**Exhibit3.2**

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**AMENDEDAND RESTATEDBY-LAWS**

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**OF**

 

**WATSONWYATT WORLDWIDE, INC.(Includes Changes Approved Through July 2008)**

 

# **ARTICLE 1STOCKHOLDERS**

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Section 1.1             Annual Meetings.  An annual meeting of stockholders shall beheld for the election of directors at such date, time and place either withinor without the State of Delaware designated by the Board of Directors from timeto time.  Any other business properlybrought before the meeting may be transacted at the annual meeting.

 

Section 1.2             Special Meetings. Specialmeetings of stockholders may be called at any time by, and only by, thePresident or by the Board of Directors pursuant to a resolution adopted amajority of the members of the Board of Directors, to be held at such date,time and place either within or without the State of Delaware as is stated inthe notice of the meeting.

 

Section 1.3             Nominationsand Stockholder Business.

 

(a)           To properly be brought before anannual meeting of stockholders, nominations of persons for election to theBoard of Directors of the Corporation and the proposal of business to beconsidered by the stockholders at an annual meeting of stockholders must eitherbe (i) specified in the notice of meeting (or any supplement thereto)given by or at the direction of the Board of Directors (or any duly authorizedcommittee thereof), (ii) brought before the annual meeting by or at thedirection of the President, the Chairman of the Board of Directors or by voteof a majority of the full Board of Directors, or (iii)  brought before theannual meeting by any stockholder of the Corporation who is a stockholder ofrecord on the date of the giving of the notice provided for in Section 1.4,who is entitled to vote at the meeting and who complied with the noticeprocedures set forth in this Section 1.3(b).

 

(b)           For nominations or other business tobe properly brought before an annual meeting by a stockholder under this Section 1.3(a),the stockholder must have given timely notice thereof in writing to theSecretary of the Corporation and such business must be a proper subject forstockholder action under the Delaware General Corporation Law (“the DGCL”).  To be timely, a stockholder’s notice must bedelivered to the Secretary at the principal executive offices of theCorporation not less than 120 days prior to the first anniversary of thepreceding year’s annual meeting; provided, however, that if the date of theannual meeting is advanced by more than 40 days or delayed by more than 40 daysfrom such anniversary date, then notice by the stockholder to be timely must bedelivered not later than the close of business on the later of the 120th dayprior to the annual meeting or the 10th day following the day on which publicannouncement is first made of the date of the meeting.  Such stockholder’s notice must set forth 

 

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(i) as toeach person whom the stockholder proposes to nominate for election orreelection as a director, all information relating to such person that isrequired to be disclosed in solicitations of proxies for election of directors,or is otherwise required, in each case pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) (includingsuch person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected); (ii) as to any otherbusiness that the stockholder proposes to bring before the meeting, a briefdescription of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestin such business of such stockholder and the beneficial owner, if any, on whosebehalf the proposal is made; and (iii) as to the stockholder giving thenotice and the beneficial owners, if any, on whose behalf the nomination orproposal is made (A) the name and address of such stockholder, as theyappear on the Corporation’s books, and of such beneficial owner, (B) thenumber of shares of the Corporation which are owned (beneficially or of record)by such stockholder and such beneficial owner, (C) a description of allarrangements or understandings between such stockholder and such beneficialowner and any other person or persons (including their names) in connectionwith the proposal of such business by such stockholder and any materialinterest of such stockholder and of such beneficial owner in such business, and(D) a representation that such stockholder or its agent or designeeintends to appear in person or by proxy at the annual meeting to bring suchbusiness before the meeting.

 

(c)           Notwithstanding anything in this Section 1.3to the contrary, if the number of directors to be elected to the Board ofDirectors of the Corporation is increased and there is no public announcementspecifying the size of the increased Board of Directors made by the Corporationat least 120 days prior to the first anniversary of the preceding year’s annualmeeting, then a stockholder’s notice required by this Section 1.3(b) willalso be considered timely, but only with respect to nominees for any new positionscreated by such increase, if it is delivered to the Secretary at the principalexecutive offices of the Corporation not later than the close of business onthe 10th day following the day on which such public announcement is first madeby the Corporation.

