**By-Laws**





**OF**





**The
      Student Loan Corporation**





***(as
      amended through August 2, 2007)***





**Article
      i**





**Stockholders**





Section
      1.01.  Annual
      Meetings.  An annual meeting of stockholders of the corporation
      shall be held for the election of directors of the corporation at such date,
      time and place either within or without the State of Delaware as may be
      designated by the Board of Directors of the corporation from time to
      time.  Any other proper business may be transacted at the annual
      meeting.





Section
      1.02.  Special
      Meetings.  Special meetings of stockholders of the corporation may
      be called at any time by the Board of Directors, to be held at such date, time
      and place either within or without the State of Delaware as may be stated in
      the
      notice of the meeting.





Section
      1.03. Notice of
      Meetings.  Whenever stockholders of the corporation are required
      or permitted to take any action at a meeting, a written notice of the meeting
      shall be given, which shall state the place, date and hour of the meeting,
      and,
      in the case of a special meeting, the purpose or purposes for which the meeting
      is called.  Unless otherwise provided by law, the written notice of
      any meeting of stockholders of the corporation shall be given not less than
      10
      nor more than 60 days before the date of the meeting to each stockholder
      entitled to vote at such meeting.  If mailed, such notice shall be
      deemed to be given when deposited in the United States mail, postage prepaid,
      directed to the stockholder at such stockholder’s address as it appears on the
      records of the corporation.





Section
      1.04.  Adjournments.  Any
      meeting of stockholders of the corporation, annual or special, may adjourn
      from
      time to time, 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.  Any business which might have been transacted at the original
      meeting may be transacted at the adjourned meeting.  If the
      adjournment is for more than 30 days, or if after the adjournment a new record
      date is fixed for the adjourned meeting, a notice of the adjourned meeting
      shall
      be given to each stockholder of record entitled to vote at the
      meeting.





Section
      1.05.  Quorum.  At
      each meeting of stockholders of the corporation, except where otherwise provided
      by law or the certificate of incorporation of the corporation (the “Certificate
      of Incorporation”) or these By-laws, the holders of a majority of the
      outstanding shares of each class of stock entitled to vote at the meeting,
      present in person or represented by proxy shall constitute a
      quorum.  For purposes of the foregoing, two or more classes or series
      of stock shall be considered a single class if the holders thereof are entitled
      to vote together as a single class at the meeting.  In the absence of
      a quorum the stockholders so present may, by majority vote, adjourn the meeting
      from time to time in the manner provided by Section 1.04 of these By-laws until
      a quorum shall attend.  Shares of capital stock of the corporation
      belonging on the record date for the meeting to the corporation or to another
      corporation, a majority of the shares entitled to vote in the election of
      directors of which is hold, directly or indirectly, by the corporation, shall
      neither be entitled to vote nor be counted for quorum purposes;
*provided*, *however*, that the foregoing shall not limit the
      right of the corporation to vote stock, including but not limited to it own
      stock, hold by it in a fiduciary capacity.





Section
      1.06. Organization.  Meetings
      of stockholders of the corporation shall be presided over by the Chairman of
      the
      Board of the corporation, if any, or, in the absence of the Chairman of the
      Board, by the Vice Chairman of the Board of the corporation, if any, or, in
      the
      absence of the Vice Chairman of the Board, by the President of the corporation
      or, in the absence of the President, by a Vice President of the corporation
      or,
      in the absence of such designation, by a chairman chosen at the
      meeting.  The Secretary of the corporation or, in the absence of the
      Secretary, an Assistant Secretary of the corporation shall act as secretary
      of
      the meeting.  In the absence of the foregoing persons, the chairman of
      the meeting may appoint any person to act as secretary of the
      meeting.





