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EXHIBIT 3.2 BY-LAWS OF USF CORPORATION AS ADOPTED ON October 22, 2003




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BY-LAWS OF USF CORPORATION Dated October 22, 2003 ARTICLE I Offices SECTION
1.1 Offices. USF Corporation (the Corporation) may have offices
either within or without the State of Delaware. The registered office of the
Corporation and the name of the registered agent of the Corporation are as is
set forth in the Restated Certificate of Incorporation of the Corporation, or
as may subsequently be or have been changed by resolution of the Board of
Directors (the Board). ARTICLE II Meetings of Stockholders SECTION
2.1. Annual Meetings. An annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on such date and
at such time as the Board may from time to time determine, or, if not so
designated, then at 10:00 a.m., on the third Tuesday in April in each year if
not a legal holiday, and, if a legal holiday, at the same hour on the next
succeeding work day, and at such place as shall be designated by the Board in
the notice thereof. At any annual meeting of stockholders, only such business shall be
conducted as shall have been brought before the annual meeting (i) by or at the
direction of the chairman of the meeting or (ii) by any stockholder who
complies with the procedures set forth in this Section 2.1. For business properly to be brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a
stockholders notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the annual meeting; provided, however, that in the event
that less than 40 days notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to
be timely must be received not later than the close of business on the 10th day
following




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the day on which such notice of the date of the annual meeting was mailed
or such public disclosure was made. To be in proper written form, a
stockholders notice to the Secretary shall set forth in writing as to each
matter the stockholder proposes to bring before the annual meeting: (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting;
(ii) the name and address, as they appear on the Corporations books, of the
stockholder proposing such business; (iii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business. Notwithstanding
anything in the By-laws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
Section 2.1. SECTION 2.2 Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the Board, or by any
committee of the Board which has been duly designated by the Board and whose
powers and authority, as expressly provided in a resolution of the Board,
include the power to call such meetings, and such meeting shall be held on such
date and at such place and hour as shall be designated in the notice thereof.
Only such business as is specified in the notice of any special meeting of the
stockholders shall come before such meeting. SECTION 2.3. Notice of Meetings. Notice of each meeting of the
stockholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder of record entitled to notice of, or to
vote at, such meeting by delivering a typewritten or printed notice thereof to
such stockholder personally or by depositing such notice in the United States
mail, postage prepaid, directed to such stockholder at such persons address as
it appears on the stock record of the Corporation. Every such notice shall
state the place, date and hour of the meeting and, in the case of a special
meeting is called. Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, either before or after such meeting, and
will be waived by any stockholder by such persons attendance thereat, in
person or by proxy (unless such stockholder protests, prior to or at the
commencement of the meeting, the lack of proper notice to such stockholder).
Any stockholder waiving notice of a meeting shall be bound by the proceedings
of any such meeting in all respects as if due notice thereof had been given. SECTION 2.4. Adjournments. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.




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SECTION 2.5. Quorum and Manner of Acting. The presence in person or by
proxy of stockholders holding of record a majority of the shares of stock of
the Corporation entitled to be voted shall constitute a quorum for the
transaction of business at any meeting of the stockholders. In the absence of
a quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and entitled
to vote, or, in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting, may adjourn
such meeting from time to time in the manner provided in Section 2.4 until
stockholders holding the amount of stock requisite for a quorum shall be
present in person or by proxy. The absence from any meeting in person or by
proxy of stockholders holding the number of shares of stock of the Corporation
required for action upon any given matter which may properly come before the
meeting if there shall be present there at, in person or by proxy of
stockholders holding the number of shares of stock of the Corporation required
for action upon any given matter shall be present there at, in person or by
proxy, stockholders holding the number of shares of stock of the Corporation
required in respect of such other matter. The stockholders present at a duly
called or convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. SECTION 2.6. Organization of Meetings. At each meeting of the
stockholders, one of the following shall act as chairman of the meeting and
preside there at, in the following order of precedence: (a) the Chairman of the Board, or, if such person is not present or if no
person holds such office, any officer or director of the Corporation designated
by the Board; or (b) any officer or director of the Corporation designated by a majority in
voting interest of the stockholders present in person or by proxy and entitled
to vote there at. The person whom the chairman of the meeting shall appoint, shall act as
secretary of the meeting and keep the minutes thereof. SECTION 2.7. Order of Business. The order of business at each meeting of
the stockholders shall be determined by the chairman of the meeting, but such
order of business may be changed by a majority in voting interest of those
present in person or by proxy at such meeting and entitled to vote there at.
The chairman of the meeting shall have the right and authority to prescribe
such acts and things as are necessary or desirable for the proper conduct of
the meeting, including, without limitation, the establishment of procedures for
the maintenance of order and safety, limitations on the time allotted to
questions or comments on the affairs of the Corporation, restrictions on entry
to such meeting after the time prescribed for the commencement thereof, and the
opening and closing of the voting polls.