 

(d)           Only such business may be conductedat a special meeting of stockholders as has been brought before the meetingpursuant to the Corporation’s notice of meeting.  Nominations of persons for election to theBoard of Directors may be made at a special meeting of stockholders at whichdirectors are to be elected pursuant to the Corporation’s notice of meeting (i) byor at the direction of the Board of Directors or (ii) by any stockholderof the Corporation who is a stockholder of record at the time of giving thenotice required by Section 1.4, who is entitled to vote at the meeting andwho complies with the notice procedures set forth in this Section 1.3.  Nominations by stockholders of persons forelection to the Board of Directors may be made at such a special meeting ofstockholders if the stockholder’s notice required by this Section 1.3 isdelivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the later of the 120th dayprior to such special meeting or the 10th day following the day on which publicannouncement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.

 

(e)           Only those persons who are nominatedin accordance with the procedures set forth in Section 1.3 will beeligible for election as directors at any meeting of stockholders.  

 

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Only businessbrought before the meeting in accordance with the procedures set forth in this Section 1.3may be conducted at a meeting of stockholders. The chairman of the meeting has the power and duty to determine whethera nomination or any business proposed to be brought before the meeting was madein accordance with the procedures set forth in this Section 1.3 and, ifany proposed nomination or business is not in compliance with this Section 1.3,to declare that such defective proposal shall be disregarded.

 

(f)            For purposes of Section 1.3, “publicannouncement” shall include disclosure in a press release reported by the DowJones News Service, Associated Press, Business Wire, PR Newswire or comparablenational news service or in a document publicly filed by the Corporation withthe Securities and Exchange Commission pursuant to the Exchange Act.

 

(g)           Notwithstanding the foregoingprovisions of this Section 1.3, a stockholder shall also comply with allapplicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth in this Section 1.3.  Nothing in this Section 1.3 shall bedeemed to remove any obligation of stockholders to comply with the requirementsof Rule 14a-8 under the Exchange Act with respect to proposals requestedto be included in the Corporation’s proxy statement pursuant to said Rule 14a-8.

 

Section 1.4             Notice of Meetings.  Whenever stockholders are required orpermitted to take any action at a meeting, a written notice of the meeting mustbe given, stating the place, date and hour of the meeting, and, in the case ofa special meeting, the purpose or purposes for which the meeting iscalled.  Unless otherwise required bylaw, the written notice of any meeting shall be given not less than ten normore than sixty days before the date of the meeting to each stockholderentitled to vote at such meeting.  Ifmailed, such notice shall be deemed to be given when deposited in the UnitedStates mail, postage prepaid, directed to the stockholder at such stockholder’saddress as it appears on the records of the Corporation.

 

Section 1.5             Adjournments. Any meeting ofstockholders, annual or special, may be adjourned from time to time, toreconvene at the same or some other place, and notice need not be given of anysuch adjourned meeting if the time and place thereof are announced at themeeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business whichmight have been transacted at the original meeting.  If the adjournment is for more than thirtydays, or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting must be given to each stockholder ofrecord entitled to vote at the meeting.

 

Section 1.6             Quorum.  At each meeting of stockholders, except whereotherwise required by law, the certificate of incorporation or these by-laws,the holders of a majority of the outstanding shares of stock entitled to voteon a matter at the meeting, present in person or represented by proxy, shallconstitute a quorum. For purposes of the foregoing, where a separate vote byclass or classes is required for any matter, the holders of a majority of theoutstanding shares of such class or classes, present in person or representedby proxy, shall constitute a quorum to take action with respect to that vote onthat matter.  Two or more classes orseries of stock shall be considered a single class if the holders of suchclasses or series of stock are entitled to vote together as a single class at themeeting.  In the absence of a quorum ofthe 

 

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holders of any class ofstock entitled to vote on a matter, the meeting of such class may be adjournedfrom time to time in the manner provided by Sections 1.4 and 1.6 of theseby-laws until a quorum of such class is so present or represented.

 