Section
      1.07.  Voting:  Proxies.  Unless
      otherwise provided in the Certificate of Incorporation, each stockholder
      entitled to vote at any meeting of stockholders of the corporation shall be
      entitled to one vote for each share of stock held by such stockholder which
      has
      voting power upon the matter in question.  Each stockholder entitled
      to vote at a meeting of stockholders of the corporation may authorize another
      person or persons to act for such stockholder by proxy, but no such proxy shall
      be voted or acted upon after three years from its date, unless the proxy
      provides for a longer period.  A duly executed proxy shall be
      irrevocable if it states that it is irrevocable and if, and only as long as,
      it
      is coupled with an interest sufficient in law to support an irrevocable
      power.  A stockholder may revoke any proxy which is not irrevocable by
      attending the meeting and voting in person or by filing an instrument in writing
      revoking the proxy or another duly executed proxy bearing a later date with
      the
      Secretary of the corporation.  Except as required by law, voting at
      meetings of stockholders of the corporation need not be by written
      ballot.  At all meetings of the stockholders for the election of
      directors of the corporation a plurality of the votes cast shall be sufficient
      to elect.  With respect to other matters, unless otherwise provided by
      law or by the Certificate of Incorporation or these By-laws, the affirmative
      vote of the holders of a majority of the shares of all classes of stock present
      in person or represented by proxy at the meeting and entitled to vote on the
      subject matter shall be the act of the stockholders of the
      corporation.  Where a separate vote by class is required, the
      affirmative vote of the holders of a majority of the shares of each class
      present in person or represented by proxy at the meeting shall be the act of
      such class, except as otherwise provided by law or by the Certificate of
      Incorporation or these By-laws.





Section
      1.08.  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 of the corporation or any adjournment thereof,
      entitled to receive payment of any dividend or other distribution or allotment
      of any rights, entitled to exercise any rights in respect of any change,
      conversion or exchange of stock or for the purpose of any other lawful action,
      the Board of Directors may fix, in advance, a record date, which 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 of the corporation shall
      be at
      the close of business on the day next preceding the day on which notice is
      given
      or, if notice is waived, at the close of business on the day next preceding
      the
      day on which the meeting is held.  A determination of stockholders of
      record entitled to notice of or to vote at a meeting of stockholders of the
      corporation shall apply to any adjournment of the meeting; *provided*,
*however*, that the Board of Directors may fix a new record date
      for the
      adjourned meeting; and (2) the record date for determining stockholders of
      the
      corporation for any other purpose shall be at the close of business on the
      day
      on which the Board of Directors adopts the resolution relating
      thereto.





Section
      1.09. List of
      Stockholders Entitled To Vote.  The Secretary of the corporation
      shall prepare and make, at least 10 days before every meeting of stockholders
      of
      the corporation, a complete list of the stockholders entitled to vote at the
      meeting, arranged in alphabetical order, and showing the address of each
      stockholder and the number of shares registered in the name of each
      stockholder.  Such list shall be open to the examination of any
      stockholder of the corporation, 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 place within the city where the meeting is to be held, which place
      shall be specified in the notice of the meeting, or, if not so specified, at
      the
      place where the meeting is to be held.  The list shall also be
      produced and kept at the time and place of the meeting during the whole time
      thereof and may be inspected by any stockholder of the corporation who is
      present.





Section
      1.10.  Voting
      Procedures and Inspectors of Elections.  The corporation shall, in
      advance of any meeting of stockholders, appoint one or more inspectors to act
      at
      the meeting and make a written report thereof.  The corporation may
      designate one of more persons as alternate inspectors to replace any inspector
      who fails to act.  If no inspector or alternate is able to act at a
      meeting of stockholders, the person presiding at the meeting shall appoint
      one
      or more inspectors to act at the meeting.  Each inspector, before
      entering upon the discharge of his duties in accordance with the provisions
      of
      the General Corporation Law of the State of Delaware, shall take and sign an
      oath faithfully to execute the duties of inspector with strict impartiality
      and
      according to the best of his ability.