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The chairman of any meeting shall, if the facts warrant, determine and
declare to such meeting that business was not properly brought before the
annual meeting in accordance with the provisions of Sections 2.1 or 2.2 hereof
and, if such person should so determine, such person shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted. SECTION 2.8. Voting. Each stockholder shall, at each meeting of the
stockholders, be entitled to one vote in person or by proxy for each share of
stock of the Corporation which has voting power on the matter in question held
by such person and registered in such persons name on the stock record of the
Corporation: (a) on the date fixed pursuant to the provisions of Section 8.6 of Article
VIII of these By-laws as the record date for the determination of stockholders
who shall be entitled to receive notice of and to vote at such meeting; or (b) if no record date shall have been so fixed, then at the close of
business on the day next preceding the day on which notice of the meeting shall
be given or, if notice of the meeting shall be waived, at the close of business
on the day next preceding the day on which the meeting shall be held, or, if no
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting shall have been fixed, the day on
which the first written consent is expressed. Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes. Any vote
of stock of the Corporation may be given at any meeting of the stockholders by
the person entitled to vote the same in person or by proxy (who need not be a
stockholder) appointed by an instrument in writing delivered to secretary of
the meeting; provided, however, that no proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a longer period.
The attendance at any meeting of a stockholder who may theretofore have given
a proxy shall not have the effect of revoking the same unless such person shall
in writing so notify the secretary of the meeting prior to voting of the proxy.
Shares standing in the names of two or more persons shall be voted or
represented in accordance with the determination of the majority of such
persons, or, if only one of such persons is present in person or represented by
proxy, such person shall have the right to vote such shares and such shares
shall be deemed to be represented for the purpose of determining a quorum. At
all meetings of stockholders a plurality of the votes cast shall be necessary
to elect the directors. All other proposals, unless otherwise provided by law,
or the Certificate of Incorporation, must receive a majority of the votes that
could be cast by the holders of all shares of stock that are present in person
or represented by proxy and that are entitled to vote upon such proposals.
Unless otherwise required by law or directed by the chairman of the meeting,
the vote at any meeting of the stockholders on any question need not be




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by ballot. On a vote by ballot, each ballot shall be signed by the stockholder
voting, or by such persons proxy if there be such proxy, and shall state the
number of shares voted. SECTION 2.9. Consent in Lieu of Meeting. Anything herein to the contrary
notwithstanding, any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken at any annual
or special meeting of such stockholders or may be taken without a meeting,
without prior notice and without a vote if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by stockholders who have not consented in writing and any
certificate filed with respect to such matter shall state that such written
notice has been given. SECTION 2.10. List of Stockholders. It shall be the duty of the officer of
the Corporation who shall have charge of the stock ledger of record, either
directly or through another officer of the Corporation or agent thereof, to
prepare and make, at least 10 days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote there at, 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 10 days prior to the
meeting, either at the place where the meeting is to be held or at such other
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting. Such list shall also be produced 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. The stock record shall be the
only evidence as to who are the stockholders entitled to examine the stock
record, such list or the books of the Corporation or to vote in person or by
proxy at any meeting of the stockholders. SECTION 2.11. Inspectors. Either the Board or, in the absence of a
designation of inspectors by the Board, the chairman of the meeting may, in its
or such persons discretion, appoint two or more inspectors, who need not be
stockholders, who shall receive and take charge of ballots and proxies and
decide all questions relating to the qualification of those asserting the right
to vote and the validity of ballots and proxies. In the event of the failure
or refusal to serve of any inspector designated by the Board, the chairman of
the meeting shall appoint an inspector to act in place of each such inspector
designated by the Board. In the absence of a designation of inspectors by the
Board and the chairman of the meeting, the secretary of the meeting shall
perform the duties which would otherwise have been performed by the inspectors.