Section 1.7             Voting; Proxies.    Unless otherwise provided in the certificateof incorporation, each stockholder entitled to vote at any meeting ofstockholders is entitled to one vote for each share of stock held by suchstockholder which has voting power upon the matter in question.  Each stockholder entitled to vote at ameeting of stockholders may authorize another person or persons to act for suchstockholder by proxy, but no such proxy shall be voted or acted upon afterthree years from its date, unless the proxy provides for a longer period.  A duly executed proxy will 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, regardlessof whether the interest with which it is coupled is an interest in the stockitself or an interest in the Corporation generally.  A stockholder may revoke any proxy which isnot irrevocable by attending the meeting and voting in person or by filing aninstrument in writing revoking the proxy or another duly executed proxy bearinga later date with the Secretary.  Votingat meetings of stockholders need not be by written ballot unless so directed bythe chairman of the meeting or the Board of Directors.  At all meetings of stockholders for theelection of directors at which a quorum is present, each director shall beelected by the vote of the majority of the votes cast; provided, that if as ofa date that is five (5) business days in advance of the date thecorporation files its definitive proxy statement (regardless of whether or notthereafter revised or supplemented) with the Securities and Exchange Commissionthe number of nominees exceeds the number of directors to be elected, thedirectors, not exceeding the authorized number of directors as fixed by theBoard of Directors in accordance with the Certificate of Incorporation, shallbe elected by a plurality of the shares represented in person or by proxy atany such meeting and entitled to vote on the election of directors.  For purposes of this Section 1.7, amajority of the votes cast means that the number of shares voted ‘for’ adirector must exceed the number of shares voted ‘against’ that director.    Inall other matters, unless otherwise required by law, the certificate ofincorporation or these by-laws, the affirmative vote of the holders of amajority of the shares present in person or represented by proxy at the meetingand entitled to vote on the subject matter will be the act of the stockholders.Where a separate vote by class or classes is required, the affirmative vote ofthe holders of a majority of the shares of such class or classes present inperson or represented by proxy at the meeting shall be the act of such class orclasses, except as otherwise required by law, the certificate of incorporationor these by-laws.

 

Section 1.8             Organization.  Meetings of stockholders shall be presidedover by the Chairman of the Board, if any, or in the absence of a Chairman ofthe Board, by the President or other person designated by the President.  The Secretary, or in the absence of theSecretary an Assistant Secretary or other person designated by the President,shall act as secretary of the meeting. The order of business at each such meeting shall be as determined by thechairman of the meeting.  The chairman ofthe meeting shall have the right and authority to adjourn a meeting ofstockholders without a vote of stockholders and to prescribe such rules,regulations and procedures and to do all such acts and things as are necessaryor desirable for the proper conduct of the meeting and are not inconsistentwith any rules or regulations adopted by the Board of Directors pursuantto the provisions of the certificate of incorporation, including theestablishment of procedures for the maintenance of order and safety,limitations on the time allotted to questions or comments on the affairs of theCorporation, restrictions on entry to such 

 

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meeting after the timeprescribed for the commencement thereof and the opening and closing of thevoting polls for each item upon which a vote is to be taken.

 

Section 1.9             Inspectors.  Prior to any meeting of stockholders, theBoard of Directors, Chairman of the Board, President or any other officerdesignated by the Board shall appoint one or more inspectors to act at suchmeeting and make a written report of the meeting.  If no inspector or alternate is able to actat the meeting of stockholders, the person presiding at the meeting shallappoint one or more inspectors to act at the meeting.  Each inspector, before entering upon thedischarge of his or her duties, must take and sign an oath faithfully toexecute the duties of inspector with strict impartiality and according to thebest of his or her ability.  Theinspectors shall ascertain the number of shares outstanding and the votingpower of each, determine the shares represented at the meeting and the validityof proxies and ballots, count all votes and ballots, determine and retain for areasonable period a record of the disposition of any challenges made to anydetermination by the inspectors and certify their determination of the numberof shares represented at the meeting and their count of all votes andballots.  The inspectors may appoint orretain other persons to assist them in the performance of their duties. Thedate and time of the opening and closing of the polls for each matter uponwhich the stockholders will vote at a meeting shall be announced at themeeting.  No ballot, proxy or vote, norany revocation thereof or change thereto, may be accepted by the inspectorsafter the closing of the polls.  In determiningthe validity and counting of proxies and ballots, the inspectors shall belimited to an examination of the proxies, any envelopes submitted therewith,any information provided by a stockholder who submits a proxy by telegram,cablegram or other electronic transmission from which it can be determined thatthe proxy was authorized by the stockholder, ballots and the regular books andrecords of the Corporation, and they may also consider other reliableinformation for the limited purpose of reconciling proxies and ballotssubmitted by or on behalf of banks, brokers, their nominees or similar personswhich represent more votes than the holder of a proxy is authorized by therecord owner to cast or more votes than the stockholder holds of record.

