corporation.  To be timely, a stockholder’s notice to thesecretary must be delivered to or mailed and received at the principalexecutive offices of the Corporation (i) in the case of an annual meeting, notless than 90 nor more than 120 days prior to the date of the first anniversaryof the previous year’s annual meeting; provided, however, that inthe event the annual meeting is 

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### scheduled to be held on a date more than 30 days prior to or delayed bymore than 60 days after such anniversary date, notice by the stockholder inorder to be timely must be so received not later than the close of business onthe 10th day following the earlier of the day on which notice of the date ofthe meeting was mailed or public disclosure of the meeting was made and (ii) inthe case of a special meeting at which directors are to be elected, not laterthan the close of business on the 10th day following the earlier of the day onwhich notice of the date of the meeting was mailed or public disclosure of themeeting was made.  To be in proper form,a stockholder’s notice shall set forth (i) as to each person whom thestockholder proposes to nominate for election as a director at such meeting (A)the name, age, business address and residence address of the person, (B) theprincipal occupation or employment of the person, (C) the class or series andnumber of shares of capital stock of the Corporation which are ownedbeneficially or of record by the person and (D) any other information relatingto the person that would be required to be disclosed in a proxy statement orother filings required to be made in connection with solicitations of proxiesfor election of directors pursuant to Regulation 14A under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”); and (ii) as tothe stockholder giving the notice (A) the name and record address of suchstockholder, (B) the class or series and number of shares of capital stock ofthe Corporation which are owned beneficially or of record by such stockholder,(C) a description of all arrangements or understandings between such stockholderand each proposed nominee and any other person or persons (including theirnames) pursuant to which the nomination(s) are to be made by such stockholder,(D) a representation that such stockholder intends to appear in person or byproxy at the meeting to nominate the persons named in its notice and (E) anyother information relating to such stockholder that would be required to bedisclosed in a proxy statement or other filings required to be made inconnection with solicitations of proxies for election of directors pursuant toRegulation 14A under the Exchange Act. Such notice must be accompanied by a written consent of each proposednominee to being named as a nominee and to serve as a director if elected.  For purposes of this section, “public disclosure”shall mean disclosure in a Current Report on Form 8-K (or any successor form)or in a press release reported by Dow Jones News Service, Associated Press or acomparable national news service.

### (c)           Noperson shall be eligible to serve as a director of the Corporation unlessnominated in accordance with the procedures set forth in this section.  The chairman of the meeting shall, if thefacts warrant, determine and declare to the meeting that a nomination was notmade in accordance with the procedures prescribed by this section, and if heshould so determine, he shall so declare to the meeting and the defectivenomination shall be disregarded.  Astockholder seeking to nominate a person to serve as a director must alsocomply with all applicable requirements of the Exchange Act, and the rules andregulations thereunder with respect to the matters set forth in this section.

## Section 12.             Advance Notice Provisions forOther Business to be Conducted at an Annual Meeting.  At an annual meeting of the stockholders,only such business shall be conducted as shall have been properly broughtbefore the meeting.  To be properlybrought before an annual meeting, business must be (i) specified in thenotice of meeting (or any supplement thereto) given by or at the direction ofthe Board of Directors (or any duly authorized committee thereof),(ii) brought before the meeting by or at the direction of the Board ofDirectors (or any duly authorized committee thereof) or (iii) otherwiseproperly brought before

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## the meeting by a stockholder. For business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writingto the secretary of the Corporation.  Tobe timely, a stockholder’s notice to the secretary must be delivered to ormailed and received at the principal executive offices of the Corporation notless than 90 nor more than 120 days prior to the date of the first anniversaryof the previous year’s annual meeting; provided, however, that inthe event the annual meeting is scheduled to be held on a date more than 30days prior to or delayed by more than 60 days after such anniversary date,notice by the stockholder in order to be timely must be so received not laterthan the 10th day following the day on which notice of the date of the annualmeeting was mailed or public disclosure of the date of the annual meeting wasmade, whichever occurs first.  To be inproper form, a stockholder’s notice to the secretary shall set forth as to eachmatter the stockholder proposes to bring before the annual meeting (i) abrief description of the business desired to be brought before the annualmeeting, (ii) the name and address, as they appear on the Corporation’sbooks, of the stockholder proposing such business, (iii) the class andnumber of shares of the Corporation which are beneficially owned by thestockholder and (iv) any material interest of the stockholder in suchbusiness.  Notwithstanding anything inthese By-laws to the contrary, no business shall be conducted at anannual meeting except in accordance with the procedures set forth in thissection.  The presiding officer of anannual meeting shall, if the facts warrant, determine and declare to themeeting that business was not properly brought before the meeting and inaccordance with the provisions of this section; if he should so determine, heshall so declare to the meeting and any such business not properly broughtbefore the meeting shall not be transacted. For purposes of this section, “public disclosure” shall meandisclosure in a Current Report on Form 8-K (or any successor form) or in apress release reported by Dow Jones News Service, Associated Press or acomparable national news service. Nothing in this section shall be deemed to affect any rights ofstockholders to request inclusion of proposals in the Corporation’s proxystatement pursuant to Rule 14a-8 under the Exchange Act.