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ARTICLE III Board of Directors SECTION 3.1. General Powers. The property, business, affairs and policies
of the Corporation shall be managed by or under the direction of the Board. SECTION 3.2. Number and Term of Office. The Board shall consist of not
less than three nor more than twenty-one directors. The exact number of
directors shall be determined from time to time by a resolution or resolutions
adopted by the affirmative vote of a majority of the total number of directors
which the corporation would have if there were no vacancies (the entire
Board). The directors shall be divided into three classes. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board. If the classes of directors are not
equal in number, the Board shall determine which class shall contain an unequal
number of directors. Upon, or as soon as practicable following, the filing of the Restated
Certificate of Incorporation, the first class of directors shall be elected for
a term to expire at the annual meeting next ensuing, the second class until the
second annual meeting thereafter, and the third class until the third annual
meeting thereafter. At each succeeding annual meeting of stockholders,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. If the number of directors is changed
in accordance with the terms of the Certificate of Incorporation and this
Section 3.2, any increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly equal as
possible and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in which
his or her term expires and until his or her successor shall be elected and
shall qualify, subject, however, to the directors prior death, resignation,
disqualification or removal from office. SECTION 3.3 Nomination and Election of Directors, and Non-Executive
Chairman. (a) Nomination and Election. Nominations of persons for election to the
Board may be made at any annual meeting of stockholders by or at the direction
of the Board or by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who was a stockholder of record at the
time of giving of notice provided for in this Section 3.3(a) and who complies
with the notice procedures set forth in this Section 3.3(a). Any such
nomination by a stockholder shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely notice for an annual
meeting, a stockholders notice shall be delivered to and received by the
Secretary of the Corporation not less than 60 days nor more than 90 days prior
to the first




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anniversary of the preceding years annual meeting; provided that, in the
event that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date, notice by the
stockholder to be timely must be so delivered and received not earlier than the
90th day prior to such annual meeting and not later than the close of business
on the later of the 60th day prior to such annual meeting and the 10th day
following the day on which a public announcement of the date of such meeting is
first made. Notwithstanding anything in the foregoing sentence to the
contrary, in the event that the number of directors to be elected to the Board
is increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board made by the Corporation
at least 70 days prior to the first anniversary of the preceding years annual
meeting, a stockholders notice required by this Section 3.3 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the Corporation. Nominations of persons for election to the Board may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporations notice of meeting (i) by or at the direction of the Board or (ii)
by any stockholder of the Corporation who is a stockholder of record at the
time of giving of notice provided for in this Section 3.3(a), who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 3.3(a). In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to
the Board, any such stockholder may nominate a person or persons (as the case
may be) for election to such position(s) as specified in the Corporations
notice of meeting, if the stockholders notice shall be delivered to and
received by the secretary of the Corporation at the principal executive offices
of the Corporation not earlier than the 90th day prior to such special meeting
and not later than the close of business on the later of the 60th day prior to
such special meeting and the 10th day following the day on which a public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting. Any stockholders notice delivered pursuant to this Section 3.3(a) shall
set forth in writing (i) as to each person whom the stockholder proposes to
nominate for election or re-election as a director (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the number of shares of stock of the Corporation
which are beneficially owned by such person, and (D) any other information
relating to such person that is required to be disclosed in connection with the
solicitation of proxies for election of directors, or as otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934
(the Exchange Act) (including, without limitation, such persons written
consent to being named in proxy statement as a nominee and to serving as a
director if elected), and any other applicable laws or rules or regulations of
any governmental authority or of any national securities exchange or similar
body overseeing




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any trading market on which shares of the Corporation are traded; and (ii)
as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made (A) the name and address of such
stockholder, as they appear on the Corporations books, and of such beneficial
owner and (B) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner. At the request of the Board, any person nominated by the Board for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholders notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 3.3(a). The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by these By-Laws and in that
event the defective nomination shall be disregarded. In addition to the
provisions of this Section 3.3(a), a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder, and any other applicable laws or rules or regulations of an
governmental authority or any national securities exchange or similar body
overseeing any trading market on which shares of the Corporation are traded,
with respect to the matters set forth herein. At each meeting of the stockholders for the election of directors,
provided a quorum is present, the directors nominated in accordance with this
Section 3.3(a) for election at such meeting shall be elected by a plurality of
the votes validly cast in such election. Directors need not be stockholders of
the Corporation or residents of the State of Delaware. (b) Non-Executive Chairman. The Board, by resolution or resolutions passed
by a majority of the Board, may designate a director to the position of
Non-Executive Chairman of the Board with such duties as shall be given such
person as hereinafter provided or as may otherwise be specifically given such
person by the Board. The Non-Executive Chairman of the Board may resign at any time by giving
written notice of such persons resignation to the Board. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, when accepted by the Board.
Except as aforesaid, the acceptance of such resignation shall not be necessary
to make it effective. The Non-Executive Chairman of the Board shall continue as such only as
long as such person remains a director and may be removed at any time, with or
without cause, by a majority of the Board. The Non-Executive Chairman of the Board shall have the following duties
and functions: (i) preside at meetings of the Board and of the stockholders;
(ii) collaborate with the Chief Executive Officer on Board meetings and
agendas; (iii) lead the evaluation process of the Chief Executive Officer; (iv)
serve as an ex-officio member