 

Section 1.10           Fixing Date for DeterminingStockholders of Record.  In order forthe Corporation to determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment of the meeting, the Board ofDirectors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors, and which record date must be no more than sixty nor less than tendays before the date of such meeting.  Ifno record date is fixed by the Board of Directors, the record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close of businesson the day next preceding the day on which the meeting is held.  A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders will apply to anyadjournment of the meeting, *provided* theBoard of Directors may fix a new record date for the adjourned meeting.  In order for the Corporation to determine thestockholders entitled to receive payment of any dividend or other distributionor allotment of any rights or the stockholders entitled to exercise any rightsin respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the Board of Directors may fix a record date, whichrecord date may not precede the date upon which the resolution fixing therecord date is adopted, and which record date must be no more than sixty daysprior to the action for which a record date is being established.  If no record 

 

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date is fixed, the recorddate for determining stockholders for any such purpose will be at the close ofbusiness on the day on which the Board of Directors adopts the relatedresolution.

 

Section 1.11           List of Stockholders Entitled toVote.  The Secretary will prepare andmake, at least ten days before every meeting of stockholders, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list will be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period ofat least ten days prior to the meeting, either at a place within the city wherethe meeting is to be held, which place must be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to beheld.  The list also must be produced andkept at the time and place of the meeting during the whole time thereof and maybe inspected by any stockholder who is present.

 

# **ARTICLE 2DIRECTORS**

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## Section 2.1             Powers;Number; Qualifications.  The businessand affairs of the Corporation shall be managed by or under the direction ofthe Board of Directors, except as may be otherwise required by law or providedin the certificate of incorporation. The number of directors which shallconstitute the whole Board of Directors shall not be less than 7 nor more than25.  The exact number of directors of theCorporation shall be fixed only by resolution of a majority of the members ofthe Board of Directors from time to time. If the holders of any class or classes of stock or series thereof areentitled by the certificate of incorporation to elect one or more directors,the preceding sentence shall not apply to such directors, and the number ofsuch directors shall be as provided in the terms of such stock.  Directors need not be stockholders.

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Section 2.2. Election;Term of Office; Resignation; Removal; Vacancies.

 

(a)           At each annual meeting of thestockholders of the Corporation from and after the annual meeting of the stockholdersto be held in 2006, each director standing for election shall be elected tohold office for a term expiring at the next annual meeting of stockholders,with such director to hold office until his or her successor is elected andqualified or until his or her earlier resignation or removal.  Notwithstanding the foregoing, for anydirector who is an employee of the Corporation or any of its affiliates at thetime of election to the Board it is a qualification for service as a directorthat such director remain so employed, so that the term of any such directorautomatically will terminate upon termination of such director’s employmentwith the Corporation or such affiliate for any reason, unless the Board, bymajority of the members of the Board of Directors, otherwise determines.

 

(b)           Any director may resign at any timeupon written notice to the Board of Directors or to the Chairman of the Board,if any, or the President.  Suchresignation shall take effect at the time specified in the notice of resignation,and unless otherwise specified in the notice of resignation, no acceptance ofsuch resignation is necessary to make it effective.

 

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(c)           No director may be removed except asprovided in the certificate of incorporation or as provided in Section 2.2(a) ofthese by-laws.

 

(d)           Vacancies and newly createddirectorships resulting from any increase in the authorized number of directors(other than any directors elected in the manner described in the next sentence)or from any other cause shall be filled by, and only by, a majority of thedirectors then in office, although less than a quorum, or by the sole remainingdirector. Whenever the holders of any class or classes of stock or seriesthereof are entitled by the certificate of incorporation to elect one or moredirectors, vacancies and newly created directorships of such class or classesor series may be filled by, and only by, a majority of the directors elected bysuch class or classes or series then in office, or by the sole remainingdirector so elected. A director elected to fill a vacancy shall beelected for the unexpired term of his or her predecessor in office and untilhis or her successor is elected and qualified or until his or her earlier resignationor removal.

 

Section 2.3             Regular Meetings.  Regular meetings of the Board of Directorsmay be held at such places within or without the State of Delaware and at suchtimes as the Board may from time to time determine.

 

Section 2.4             Special Meetings. Specialmeetings of the Board of Directors may be held at any time or place within orwithout the State of Delaware whenever called by a Chairman of the Board, ifany, by the President, or at the request in writing of a majority of themembers of the Board of Directors.