The
      date and time of the opening and
      closing of the polls for each matter upon which the stockholders will vote
      at a
      meeting shall be announced at the meeting.  No ballot, proxies or
      votes, nor any revocations thereof or changes thereto, shall be accepted by
      the
      inspectors after the closing of the polls except as provided under the General
      Corporation Law of the State of Delaware.





In
      determining the validity and
      counting of proxies and ballots, the inspectors shall be limited to an
      examination of the proxies, any envelopes submitted with those proxies, any
      information provided in accordance with the provisions of the General
      Corporation Law of the State of Delaware, ballots and the regular books, and
      records of the corporation, except that the inspectors may consider other
      reliable information for the limited purpose of reconciling proxies and ballots
      submitted by or on behalf of banks, brokers, their nominees or similar persons
      which represent more votes than the holder of a proxy is authorized by the
      record owner to cast or more votes than the stockholder holds of
      record.  If the inspectors consider other reliable information for the
      limited purpose permitted herein, the inspectors at the time they make their
      certification shall specify the precise information considered by them including
      the person or persons from whom they obtained the information, when the
      information was obtained and the basis for the inspectors’ belief that such
      information is accurate and reliable.





Section
      1.11.                                           Notice
      of Stockholder Business and Nominations





A.
            Annual
                Meetings of Stockholders.





(1)  Nominations of persons for election to the Board of
      Directors and the proposal of business to be considered by the stockholders
      may
      be made at an annual meeting of the stockholders (a) pursuant to the
      corporation’s notice of meeting, (b) by or at the direction of the Board of
      Directors or (c) by any stockholder of the corporation who was a stockholder
      of
      record at the time of giving of notice provided for in this section, who is
      entitled to vote at the meeting and who complies with the notice procedures
      set
      forth in this section.





(2)  For
      nominations or other
      business to be properly brought before an annual meeting by a stockholder
      pursuant to clause (c) of paragraph (A)(1) of this section, the stockholder
      must
      have given timely notice thereof in writing to the Secretary of the corporation
      and such other business must otherwise be a proper matter for stockholder
      action.  To be timely, a stockholder’s notice shall be delivered to
      the Secretary at the principal executive offices of the corporation not later
      than the close of business on the 60th day nor earlier than the close of
      business on the 90th day prior to the first anniversary of the preceding year’s
      annual meeting; provided, however, that in the event that the date of the annual
      meeting is more than 30 days before or more than 60 days after such anniversary
      date, notice by the stockholder to be timely must be so delivered not earlier
      than the close of business on 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 or the close of business on the tenth day following the day
      on
      which public announcement of the date of such meeting is first made by the
      corporation.  Such stockholder’s notice shall set forth (a) as to each
      person whom the stockholder proposes to nominate for election or reelection
      as a
      director all information relating to such person that is required to be
      disclosed in solicitations of proxies for election of directors, or is otherwise
      required, in each case pursuant to Regulation 14A under the Securities Exchange
      Act of 1934, as amended (The “Exchange Act”) (including such person’s written
      consent to being named in the proxy statement as a nominee and to serving as
      a
      director if elected); (b) as to any other business that the stockholder proposes
      to bring before the meeting, a brief description of the business desired to
      be
      brought before the meeting, the reasons for conducting such business at the
      meting and any material interest in such business of such stockholder and the
      beneficial owner, if any, on whose behalf the proposal is made; and (c) as
      to
      the stockholder giving the notice and the beneficial owner, if any, on whose
      behalf the nomination or proposal is made (i) the name and address of such
      stockholder, as they appear on the corporation’s books, and of such beneficial
      owner and (ii) the class and number shares of the corporation that are owned
      beneficially and held of record by such stockholder and such beneficial
      owner.