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of any Board committee; (v) assist the Board in the appointment of Board
committee chairs; (vi) assist the Board in the assignment of various tasks of
the Corporation to the Board committees; (vii) collaborate with the Chairman of
the Nominating and Corporate Governance Committee in the Board assessment
process; and (viii) perform such other duties as may from time to time be
prescribed by the Board. SECTION 3.4 Meetings. (a) Regular Meetings. Regular meetings of the Board or any committee
thereof shall be held as the Board or such committee thereof shall from time to
time determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting which
would otherwise be held on that day shall be postponed until the next
succeeding business day. (b) Notice of Meetings. Special meetings of the Board, at which any and
all business may be transacted, shall be held whenever called by the Chief
Executive Officer, the President, the Chairman of the Board or a majority of
the Board. (c) Notice of Meetings. No notice of regular meetings of the Board or of
any committee thereof or of any adjourned meeting thereof need be given.
Notice shall be given to each special meeting of the Board or adjournment
thereof, including the time and place thereof. Notice of each such meeting
shall be mailed to each director, addressed to such person at such persons
residence or usual place of business, at least two days before the day on which
such meeting is to be held, or shall be sent to such person at such place by
facsimile, telegraph, cable, wireless or other form of recorded communication,
or be delivered personally or by telephone not later than the day before the
day on which such meeting is to be held, but notice need not be given to any
director who shall attend meeting. A written waiver of notice, signed by the
person entitled thereto, whether before or after the time of the meeting stated
therein, shall be deemed equivalent to notice. The purposes of a meeting of
the Board or any committee thereof need not be specified in the notice thereof. (d) Time and Place of Meetings. Regular meetings of the Board or any
committee thereof shall be held at such time or times and place or places as
the Board or such committee may from time to time determine. Each special
meeting of the Board or any committee thereof shall be held at such time and
place as the caller or callers thereof may determine. In the absence of such a
determination, each regular meeting or special meeting of the Board or any
committee thereof shall be held at such time and place as shall be designated
in the notices or waivers of notice thereof. (e) Quorum and Manner of Acting. A majority of the directors then in
office and a majority of the members of any committee shall be present in
person at any meeting thereof in order to constitute a quorum for the
transaction of business at such meeting and the vote of a majority of the
directors present at any such meeting at which a quorum is present shall be
necessary for the passage of any resolution or for an




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act to be the act of the Board or such committee. In the absence of a
quorum, a majority of the directors present thereat may adjourn such meeting
from time to time until a quorum shall be present there at. Notice of any
adjourned meeting need not be given. (f) Organization of Meetings. At each meeting of the Board, the Chairman
of the Board or, if such person is not present or if no person holds such
office, any director chosen by a majority of the directors present there at
shall act as chairman of the meeting and preside thereat. The person whom the
chairman of the meeting shall appoint shall act as secretary of such meeting
and keep the minutes thereof. The order of business at each meeting of the
Board shall be determined by the chairman of such meeting. (g) Consent in Lieu of Meetings. Anything herein to the contrary
notwithstanding, any action required or permitted to be taken at any meeting of
the Board or any committee thereof may be taken without a meeting if all
members of the Board or such committee, as the case may be, consent thereto in
a writing or writings and such writing or writings are filed with the minutes
of the proceedings of the Board or such committee. (h) Action by Communications Equipment. The directors may participate in a
meeting of the Board or any committee thereof by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other and such participation shall constitute
presence in person at such meeting. SECTION 3.5. Compensation. Each director who is not also a salaried
employee of the Company or any of its affiliates, in consideration of he or she
serving as such, shall be entitled to receive from the Corporation such amount
per annum and such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from to time determine. The Board may
provide that the Corporation shall reimburse each director or member of a
committee, including any director who is a salaried employee of the Company or
any of its affiliates, for any expenses incurred by such person on account of
such persons attendance at any such meeting. SECTION 3.6. Resignation, Removal and Vacancies. Any director may resign
at any time by giving written notice of such persons resignation to the Board.
Any such resignation shall take effect at the time specified therein or, if
the time when it shall become effective shall not be specified therein, when
accepted by the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective. Any director may be removed at any time for cause by vote of the holders
of a majority in voting interest of shares then entitled to vote at an election
of directors. The vacancy in the Board caused by any such removal may be
filled by the stockholders at such meeting or as provided in the next paragraph
of these By-laws.