## Section 13.             Fixing a Record Date forStockholder Meetings.  In order thatthe Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment thereof, the Board ofDirectors may fix, in advance, a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date shall not be more than 60 norless than 10 days before the date of such meeting.  If no record date is fixed by the Board ofDirectors, the record date for determining stockholders entitled to notice of orto vote at a meeting of stockholders shall be the close of business on the nextday preceding the day on which notice is first given, or, if notice is waived,at the close of business on the day next preceding the day on which the meetingis held.  A determination of stockholdersof record entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.

## Section 14.             Fixing a Record Date for OtherPurposes.  In order that theCorporation may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment or any rights or the stockholdersentitled to exercise any rights in respect of any change, conversion orexchange of stock, or for the purposes of any other lawful action, the Board ofDirectors may fix a record date, which record date shall not precede the dateupon 

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## which the resolution fixing the record date is adopted, and whichrecord date shall be not more than 60 days prior to such action.  If no record date is fixed, the record datefor determining stockholders for any such purpose shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolutionrelating thereto.

# ARTICLEIIIDirectors

## Section 1.               General Powers.  The business and affairs of the Corporationshall be managed by or under the direction of the Board of Directors.  In addition to such powers as are herein andin the Certificate of Incorporation expressly conferred upon it, the Board ofDirectors shall have and may exercise all the powers of the Corporation,subject to the provisions of the laws of Delaware, the Certificate ofIncorporation and these By-laws.

## Section 2.               Annual Meetings.  The annual meeting of the Board of Directorsshall be held without other notice than this By-law immediately after,and at the same place as, the annual meeting of stockholders.

## Section 3.               Regular Meetings and SpecialMeetings.  Regular meetings, otherthan the annual meeting, of the Board of Directors may be held without noticeat such time and at such place as shall from time to time be determined byresolution of the Board of Directors.  Ifany day fixed for a regular meeting shall be a legal holiday at the place wherethe meeting is to be held, then the meeting which would otherwise be hold onthat day shall be held at the same hour on the next succeeding businessday.  Special meetings of the Board ofDirectors may be called by the chairman of the board, if any, or upon thewritten request of at least a majority of the directors then in office.

## Section 4.               Notice of Meetings.  Notice of regular meetings of the Board ofDirectors need not be given except as otherwise required by law or these By-laws.  Notice of each special meeting of the Boardof Directors, and of each regular and annual meeting of the Board of Directorsfor which notice shall be required, shall be given by the secretary ashereinafter provided in this Section 4, in which notice shall be stated thetime and place of the meeting.  Notice ofany special meeting, and of any regular or annual meeting for which notice isrequired, shall be given to each director at least (a) 24 hours before themeeting if by telephone or by being personally delivered or sent by telex,telecopy, email or similar means or (b) 5 days before the meeting if deliveredby mail to the director’s residence or usual place of business.  Such notice shall be deemed to be deliveredwhen deposited in the United States mail so addressed, with postage prepaid, orwhen transmitted if sent by telex, telecopy, email or similar means.  Neither the business to be transacted at, northe purpose of, any special meeting of the Board of Directors need be specifiedin the notice or waiver of notice of such meeting.  Any director may waive notice of any meetingby a writing signed by the director entitled to the notice and filed with theminutes or corporate records.