(3)
 Notwithstanding
      anything in
      the second sentence of paragraph (A) (2) of this section to the contrary, in
      the
      event that the number of directors to be elected to the Board of Directors
      of
      the corporation is increased and there is no public announcement by the
      corporation naming all of the nominees for director or specifying the size
      of
      the increased Board of Directors at least 70 days prior to the first anniversary
      of the preceding year’s annual meeting (or, if the annual meeting is held more
      than 30 days before or 60 days after such anniversary date, at least 70 days
      prior to such annual meeting), a stockholder’s notice required by this section
      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
      at
      the principal executive office of the corporation not later than the close
      of
      business on the tenth day following the day on which such public announcement
      is
      first made by the corporation.





B.   Special Meetings of Stockholders.  Only
      such business shall be conducted at a meeting of stockholders as shall have
      been
      brought before the meeting pursuant to the corporation’s notice of
      meeting.  Nominations of persons for election to the Board of
      Directors may be made at a special meeting of stockholders at which directors
      are to be elected pursuant to the corporation’s notice of meeting (a) by or at
      the direction of the Board of Directors or (b) provided that the Board of
      Directors has determined that directors shall be elected at such meeting, by
      any
      stockholder of the corporation who is a stockholder of record at the time of
      giving of notice of the special meeting, who shall be entitled to vote at the
      meeting and who complies with the notice procedures set forth in this
      section.  In the event the corporation calls a special meeting of
      stockholders for the purpose of electing one more directors to the Board of
      Directors, 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 required by paragraph (A)(2) of
      this section shall be delivered to the Secretary 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 or the tenth day following the day on which public
      announcement is first made of the date of the special meeting and of the
      nominees proposed by the Board of Directors to be elected at such
      meeting.





C.   General.





(1)  Only
      such persons who
      are nominated in accordance with the procedures set forth in this section shall
      be eligible to serve as directors and only such business shall be conducted
      at a
      meeting of stockholders as shall have been before the meeting in accordance
      with
      the procedures set forth in this section.  Except as otherwise
      provided by law or these by-laws, the chairman of the meeting shall have the
      power and duty to determine whether a nomination or any business proposed to
      be
      brought before the meeting was made or proposed, as the case may be, in
      accordance with the procedures set forth in this section and, if any proposed
      nomination or business is not in compliance herewith to declare that such
      defective proposal or nomination shall be disregarded.





(2)
 For
      purposes of this section,
“public announcement” shall mean disclosure in a press release reported by the
      Dow Jones News Service, Associated Press or comparable national news service
      or
      in a document publicly filed by the corporation with the Securities and Exchange
      Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.





(3) Notwithstanding
      the foregoing
      provisions of this section, a stockholder shall also comply with all applicable
      requirements of the Exchange Act and the rules and regulations thereunder with
      respect to the matters set forth herein.  Nothing in this section
      shall be deemed to affect any rights (i) of stockholders to request inclusion
      of
      proposal in the corporation’s proxy statement pursuant to Rule 14a-8 under the
      Exchange Act or (ii) of the holders of any series of Preferred Stock to elect
      directors under specified circumstances.





**Article
      II**





**Board
      of Directors**





Section
      2.01.  Power;
      Number; Qualifications.  The business and affairs of the
      corporation shall be managed by or under the direction of the Board of
      Directors, except as may be otherwise provided by law or in the Certificate
      of
      Incorporation.  The Board of Directors shall consist of one or more
      members, the number thereof to be determined from time to time by the
      Board.  Directors need not be stockholders.