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In the case of any vacancy on the Board or in the case of any newly
created directorship, a director to fill the vacancy or the newly created
directorship for the unexpired portion of the term being filled may be elected
by a majority of the directors of the Corporation then in office, though less
than a quorum, or by a sole remaining director. The director elected to fill
such vacancy shall hold office for the unexpired term in respect of which such
vacancy occurred and until such persons successor shall be elected and shall
qualify or until such persons earlier death or resignation or removal in the
manner herein provided. ARTICLE IV Committees SECTION 4.1. Number, Appointment, Term of Office. etc. The Board, by
resolution or resolutions passed by a majority of the Board, may designate one
or more committees, each committee to consist of one or more directors then in
office. Each member of any such committee shall continue as such only so long
as such person remains a director and may be removed at any time, with or
without cause, by a majority of the Board. Any vacancy on any committee may
be filled at any time by the vote of a majority of the Board. In the absence or in case of the disqualification of a member or members
of any such committee, the member or members of such committee present and not
disqualified from voting at a meeting of such committee, whether or not such
person or they constitute a quorum, may unanimously appoint another member of
the Board to act at such meeting in place of any absent or disqualified member. SECTION
4.2. Functions and Powers. Each committee shall have such functions
and powers as the Board shall deem advisable and, subject to any limitations or
restrictions which may be prescribed by resolution of the Board, if an
Executive Committee is designated, it shall have and may exercise all the
powers and authority of the Board in the management of the property, business,
affairs and policies of the Corporation, including the power and authority to
declare dividends and to authorize the issuance of stock of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; provided, however, that no committee shall have the power of
authority to: approve amendments to the Certificate of Incorporation of the
Corporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board as provided in Section 151(a) of the Delaware General Corporation
Law, fix the designations and any of the preferences or rights of such shares
or fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series); adopt agreements of merger or
consolidation; recommend to the stockholders the sale, lease or exchange of all
or substantially all the property and assets of the




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Corporation; recommend to the stockholders the dissolution of the
Corporation or the revocation of such a dissolution; or amend these By-laws. SECTION 4.3. Rules. Subject to the provisions of these By-laws, each
committee by resolution adopted by a majority of all the members thereof shall
fix its rules of procedure. ARTICLE V Officers SECTION 5.1. Election and Appointment and Term of Office. The Corporation
shall have such officers with such titles as shall be stated in a resolution of
the Board, and with such duties as shall be given them as hereinafter provided
or as may otherwise be specifically given them by the Board, but such officers
shall include at least (a) a Chairman of the Board or one or more Vice-Chairmen
of the Board or a Chief Executive Officer or a President, or any or all the
foregoing, and (b) a Secretary or one or more Assistant Secretaries or a
Treasurer or one or more Assistant Treasurers, or any or all of the foregoing.
One of such officers shall have the duty to record the proceedings of the
meetings of stockholders and directors in a book to be kept for that purpose.
Any number of offices may be held by the same person except that at least one
person who holds an office referred to in clause (a) of the second preceding
sentence shall not be the same as at least one person who holds any office
referred to in clause (b) of the second preceding sentence. SECTION 5.2. Resignation, Removal and Vacancies. Any officer may resign at
any time by giving written notice of such persons resignation to the Board.
Any such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein when
accepted by the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective. Any officer, agent or employee elected or appointed by the Board may be
removed, with or without cause, at any time by the Board. Any agent or
employee appointed by an officer may be removed, with or without cause, at any
time by such officer. A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided in these By-laws for election or
appointment to such office. SECTION 5.3. Duties and Functions. If any of the following offices is
created and a person appointed or elected thereto, and unless the Board
otherwise provides, such offices and persons shall have the following duties
and functions:




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(a) Chairman. If a Chairman of the Board is appointed or elected, such
person shall be a member of the Board, shall preside at meetings of the Board
and of the stockholders at which such person shall be present, shall perform
such duties as are incident to the office of the Chairman of the Board, and
shall perform such other duties as may from time to time be prescribed by the
Board. (b) Vice-Chairman. If any Vice-Chairman or Vice-Chairmen of the Board are
appointed or elected, they shall be members of the Board, shall perform such
duties as are incident to the office of the Vice-Chairman of the Board, and
shall perform such other duties as may from time to time be prescribed by the
Board. (c) Chairman of the Executive Committee. If a Chairman of the Executive
Committee is appointed or elected, such person shall be a member of the Board,
shall preside at meetings of the Executive Committee, shall when requested
consult with and advise the other officers of the Corporation, and shall
perform such other duties as may be agreed upon with them or as the Board or
the Executive Committee may from time to time determine. (d) Chief Executive Officer. If a Chief Executive Officer is appointed or
elected, such person shall, subject to the control of the Board, have general
charge and management of the property, business and affairs of the Corporation
and shall have the direction of, and may assign duties to, all other officers
(other than the Chairman and any Vice-Chairman, if either or both is appointed
or elected), agents and employees. (e) President. If a President is appointed or elected, such person shall
have such powers and duties as shall be prescribed by the Chief Executive
Officer, if one is appointed or elected, or the Board. The President shall
report to the Chief Executive Officer. (f) Chief Operating Officer. If any Chief Operating Officer is appointed
or elected, such person shall have such powers and duties as shall be
prescribed by the Chief Executive Officer or the President, if either or both
is appointed or elected, or the Board. (g) Chief Financial Officer. If any Chief Financial Officer is appointed
or elected, such person shall perform all the powers and duties of the offices
of the chief financial officer and chief accounting officer and in general
shall have overall supervision of the financial operations of the Corporation.
The Chief Financial Officer shall also perform such other duties as the Chief
Executive Officer, the President or the Board may from time to time determine. (h) Vice Presidents. If any Vice President or Vice Presidents are
appointed or elected, they shall have such powers and duties as shall be
prescribed by the Chief Executive Officer or the President, if either or both
is appointed or elected, or the




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Board. Vice Presidents for this purpose shall include Senior, Executive,
Assistant and all other categories or types of Vice Presidents. (i) Secretary. If a Secretary is appointed or elected, such person shall
attend and keep the records of all meetings of the stockholders and the Board
in one or more books kept for that purpose, shall give or cause to be given due
notice of all meetings in accordance with these By-laws and as required by law,
shall notify the several officers of the Corporation of all action taken by
the Board concerning matters relating to their duties, shall transmit to the
proper officers copies of all contracts and resolutions approved by the Board
or any committees of the Board, shall be custodian of the seal of the
Corporation and of all contracts, deeds, documents and other corporate papers,
records (except accounting records) and indicia of title to properties owned by
the Corporation as shall not be committed to the custody of another officer by
the Chief Executive Officer or the President, if either or both is appointed or
elected, or the Board, shall affix or cause to be affixed the seal of the
Corporation to instruments requiring the same when the same have been signed on
behalf of the corporation by a duly authorized officer, shall perform all
duties and have all powers incident to the office of Secretary, and shall
perform such other duties as shall be assigned to such person by the Chief
Executive Officer or the President, if either or both is appointed or elected,
or the Board. One or more Assistant Secretaries may be appointed or elected,
who shall perform all the duties and have all the powers of the Secretary in
the absence of or in case of a failure to appoint or elect or when so delegated
by the Secretary, and as the Chief Executive Officer or the President, if
either or both is appointed or elected, or the Board may direct. (j) Treasurer. If a Treasurer is appointed or elected, such person shall
perform the duties incident to the office of Treasurer and such other duties as
shall be assigned to such person by the Chief Executive Officer or the
President, if either or both is appointed or elected, or the Board. One or
more Assistant Treasurers may be appointed or elected who shall perform all the
duties and have all the powers of the Treasurer in the absence of, or in the
case of a failure to appoint or elect, or when so delegated by the Treasurer,
and as the Chief Executive Officer or the President, if either or both is
appointed or elected, or the Board may direct. (k) Controller. If a Controller is appointed or elected, such person shall
perform all the duties incident to the office of Controller and such other
duties as may be assigned to such person by the Chief Executive Officer or the
President, if either or both is appointed or elected., or the Board. One or
more Assistant Controllers may be appointed or elected who shall perform all
the duties and have all the powers of the Controller in the absence of, or in
the case of a failure to appoint or elect, or when so delegated by, the
Controller, and as the Chief Executive Officer or the President, if either of
both is appointed or elected, or the Board may direct.




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ARTICLE VI Waiver of Notices; Place of Meetings SECTION 6.1. Waiver of Notices. Anything herein to the contrary
notwithstanding, whenever notice is required to be given to any director or
member of a committee or stockholder, a waiver thereof in writing, signed by
the person entitled to such notice shall be deemed equivalent to notice,
whether given before or after the time specified therein and, in the case of a
waiver of notice of a meeting, whether or not such waiver specifies the purpose
of or business to be transacted at such meeting. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except where the
person attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and does so object. SECTION 6.2. Place of Meetings. Any meeting of the stockholders, the Board
or any committee may be held within or without the State of Delaware.