 

## Section 2.5             Noticesof Board of Directors Meetings. Notice of any regular or special meeting, unless waived, must be givenby mail or facsimile or courier to each director at his address as the sameappears on the records of the Corporation not less than one (1) day priorto the day on which such meeting is to be held if such notice is by facsimileor courier, and not less than five (5) business days prior to the day onwhich the meeting is to be held if such notice is by mail.  If the Secretary fails or refuses to givesuch notice, then the notice may be given by the officer or any one of thedirectors making the call.  Any suchmeeting may be held at such place as the Board may fix from time to time or asmay be specified or fixed in such notice. Notice may be waived in writing by any director, either before or afterthe meeting.  Any meeting of the Board ofDirectors will be a legal meeting without any notice having been given, if allthe directors shall be present at the meeting, and no notice of a meeting isrequired to be given to any director who shall attend such meeting.

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## Section 2.6             Quorumand Manner of Acting.  Except asotherwise provided in these by-laws, a majority of the members of the Board ofDirectors constitutes a quorum at any regular or special meeting of the Boardof Directors.  Except as otherwiseprovided by the Delaware General Corporation Law (“DGCL”), the certificate ofincorporation or by these by-laws, the act of a majority of the directorspresent at any meeting at which a quorum is present is the act of the Board ofDirectors.  In the absence of a quorum, amajority of the directors present may adjourn the meeting from time to timeuntil a quorum be had.  Notice of anyadjourned meeting need not be given.

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Section 2.7             Participation in Meetings byConference Telephone Permitted. Members of the Board of Directors, or any committee designated by theBoard, may participate in a meeting of the Board or of such committee, as thecase may be, by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other, and participation in a meeting pursuant to this by-law shallconstitute presence in person at such meeting.

 

Section 2.8             Organization.  Meetings of the Board of Directors will bepresided over by a Chairman of the Board, if any, or in the absence of aChairman of the Board by the President, or in the absence of the President, bya chairman chosen at the meeting.  TheSecretary shall act as secretary of the meeting, but in the absence of theSecretary the chairman of the meeting may appoint any person to act assecretary of the meeting.

 

## Section 2.9             Committeesof Directors.  Any duly constitutedand authorized committee of the Board of Directors may exercise such powers ashave been delegated to it by the Board of Directors, without a meeting by theunanimous execution of an instrument in writing.  The Board of Directors may designate one ormore committees, each committee to consist of one or more of the directors ofthe Corporation which, to the extent provided by resolution of the Board ofDirectors, shall have and may exercise the powers of the Board of Directors inthe management of the business and affairs of the Corporation; but no suchcommittee shall have the power or authority in reference to the followingmatters:  (a) approving or adopting,or recommending to the stockholders, any action or matter expressly required bythe DGCL to be submitted to stockholders for approval or (b) adopting,amending or repealing any by-laws of the Corporation.  Such committees shall have such name or namesas may be determined from time to time by resolution adopted by the Board ofDirectors and, when required by the Board, shall keep regular minutes of theirproceedings and report the same to the Board. Subject to legal or other requirements, Board committees may include oneor more persons who are not directors, *provided*thatto the extent any such committee exercises powers of the Board of Directorsthat have been specifically delegated to it, such committee shall act solely byvote of members of the committee who are also members of the Board ofDirectors.

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## Section 2.10           Compensationof Directors.  Directors who areemployees shall not receive any stated salary for their services as directors,but, pursuant to normal corporate expense reimbursement policies, shall receivereimbursement for expenses of attendance at such meetings; provided that nothingherein contained may be construed to preclude any Director from serving theCorporation in any other capacity and receiving compensation therefore.Directors who are not employees shall receive compensation for their servicesas directors, in such amounts as the Board of Directors from time to timedetermines.

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# **ARTICLE 3OFFICERS**

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## Section 3.1             OfficersDesignated.  The officers of theCorporation shall be elected by the Board of Directors at its annual meeting orany special meeting.  They may include aChairman of the Board and shall include a President, a Secretary, and suchother officers as the 

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## Board of Directorsmay determine.  One person may hold anytwo offices except the offices of President and Secretary.

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## Section 3.2             Tenureof Office.  The officers of theCorporation will hold office until the next annual meeting of the Board ofDirectors and until their respective successors are elected and qualified,except (a) that the term of office of any officer who is an employee ofthe Corporation automatically terminates upon termination of such officer’semployment by the Corporation for any reason and (b) in case of theofficer’s prior resignation, death or removal. The Board of Directors also may remove any officer at any time with orwithout cause by the vote of a majority of the members of the Board ofDirectors.  Additional officers appointedby the President in accordance with Section 3.4 may be removed by thePresident.