## Section 5.               Waiver of Notice andPresumption of Assent.  Any member ofthe Board of Directors or any committee thereof who is present at a meetingshall be conclusively presumed 

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## to have waived notice of such meeting exceptwhen such member attends for the express purpose of objecting at the beginningof the meeting to the transaction of any business because the meeting is notlawfully called or convened.  Such membershall be conclusively presumed to have assented to any action taken unless hisor her dissent shall be entered in the minutes of the meeting or unless his orher written dissent to such action shall be filed with the person acting as thesecretary of the meeting before the adjournment thereof or shall be forwardedby registered mail to the secretary of the Corporation immediately after theadjournment of the meeting.  Such rightto dissent shall not apply to any member who voted in favor of such action.

## Section 6.               Chairman of the Board, Quorum,Required Vote and Adjournment.  TheBoard of Directors may elect, by the affirmative vote of a majority of the totalnumber of directors then in office, a chairman of the board, who shall presideat all meetings of the stockholders and Board of Directors at which he or sheis present and shall have such powers and perform such duties as the Board ofDirectors may from time to time prescribe. If the chairman of the board is not present at a meeting of thestockholders or the Board of Directors, the chief executive officer (if thechief executive officer is a director and is not also the chairman of theboard) shall preside at such meeting, and, if the chief executive officer isnot present at such meeting, a majority of the directors present at suchmeeting shall elect one of their members to so preside.  A majority of the total number of directorsthen in office shall constitute a quorum for the transaction of business.  Unless by express provision of an applicablelaw, the Certificate of Incorporation or these By-laws a different voteis required, the vote of a majority of directors present at a meeting at whicha quorum is present shall be the act of the Board of Directors.  If a quorum shall not be present at anymeeting of the Board of Directors, the directors present thereat may adjournthe meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present.

## Section 7.               Committees.  The Board of Directors (i) may, by resolutionpassed by a majority of the entire Board of Directors, designate one or morecommittees, including an executive committee, consisting of one or more of thedirectors of the Corporation, and (ii) shall during such period of time as anysecurities of the Corporation are listed on any exchange, by resolution passedby a majority of the entire Board of Directors, designate all committeesrequired by the rules and regulations of such exchange.  The Board of Directors may designate one ormore directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.  Except to the extent restricted by applicablelaw or the Certificate of Incorporation, each such committee, to the extentprovided in the resolution creating it, shall have and may exercise all thepowers and authority of the Board of Directors and may authorize the seal ofthe Corporation to be affixed to all papers which require it.  Each such committee shall serve at thepleasure of the Board of Directors as may be determined from time to time byresolution adopted by the Board of Directors or as required by the rules andregulations of such exchange, if applicable. Each committee shall keep regular minutes of its meetings and report thesame to the Board of Directors upon request.

## Section 8.               Committee Rules.  Each committee of the Board of Directors mayfix its own rules of procedure and shall hold its meetings as provided by suchrules, except as may otherwise be provided by a resolution of the Board ofDirectors designating such committee. Unless otherwise provided in such a resolution, the presence of at leasta majority of the 

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## members of the committee shall be necessary to constitute aquorum.  Unless otherwise provided insuch a resolution, in the event that a member and that member’s alternate, ifalternates are designated by the Board of Directors, of such committee is orare absent or disqualified, the member or members thereof present at anymeeting and not disqualified from voting, whether or not such member or membersconstitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in place of any such absent or disqualifiedmember.

## Section 9.               Communications Equipment.  Members of the Board of Directors or anycommittee thereof may participate in and act at any meeting of such board orcommittee through the use of a conference telephone or other communicationsequipment by means of which all persons participating in the meeting can hearand speak with each other, and participation in the meeting pursuant to thissection shall constitute presence in person at the meeting.

## Section 10.             Action by Written Consent.  Unless otherwise restricted by theCertificate of Incorporation, any action required or permitted to be taken atany meeting of the Board of Directors, or of any committee thereof, may betaken without a meeting if all members of the Board of Directors or suchcommittee, as the case may be, consent thereto in writing or by electronictransmission, and the writing or writings are filed with the minutes ofproceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained inpaper form and shall be in electronic form if the minutes are maintained inelectronic form.

## Section 11.             Compensation.  The Board of Directors shall have theauthority to fix the compensation, including fees and reimbursement ofexpenses, of directors for services to the Corporation in any capacity.