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ARTICLE VII Execution and Delivery of Documents; Deposits; Proxies; Books and Records SECTION 7.1. Execution and Delivery of Documents; Delegation. The Board
shall designate the officers, employees and agents of the Corporation who shall
have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Corporation and may authorize such
officers, employees and agents to delegate such power (including authority to
redelegate) by written instrument to other officers, employees or agents of the
Corporation. Such delegation may be by resolution or otherwise and the
authority granted shall be general or confined to specific matters, all as the
Board may determine. In the absence of such designation referred to in the
first sentence of such designation referred to in the first sentence of this
Section, the officers of the Corporation shall have such power so referred to,
to the extent incident to the normal performance of their duties. SECTION 7.2. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board or any officer of the Corporation to whom power in that
respect shall have been delegated by the Board shall select. SECTION 7.3. Proxies in Respect of Stock or Other Securities of Other
Corporations. Unless otherwise provided by the Board, any officer of the
Corporation shall have the authority from time to time to appoint an agent or
agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation, to vote or consent in
respect of such stock or securities and to execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal or
otherwise, such written proxies, powers of attorney or other instruments as
such person may deem necessary or proper in order that the Corporation may
exercise such powers and rights. Such officer may instruct any person or
persons appointed as aforesaid as to the manner of exercising such powers and
rights. SECTION 7.4. Books and Records. The books and records of the Corporation
may be kept at such places within or without the State of Delaware as the
proper officers of the Corporation may from time to time determine.




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ARTICLE VIII Certificates; Stock
Record; Transfer and Registration; New Certificates; Record Date, etc. SECTION 8.1. Certificates for Stock. Every holder of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by such person in the Corporation and designating the class of
stock to which such shares belong, which shall otherwise be in such form as the
Board shall prescribe. Each such certificate shall be signed by, or in the
name of the Corporation by, the Chairman, a Vice-Chairman, the Chief Executive
Officer, the President or a Vice President of the Corporation and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Corporation. Any of or all such signatures may be facsimiles. In case any
authorized officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer or authorized agent
before such certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if such person were such officer or
authorized agent on the date of issue. Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled and a new certificate or
certificates shall not be issued in exchange for any existing certificate until
such existing certificate shall have been so canceled, except in cases provided
for in Section 8.4 of this Article. SECTION 8.2. Stock Record. A stock record in one or more counterparts
shall be kept of the name of the person, firm or corporation owning the stock
represented by each certificate for stock of the Corporation issued, the number
of shares represented by each such certificate, the date of issue thereof and,
in the case of cancellation, the date of cancellation. The person in whose
name shares of stock stand on the stock record of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation. SECTION 8.3. Transfer and Registration of Stock (a) Transfer. The transfer of stock and certificates of stock which
represent the stock of the corporation shall be governed by Article 8 of
Subtitle I of Title 6 of the Delaware Code. (b) Registration. Registration of transfers of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof, or by such persons attorney thereunto authorized by power of attorney
duly executed and filed with an officer of the Corporation, and on the
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by a stock power duly executed.




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SECTION 8.4. New Certificates (a) Lost, Stolen or Destroyed Certificates. Where a stock certificate has
been lost, apparently destroyed or wrongfully taken, the issuance of a new
stock certificate or the claims based on such certificate shall be governed by
Article 8 of Subtitle I of Title 6 of the Delaware Code. (b) Mutilated Certificates. Where the holder of any certificate for stock
of the Corporation notifies the Corporation of the mutilation of such
certificate within a reasonable time after such person has notice of it, the
Corporation will issue a new certificate for stock in exchange for such
mutilated certificate theretofore issued by it. (c) Bond. The Board may, in its discretion, require the owner of the lost,
stolen, destroyed or mutilated certificate to give the Corporation a bond in
such sum, limited or unlimited, in such form and with such surety or sureties
sufficed to indemnify the Corporation against any claim that may be made
against it on account of the loss, theft, destruction or mutilation of any such
certificate or the issuance of any such new certificate. SECTION 8.5. Regulations. The Board may make such rules and regulations as
it may deem expedient, concerning the issue, transfer and registration of
certificates for stock of the Corporation. SECTION 8.6. Fixing Date for Determination of Stockholders of Record. 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 to
express consent to corporate action in writing without a meeting, 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
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days prior to
any other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; (2) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board is
necessary, shall be the day on which the first written consent is expressed;
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto. A determination of stockholders entitled to notice of or to
vote at a meeting of the stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.