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## Section 3.3             Powersand Duties of Officers.  The officersof the Corporation will have such powers and duties in the management of theCorporation as may be prescribed by the Board of Directors or delegated by thePresident and, to the extent not so provided, as generally pertain to theirrespective offices, subject to the control of the Board of Directors.

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## Section 3.4             AdditionalOfficers.  The President of theCorporation may appoint such Assistant Vice Presidents, Assistant Secretaries,Assistant Treasurers, or other Officers, and such agents as the President maydetermine, to hold office for such period, and with such authority and toperform such duties as the President from time to time determines.

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## Section 3.5             Resignations.  Any officer may resign at any time by givingwritten notice to the Board of Directors or to the President or the Secretaryof the Corporation.  Any such resignationwill take effect at the time specified in the notice of resignation.  Unless otherwise specified in the notice ofresignation, the acceptance of such resignation shall not be necessary to makeit effective.

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## Section 3.6             Vacancies.  A vacancy in the office of President orSecretary for any reason must be filled. A vacancy in any other office may be filled.  Any vacancy which is filled will be filledfor the unexpired portion of the term in the same manner in which an officer tofill said office may be chosen pursuant to Sections 3.1, 3.2 and 3.4.

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# **ARTICLE 4SHARES OF STOCK**

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Section 4.1.            Certificates; UncertificatedShares.

 

(a)           The shares of Class A CommonStock of the Corporation shall be represented by certificates.

 

(b)           The Board of Directors of theCorporation may provide by resolution or resolutions from time to time thatsome or all of any or all classes or series of its stock shall be uncertificatedshares, *provided*any such resolution shall notapply to any such shares represented by a certificate previously issued untilsuch certificate is surrendered to the Corporation.  Notwithstanding the adoption of such aresolution or resolutions by the Board of Directors of the 

 

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Corporation, every holderof stock represented by certificates, and upon request every holder ofuncertificated shares, shall be entitled to have a certificate signed by or inthe name of the Corporation by a Chairman of the Board or the President, and bythe Treasurer, Secretary or Assistant Secretary, representing the number ofshares of stock in the Corporation owned by such holder. If such certificate ismanually signed by one officer or manually countersigned by a transfer agent orby a registrar, any other signature on the certificate may be a facsimile.

 

(c)           In case any officer, transfer agentor registrar who has signed or whose facsimile signature has been placed upon acertificate ceases to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effectas if such person were such officer, transfer agent or registrar at the date ofissue.

 

(d)           Certificates representing shares ofstock of the Corporation may bear such legends regarding restrictions ontransfer or other matters as any officer or officers of the Corporation maydetermine to be appropriate and lawful.

 

(e)           If the Corporation is authorized toissue more than one class of stock or more than one series of any class, thepowers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications or restrictions of such preferences and/or rights must be setforth in full or summarized on the face or back of the certificate which theCorporation issues to represent such class or series of stock, *provided*that, except as otherwise required by law, in lieu ofthe foregoing requirements, there may be set forth on the face or back of thecertificate which the Corporation issues to represent such class or series ofstock a statement that the Corporation will furnish without charge to eachstockholder who so requests the powers, designations, preferences and relative,participating, optional or other special rights of such class or series ofstock and the qualifications, limitations or restrictions of such preferencesand/or rights.  Within a reasonableperiod of time after the issuance or transfer of uncertificated shares of anyclass or series of stock, the Corporation will send to the registered owner ofsuch shares a written notice containing the information required by law to beset forth or stated on certificates representing shares of such class or seriesor a statement that the Corporation will furnish without charge to eachstockholder who so requests the powers, designations, preferences and relative,participating, optional or other special rights of such class or series and thequalifications, limitations or restrictions of such preferences and/or rights.

 

(f)            Except as otherwise expresslyprovided by law, the rights and obligations of the holders of uncertificatedshares and the rights and obligations of the holders of certificatesrepresenting stock of the same class and series shall be identical.

 

Section 4.2             Lost, Stolen or Destroyed StockCertificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of anycertificate previously issued by it, alleged to have been lost, stolen ordestroyed.  The Corporation may requirethe owner of the lost, stolen or destroyed certificate, or such owner’s legalrepresentative, to give the Corporation a bond sufficient to indemnify itagainst any claim that may be made against it on account of the alleged loss,theft or destruction of any such certificate or the issuance of such newcertificate.