## Section 12.             Reliance on Books and Records.  A member of the Board of Directors, or amember of any committee designated by the Board of Directors shall, in theperformance of such person’s duties, be fully protected in relying in goodfaith upon records of the Corporation and upon such information, opinions,reports or statements presented to the Corporation by any of the Corporation’sofficers or employees, or committees of the Board of Directors, or by any otherperson as to matters the member reasonably believes are within such otherperson’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Corporation.

## Section 13.             Telephonic and Other Meetings.  Unless restricted by the Certificate ofIncorporation, any one or more members of the Board of Directors or anycommittee thereof may participate in a meeting of the Board of Directors orsuch committee by means of conference telephone or other communicationsequipment by means of which all persons participating in the meeting can heareach other.  Participation by such meansshall constitute presence in person at a meeting.

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# ARTICLEIVOFFICERS

## Section 1.               Number.  The officers of the Corporation shall beelected by the Board of Directors and shall consist of a chief executiveofficer, a president, one or more vice-presidents, a secretary, a chieffinancial officer and such other officers and assistant officers as may bedeemed necessary or desirable by the Board of Directors.  Any number of offices may be held by the sameperson, except that neither the chief executive officer nor the president shallalso hold the office of secretary.  Inits discretion, the Board of Directors may choose not to fill any office forany period as it may deem advisable, except that the offices of president andsecretary shall be filled as expeditiously as possible.

## Section 2.               Election and Term of Office.  The officers of the Corporation shall beelected annually by the Board of Directors at its first meeting held after eachannual meeting of stockholders or as soon thereafter as is convenient.  The chairman of the board, if any, shall beelected annually by the Board of Directors at the first meeting of the Board ofDirectors held after each annual meeting of stockholders or as soon thereafteras is convenient.  Vacancies may befilled or new offices created and filled at any meeting of the Board ofDirectors.  Each officer shall holdoffice until a successor is duly elected and qualified or until his or herearlier death, resignation or removal as hereinafter provided.

## Section 3.               Resignations.  Any officer of the Corporation may resign atany time by giving written notice of his or her resignation to the Corporation.  Any such resignation shall take effect at thetime specified therein or, if the time when it shall become effective shall notbe specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignationshall not be necessary to make it effective.

## Section 4.               Removal.  Any officer or agent elected by the Board ofDirectors may be removed by the Board of Directors at its discretion, but suchremoval shall be without prejudice to the contract rights, if any, of theperson so removed.

## Section 5.               Vacancies.  Any vacancy occurring in any office becauseof death, resignation, removal, disqualification or otherwise may be filled bythe Board of Directors.

## Section 6.               Compensation.  Compensation of all executive officers shallbe approved by the Board of Directors, and no officer shall be prevented fromreceiving such compensation by virtue of his or her also being a director ofthe Corporation; providedhowever, that compensation of some orall executive officers may be determined by a committee established for thatpurpose if so authorized by the unanimous vote of the Board of Directors or asrequired by applicable law or regulation, including any exchange or market uponwhich the Corporation’s securities are then listed for trading or quotation.

## Section 7.               Chairman of the Board.  The chairman of the board, if a chairman ofthe board shall have been elected, shall, if present, preside at all meetingsof the stockholders and of 

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## the Board of Directors and exercise and perform such other powers andduties as may be prescribed to him or her by the Board of Directors or providedin these By-laws.

## Section 8.               Chief Executive Officer.  The chief executive officer shall have thepowers and perform the duties incident to that position.  The chief executive officer, shall, in theabsence of the chairman of the board, or if a chairman of the board shall nothave been elected, preside at each meeting of the Board of Directors or the stockholders.  Subject to the powers of the Board ofDirectors and the chairman of the board, the chief executive officer shall bein the general and active charge of the entire business and affairs of theCorporation, and shall be its chief policy making officer.  The chief executive officer shall have suchother powers and perform such other duties as may be prescribed by the Board ofDirectors or provided in these By-laws. The chief executive officer is authorized to execute bonds, mortgagesand other contracts requiring a seal, under the seal of the Corporation, exceptwhere required or permitted by law to be otherwise signed and executed andexcept where the signing and execution thereof shall be expressly delegated bythe Board of Directors to some other officer or agent of the Corporation.  Whenever the president is unable to serve, byreason of sickness, absence or otherwise, the chief executive officer shallperform all the duties and responsibilities and exercise all the powers of thepresident.