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ARTICLE IX Seal SECTION 9.1. Seal. The Corporate seal shall consist of a die bearing the
full name of the Corporation in the outer circle and the legend Corporate Seal
1991 Delaware in the inner circle. This seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE X Fiscal Year SECTION 10.1 Fiscal Year. The fiscal year of the Corporation shall end on
the Saturday closest to December 31 in each year, or such other date as the
Board determines. ARTICLE XI Amendments SECTION 11.1. Amendments. These By-laws may be amended, altered or
repealed by the vote of a majority of the Board, subject to the power of the
holders of 66 2/3 of the outstanding stock of the Corporation entitled to vote
in respect thereof by their vote given at an annual meeting or at any special
meeting, to amend, alter, or repeal any By-law made by the Board. ARTICLE XII Subject to Law SECTION 12.1. Subject to Law. All provisions of these By-Laws are subject
to requirements of applicable law and the Certificate of Incorporation of the
Corporation. ARTICLE XIII Indemnification SECTION 13.1. Power to Indemnify in Actions, Suits or Proceedings Other
Than Those by or in the Right of the Corporation. Subject to Section 13.3 of
this Article XIII, the Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law, any person who is or was a party or
is




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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, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, 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 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 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 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, or with respect to
any criminal action or proceeding, that such person had reasonable cause to
believe that such persons conduct was unlawful. SECTION 13.2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 13.3 of this Article XIII, the
Corporation shall indemnify and hold harmless, to the fullest extent permitted
by applicable law, any person who is or was 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 produce a judgment in its favor by reason of the
fact that he 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, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he 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, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. SECTION 13.3. Authorization of Indemnification. Any indemnification under
this Article XIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 13.1 or Section 13.2 of this Article XIII, as the case may be. Such
determination shall be made (i) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such




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action, suit or proceeding, or (ii) by a committee of such directors
designated by a majority vote of such directors even though less than a quorum,
or (iii) if such a quorum is not obtainable, or, even if it is obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iv) by the stockholders. To the extent, however, that a
director, officer, employee or agent 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, he shall be
indemnified against expenses (including attorneys fees) actually and
reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case. SECTION 13.4. Good Faith Defined. For purposes of any determination under
Section 13.3 of this Article XIII, 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 the expert selected with
reasonable care by the Corporation or another enterprise. The term another
enterprise as used in this Section 13.4 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, employee or agent. The provisions of this
Section 13.4 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 Sections 13.1 or 13.2 of this Article XIII, as
the case may be. SECTION 13.5 Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 13.3 of this Article XIII, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 13.1 and 13.2 of this Article XIII. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standards of conduct
set forth in Sections 13.1 or 13.2 of this Article XIII, as the case may be.
Neither a contrary determination in the specific case under Section 13.3 of
this Article XIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director, officer,
employee or agent seeking indemnification has not met any applicable standard
of conduct. Notice of any application for indemnification pursuant to this
Section 13.5 shall be given to the Corporation promptly upon the filing of such
application. If successful, in whole or in




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part, the director, officer, employee or agent seeking indemnification
shall also be entitled to be paid the expenses of prosecuting such application. SECTION 13.6. Expenses Payable in Advance. Expenses incurred by a director
or officer in defending or investigating a threatened or pending action, suit
or proceeding may 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, officer, employee or agent 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 XIII. SECTION 13.7. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article XIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-Law, 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 their
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 13.1 and 13.2 of this Article XIII shall be made
to the fullest extent permitted by law. The provisions of this Article XIII
shall not be deemed to preclude the indemnification of any person who is not
specified in Section 13.1 or 13.2 of this Article XIII but whom the Corporation
has the power or obligation to indemnify under the provisions of the Delaware
General Corporation Law, or otherwise. SECTION 13.8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, 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 Delaware General Corporation Law or the
provisions of this Article XIII. SECTION 13.9. Certain Definitions. For purposes of this Article XIII
references to the Corporation shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same
position under the




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provisions of this Article XIII with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued. For purposes of this
Article XIII, references to fines shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to serving
at the request of the Corporation shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involved services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner 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 XIII. SECTION 13.10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article XIII shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. SECTION 13.11. Limitation on Indemnification. Notwithstanding anything
contained in this Article XIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 13.5
hereof), the Corporation shall not be obligated to indemnify any director,
officer, employee or agent 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. ARTICLE XIV Interested Directors SECTION
14.1. Interested Directors; Quorum. 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 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 or committee thereof which
authorizes the contract or transaction, or solely because his or their votes
are counted for such purpose, if: (1) the material facts as to such persons
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board 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 (2) the material facts as to such persons
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




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is specifically approved in good faith by vote of the stockholders; or (3)
the contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.