 

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# **ARTICLE 5MISCELLANEOUS PROVISIONS**

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Section 5.1             Fiscal Year.  The fiscal year of the Corporation will bedetermined by the Board of Directors.

 

Section 5.2             Waiver of Notice of Meetings ofStockholders, Directors and Committees. Whenever notice is required to begiven by law or under any provision of the certificate of incorporation orthese by-laws, a written waiver thereof, signed by the person entitled tonotice, whether before or after the time stated therein, is deemed equivalentto notice.  Attendance of a person at ameeting constitutes a waiver of notice of such meeting, except when the personattends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened.  Neither the businessto be transacted at, nor the purpose of, any regular or special meeting of thestockholders, directors or members of a committee of directors need bespecified in any written waiver of notice unless so required by the certificateof incorporation or these by-laws.

 

## Section 5.3             Facsimiles.  Any copy, facsimile telecommunication orother reliable reproduction of a writing, transmission or signature may besubstituted or used in lieu of the original writing, transmission or signaturefor any and all purposes for which the original writing, transmission orsignature could be used, provided that such copy, facsimile telecommunicationor other reproduction shall be a complete reproduction of the entire originalwriting, transmission or signature, as the case may be.

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## Section 5.4             Booksand Records.  The books of theCorporation may be kept (subject to any provision contained in the DGCL) withinor without the State of Delaware at such place or places as may be designatedfrom time to time by the Board of Directors.

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Section 5.5             Form of Records. Anyrecords maintained by the Corporation in the regular course of its business,including its stock ledger, books of account and minute books, may be kept on,or be in the form of, magnetic tape, photographs, microphotographs or any otherinformation storage device, provided that the records so kept can be convertedinto clearly legible form within a reasonable time. The Corporation shall soconvert any records so kept upon the request of any person entitled to inspectthe same.

 

## Section 5.6             Depositories.  The Board of Directors, the Chairman of theBoard, if any, the President, and such other officers as may be delegatedauthority by the Board of Directors or one of the foregoing officers, and eachof them, may designate the banks, trust companies, or other depositories inwhich shall be deposited from time to time, the money or securities of theCorporation.  In the case of adesignation by the aforementioned officers, any such designation shall requirethe approval of two of such officers, one of whom shall be the Treasurer or theVice President and Chief Financial Officer.

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## Section 5.7             Checks,Drafts, Notes, etc.  All checks,drafts or other orders for the payment of money and all notes or otherevidences of indebtedness issued in the name of the Corporation shall be signedby such officer or officers or agent or agents as from time to time is 

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## designated by theBoard of Directors or by any two of the Chairman of the Board, if any, thePresident, and the Chief Financial Officer, or one of the foregoing officersand another officer elected by the Board of Directors.

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## Section 5.8             Contracts,etc.,  How Executed.  The Board of Directors may authorize anyofficer, agent or agents, to enter into any contract or execute and deliver anyinstrument in the name and on behalf of the Corporation, and such authority maybe general or confined to specific instances.

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## Section 5.9             Stockin Other Corporations.  Any shares ofstock in any other corporation which may from time to time be held by theCorporation may be represented and voted at any meeting of stockholders of suchother corporation by the President, the Treasurer or the Secretary of theCorporation or by any other person or persons thereunto authorized by the Boardof Directors or designated by the President, or by any proxy designated bywritten instrument of appointment executed in the name of this Corporation byits President or by such officers as may be designated by him and attested bythe Secretary or Assistant Secretary.

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## Section 5.10           Indemnification.