## Section 9.               The President.  The president of the Corporation shall,subject to the powers of the Board of Directors, the chairman of the board andthe chief executive officer, have general charge of the business, affairs andproperty of the Corporation, and control over its officers, agents and employees.  The president shall see that all orders andresolutions of the Board of Directors are carried into effect.  The president is authorized to execute bonds,mortgages and other contracts requiring a seal, under the seal of theCorporation, except where required or permitted by law to be otherwise signedand executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent ofthe Corporation.  The president shallhave such other powers and perform such other duties as may be prescribed bythe chairman of the board, the chief executive officer, the Board of Directorsor as may be provided in these By-laws.

## Section 10.             Vice-Presidents.  The vice-president, or if there shallbe more than one, the vice-presidents in the order determined by theBoard of Directors or the chairman of the board, shall, in the absence ordisability of the president, act with all of the powers and be subject to allthe restrictions of the president.  Thevice-presidents shall also perform such other duties and have such otherpowers as the Board of Directors, the chairman of the board, the chiefexecutive officer, the president or these By-laws may, from time to time,prescribe.  The vice-presidents mayalso be designated as executive vice-presidents or senior vice-presidents,as the Board of Directors may from time to time prescribe.

## Section 11.             The Secretary and AssistantSecretaries.  The secretary shallattend all meetings of the Board of Directors (other than executive sessionsthereof) and all meetings of the stockholders and record all the proceedings ofthe meetings in a book or books to be kept for that purpose or shall ensurethat his or her designee attends each such meeting to act in such capacity.  Under the Board of Directors’s supervision,the secretary shall give, or cause to be given, all notices required to begiven by these By-laws or by law; shall have such powers and perform 

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## such duties as the Board of Directors, the chairman of the board, thechief executive officer, the president or these By-laws may, from time totime, prescribe; and shall have custody of the corporate seal of theCorporation.  The secretary, or anassistant secretary, shall have authority to affix the corporate seal to anyinstrument requiring it and when so affixed, it may be attested by his or hersignature or by the signature of such assistant secretary.  The Board of Directors may give generalauthority to any other officer to affix the seal of the Corporation and toattest the affixing by his or her signature. The assistant secretary, or if there be more than one, any of theassistant secretaries, shall in the absence or disability of the secretary,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the Board of Directors, thechairman of the board, the chief executive officer, the president, or secretarymay, from time to time, prescribe.

## Section 12.             The Chief Financial Officer.  The chief financial officer shall have thecustody of the corporate funds and securities; shall keep full and accurateaccounts of receipts and disbursements in books belonging to the Corporation asshall be necessary or desirable in accordance with applicable law or generallyaccepted accounting principles; shall deposit all monies and other valuableeffects in the name and to the credit of the Corporation as may be ordered bythe chairman of the board or the Board of Directors; shall receive, and givereceipts for, moneys due and payable to the Corporation from any sourcewhatsoever; shall cause the funds of the Corporation to be disbursed when suchdisbursements have been duly authorized, taking proper vouchers for suchdisbursements; and shall render to the Board of Directors, at its regularmeeting or when the Board of Directors so requires, an account of theCorporation; shall have such powers and perform such duties as the Board ofDirectors, the chairman of the board, the chief executive officer, the presidentor these By-laws may, from time to time, prescribe.

## Section 13.             Other Officers, AssistantOfficers and Agents.  Officers,assistant officers and agents, if any, other than those whose duties areprovided for in these By-laws, shall have such authority and perform suchduties as may from time to time be prescribed by resolution of the Board ofDirectors.

## Section 14.             Officers’ Bonds or OtherSecurity.  If required by the Boardof Directors, any officer of the Corporation shall give a bond or othersecurity for the faithful performance of his duties, in such amount and withsuch surety as the Board of Directors may require.

## Section 15.             Absence or Disability ofOfficers.  In the case of the absenceor disability of any officer of the Corporation and of any person herebyauthorized to act in such officer’s place during such officer’s absence ordisability, the Board of Directors may by resolution delegate the powers andduties of such officer to any other officer or to any director, or to any otherperson whom it may select.

# ARTICLEVCERTIFICATES OF STOCK

## Section 1.               Form.  The shares of stock of the Corporation maybut need not be represented by certificates. If shares are represented by certificates, the certificates shall be in 

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## such form as required by applicable law and as determined by the Boardof Directors.  Each certificate shallcertify the number of shares owned by such holder in the Corporation and shallbe signed by, or in the name of the Corporation by (i) the chairman of theboard, the chief executive officer or the president and the chief financialofficer, the treasurer or an assistant treasurer or the secretary or anassistant secretary of the Corporation, or (ii) any two officers designated bythe Board of Directors.  If such acertificate is countersigned (i) by a transfer agent or an assistant transferagent other than the Corporation or its employee or (ii) by a registrar, otherthan the Corporation or its employee, the signature of any such chairman of theboard, chief executive officer, president, chief financial officer, treasurer,assistant treasurer, secretary or assistant secretary may be facsimiles.  In case any officer or officers who havesigned, or whose facsimile signature or signatures have been used on, any suchcertificate or certificates shall cease to be such officer or officers of theCorporation whether because of death, resignation or otherwise before suchcertificate or certificates have been delivered by the Corporation, suchcertificate or certificates may nevertheless be issued and delivered as thoughthe person or persons who signed such certificate or certificates or whosefacsimile signature or signatures have been used thereon had not ceased to besuch officer or officers of the Corporation. All certificates for shares shall be consecutively numbered or otherwiseidentified.  The Board of Directors mayappoint a bank or trust company organized under the laws of the United Statesor any state thereof to act as its transfer agent or registrar, or both inconnection with the transfer of any class or series of securities of theCorporation.  The Corporation, or itsdesignated transfer agent or other agent, shall keep a book or set of books tobe known as the stock transfer books of the Corporation, containing the name ofeach holder of record, together with such holder’s address and the number andclass or series of shares held by such holder and the date of issue.  When shares are represented by certificates,the Corporation shall issue and deliver to each holder to whom such shares havebeen issued or transferred, certificates representing the shares owned by suchholder, and shares of stock of the Corporation shall only be transferred on thebooks of the Corporation by the holder of record thereof or by such holder’sattorney duly authorized in writing, upon surrender to the Corporation or itsdesignated transfer agent or other agent of the certificate or certificates forsuch shares endorsed by the appropriate person or persons, with such evidenceof the authenticity of such endorsement, transfer, authorization and othermatters as the Corporation may reasonably require, and accompanied by allnecessary stock transfer stamps.  In thatevent, it shall be the duty of the Corporation to issue a new certificate tothe person entitled thereto, cancel the old certificate or certificates andrecord the transaction on its books. When shares are not represented by certificates, shares of stock of theCorporation shall only be transferred on the books of the Corporation by theholder of record thereof or by such holder’s attorney duly authorized inwriting, with such evidence of the authenticity of such transfer, authorizationand other matters as the Corporation may reasonably require, and accompanied byall necessary stock transfer stamps, and within a reasonable time after theissuance or transfer of such shares, the Corporation shall send the holder towhom such shares have been issued or transferred a written statement of theinformation required by applicable law. Unless otherwise provided by applicable law, the Certificate ofIncorporation, Bylaws or any other instrument the rights and obligations ofshareholders are identical, whether or not their shares are represented bycertificates.

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## Section 2.               Lost Certificates.  The Corporation may issue or direct a newcertificate or certificates to be issued in place of any certificate orcertificates previously issued by the Corporation alleged to have been lost,stolen or destroyed, upon the making of an affidavit of that fact by the personclaiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a newcertificate or certificates, the Corporation may, in its discretion and as acondition precedent to the issuance thereof, require the owner of such lost,stolen or destroyed certificate or certificates, or his or her legalrepresentative, to give the Corporation a bond in such sum as it may direct,sufficient to indemnify it against any claim that may be made against theCorporation on account of the alleged loss, theft or destruction of any suchcertificate or the issuance of such new certificate.

## Section 3.               Registered Stockholders.  The Corporation shall be entitled torecognize the exclusive right of a person registered on its records as the ownersof shares of stock to receive dividends, to vote, to receive notifications andotherwise to exercise all the rights and powers of an owner.  The Corporation shall not be bound torecognize any equitable or other claim to or interest in such share or sharesof stock on the part of any other person, whether or not it shall have expressor other notice thereof, except as otherwise provided by the laws of Delaware.