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## (a)           Each person who wasor is a party or is threatened to be made a party to or is involved in anyaction, suit or proceeding or alternative dispute resolution procedure, whethercivil, criminal, administrative or investigative (hereinafter a “proceeding”),by reason of the fact that he or she, or a person of whom he or she is thelegal representative, is or was a director or officer of the Corporation or isor was a director or officer serving at the request of the Corporation as adirector, manager, officer, partner, trustee, employee or agent of anothercorporation or of a partnership, limited liability company, joint venture,trust or other enterprise, including service with respect to employee benefitplans, shall be indemnified and held harmless by the Corporation to the fullestextent authorized by the laws of Delaware as the same now or may hereafterexist (but, in the case of any change, only to the extent that such changeauthorizes the Corporation to provide broader indemnification rights than saidlaw permitted the Corporation to provide prior to such change) against allcosts, charges, expenses, liabilities and losses (including attorneys’ fees,judgments, fines, ERISA excise taxes or penalties and amounts paid or to bepaid in settlement) reasonably incurred or suffered by such person inconnection therewith and such indemnification shall continue as to a person whohas ceased to be a director or officer and shall inure to the benefit of his orher heirs, executors and administrators. Until such time as there has been a final judgment to the contrary, aperson shall be presumed to be entitled to be indemnified under this Section 5.10(a).  The right to indemnification conferred inthis Section shall be a contract right and shall include the right to bepaid by the Corporation the expenses incurred in defending any such proceedingin advance of its final disposition upon receipt by the Corporation of an undertaking,by or on behalf of such director or officer, to repay all amounts so advancedif it shall ultimately be determined that the director or officer is notentitled to be indemnified under this Section or otherwise.  The Corporation may, by action of its Boardof Directors, provide indemnification to employees and agents of theCorporation with the same scope and effect as the foregoing indemnification ofdirectors and officers.  Notwithstandinganything contained in this Section 5.10, except for proceedings to enforcerights provided in this Section 5.10, the Corporation shall not beobligated under this Section 5.10 to provide any indemnification or anypayment or reimbursement of expenses to any director, 

 

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## officer or otherperson in connection with a proceeding (or part thereof) initiated by suchperson (which shall not include counterclaims or crossclaims initiated byothers) unless the Board of Directors has authorized or consented to such proceeding(or part thereof) in a resolution adopted by the Board

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### (b)           If a claim undersubsection (a) of this Section is not paid in full by the Corporationwithin thirty days after a written claim has been received by the Corporationthe claimant may at any time thereafter bring suit against the Corporation torecover the unpaid amount of the claim and, if successful in whole or in part,the claimant shall also be entitled to be paid the expense of prosecuting suchclaim.  It shall be a defense to anyaction (other than an action brought to enforce a claim for expenses incurredin defending any proceeding in advance of its final disposition where therequired undertaking has been tendered to the Corporation) that the claimanthas failed to meet a standard of conduct which makes it permissible toindemnify the claimant for the amount claimed, but the burden of proving suchdefense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors,independent legal counsel, or its stockholders) to have made a determinationprior to the commencement of such action that indemnification of the claimantis permissible in the circumstances because he or she has met such standard ofconduct, nor an actual determination by the Corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) that the claimanthas not met such standard of conduct, nor the termination of any proceeding byjudgment, order, settlement, conviction or upon a plea of nolo contendere orits equivalent, shall be a defense to the action or create a presumption thatthe claimant has failed to meet the required standard of conduct.

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### (c)           The right toindemnification and the payment of expenses incurred in defending a proceedingin advance of its final disposition conferred in this Section shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, provision of the Certificate of Incorporation, by-laws,agreement, vote of stockholders or disinterested directors or otherwise.

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### (d)           The Corporation maymaintain insurance, at its expense, to protect itself and any director,manager, officer, partner, trustee, employee or agent of the Corporation oranother corporation, partnership, limited liability company, joint venture,trust or other enterprise against any expense, liability or loss, whether ornot the Corporation would have the power to indemnify such person against suchexpense, liability or loss under Delaware law.

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### (e)           To the extent thatany director, officer, employee or agent of the Corporation is by reason ofsuch position, or a position with another entity at the request of theCorporation, a witness in any proceeding, he or she shall be indemnifiedagainst all costs and expenses actually and reasonably incurred by him or heror on his or her behalf in connection therewith.

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### (f)            Notwithstanding anyamendment of this section which may have been approved by the stockholders,this section may be added to, altered, amended or repealed pursuant to Section 5.11of these by-laws.

 

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### (g)           Any amendment,repeal or modification of any provision of this Section by thestockholders or the directors of the Corporation shall not adversely affect anyright or protection of a director or officer of the Corporation existing at thetime of such amendment, repeal or modification.

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Section 5.11           Amendment of By-Laws.  These by-laws may be amended, modified orrepealed, and new by-laws may be adopted at any time, by the Board ofDirectors.  Stockholders of theCorporation may adopt additional by-laws and amend, modify or repeal any by-lawwhether or not adopted by them, but only in accordance with Article 6 ofthe certificate of incorporation.

 

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