# ARTICLEVIGENERAL PROVISIONS

## Section 1.               Dividends.  Subject to the provisions of statutes and theCertificate of Incorporation, dividends upon the shares of capital stock of theCorporation may be declared by the Board of Directors at any regular or specialmeeting, in accordance with applicable law. Dividends may be paid in cash, in property or in shares of the capitalstock, subject to the provisions of applicable law and the Certificate ofIncorporation.  Before payment of anydividend, there may be set aside out of any funds of the Corporation availablefor dividends such sum or sums as the Board of Directors from time to time, inits absolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the Corporation or for such other purpose as the Board of Directorsmay think conducive to the interests of the Corporation.  The Board of Directors may modify or abolishany such reserves in the manner in which it was created.

## Section 2.               Checks, Notes, Drafts, Etc.  All checks, notes, drafts or other orders forthe payment of money of the Corporation shall be signed, endorsed or acceptedin the name of the Corporation by such officer, officers, person or persons asfrom time to time may be designated by the Board of Directors or by an officeror officers authorized by the Board of Directors to make such designation.

## Section 3.               Contracts.  In addition to the powers otherwise grantedto officers pursuant to ARTICLE IV hereof, the Board of Directors mayauthorize any officer or officers, or any agent or agents, in the name and onbehalf of the Corporation to enter into or execute and deliver any and alldeeds, bonds, mortgages, contracts and other obligations or instruments, andsuch authority may be general or confined to specific instances.

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## Section 4.               Loans.  Subject to compliance with applicable law(including the Sarbanes-Oxley Act of 2002, as amended), the Corporationmay lend money to, or guarantee any obligation of, or otherwise assist anyofficer or other employee of the Corporation or of its subsidiaries, includingany officer or employee who is a director of the Corporation or itssubsidiaries, whenever, in the judgment of the directors, such loan, guarantyor assistance may reasonably be expected to benefit the Corporation.  The loan, guaranty or other assistance may bewith or without interest, and may be unsecured, or secured in such manner asthe Board of Directors shall approve, including, without limitation, a pledgeof shares of stock of the Corporation. Nothing in this section shall be deemed to deny, limit or restrict thepowers of guaranty or warranty of the Corporation at common law or under anystatute.

## Section 5.               Fiscal Year.  The fiscal year of the Corporation shall befixed by resolution of the Board of Directors.

## Section 6.               Corporate Seal.  The Board of Directors may provide acorporate seal which shall be in the form of a circle and shall have inscribedthereon the name of the Corporation and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.  Notwithstanding the foregoing, no seal shallbe required by virtue of this Section.

## Section 7.               Voting Securities Owned ByCorporation.  Voting securities inany other Corporation held by the Corporation shall be voted by the chairman ofthe board, chief executive officer, the president or the chief financialofficer, unless the Board of Directors specifically confers authority to votewith respect thereto, which authority may be general or confined to specificinstances, upon some other person or officer. Any person authorized to vote securities shall have the power to appointproxies, with general power of substitution.

## Section 8.               Inspection of Books andRecords.  The Board of Directorsshall have power from time to time to determine to what extent and at whattimes and places and under what conditions and regulations the accounts andbooks of the Corporation, or any of them, shall be open to the inspection ofthe stockholders; and no stockholder shall have any right to inspect anyaccount or book or document of the Corporation, except as conferred by the lawsof the State of Delaware, unless and until authorized so to do by resolution ofthe Board of Directors or of the stockholders of the Corporation.

## Section 9.               Section Headings.  Section headings in these By-laws arefor convenience of reference only and shall not be given any substantive effectin limiting or otherwise construing any provision herein.

## Section 10.             Inconsistent Provisions.  In the event that any provision of these By-lawsis or becomes inconsistent with any provision of the Certificate ofIncorporation, the General Corporation Law of the State of Delaware or anyother applicable law, the provision of these By-laws shall not be givenany effect to the extent of such inconsistency but shall otherwise be givenfull force and effect.

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# ARTICLEVIIAMENDMENTS

These By-laws may be amended, altered, changed orrepealed or new By-laws adopted only in accordance with Article Six of theCertificate of Incorporation.

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