Section
      2.02. Election; Term of
      Office; Resignation; Removal; Vacancies.  Each director of the
      corporation shall hold office until the annual meeting of stockholders of the
      corporation next succeeding his or her election (or, if the directors are
      divided into classes, until the annual meeting of stockholders in the year
      in
      which the term of the applicable class expires) and until his or her successor
      is elected and qualified or until his or her earlier resignation or
      removal.  Any director of the corporation may resign at any time upon
      written notice to the Board of Directors or to the President or Secretary of
      the
      corporation.  Such resignation shall take effect at the time specified
      therein, and unless otherwise specified therein no acceptance of such
      resignation shall be necessary to make it effective.  Any director of
      the corporation or the entire Board of Directors may be removed, for cause,
      by
      the holders of a majority of the shares then entitled to vote at an election
      of
      directors of the corporation.  Subject to the rights of the holders of
      any class or series of Preferred Stock, and except as otherwise determined
      by
      the Board of Directors or required by law, newly created directorships resulting
      from any increase in the authorized number of directors or any vacancies in
      the
      Board of Directors resulting from death, resignation, retirement,
      disqualification, removal from office or other cause may be filled only by
      a
      majority vote of the directors then in office, though less than a quorum, and
      any director so chosen shall hold office until the annual meeting of
      stockholders next succeeding his or her election (or, if the directors are
      divided into classes, until the annual meeting of stockholders in the year
      in
      which the term of the applicable class expires) and until such director’s
      successor shall have been duly elected and qualified.  At any time
      when the directors are divided into classes, a majority of the directors then
      in
      office, though less than a quorum, may change the classification of any director
      then in office in order to provide for more closely equivalent numbers of
      directors in each class.  No such reclassification, and no decrease in
      the number of authorized directors constituting the board, shall shorten the
      term of any incumbent director without his or her consent.





Section
      2.03. Regular
      Meetings.  Regular meetings of the Board of Directors may be held
      at such places within or without the State of Delaware and at such times as
      the
      Board of Directors may from time to time determine, and if so determined notice
      thereof need not be given.








Section
      2.04.  Special
      Meetings.  Special meetings of the Board of Directors may be held
      at any time or place within or without the State of Delaware whenever called
      by
      the Chairman of the Board of the corporation, if any, by the Vice Chairman
      of
      the Board of the corporation, if any, by the President of the corporation or
      by
      any two directors of the corporation.  Reasonable notice (which may be
      given telephonically) thereof shall be given by the person or persons calling
      the meeting.





Section
      2.05.  Participation
      in Meetings by Conference Telephone Permitted.  Unless otherwise
      restricted by the Certificate of Incorporation or these By-laws, members of
      the
      Board of Directors, or any committee designated by the Board of Directors,
      may
      participate in a meeting of the Board of Directors or of such committee, as
      the
      case may be, by means of conference telephone or similar communications
      equipment by means of which all persons participating in the meeting can hear
      each other, and participation in a meeting pursuant to this By-law shall
      constitute presence in person at such meeting.





Section
      2.06.  Quorum: Vote
      Required for Action.  At all meetings of the Board of Directors
      one-third of the entire Board of Directors shall constitute a quorum for the
      transaction of business.  The vote of a majority of the directors of
      the corporation present at a meeting at which a quorum is present shall be
      the
      act of the Board of Directors unless the Certificate of Incorporation or these
      By-laws shall require a vote of a greater number.  In case at any
      meeting of the Board of Directors a quorum shall not be present, the members
      of
      the Board of Directors present may adjourn the meeting from time to time until
      a
      quorum shall attend.





Section
      2.07.  Organization.  Meetings
      of the Board of Directors shall be presided over by the Chairman of the Board
      of
      the corporation, if any, or, in the absence of the Chairman of the Board of
      the
      corporation, by the Vice Chairman of the Board of the corporation, if any,
      or,
      in the absence of the Vice chairman of the Board, by the President of the
      corporation or, in their absence, by a chairman chosen at the
      meeting.  The Secretary of the corporation or, in the absence of the
      Secretary, an Assistant Secretary of the corporation shall act as secretary
      of
      the meeting, but in the absence of the Secretary and any Assistant Secretary
      the
      chairman of the meeting may appoint any person to act as secretary of the
      meeting.





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





Section
      2.09. Compensation of
      Directors.  The Board of Directors shall have the authority to fix
      the compensation of directors of the corporation.





**Article
      III**





**Committees**





Section
      3.01. Committees.  The
      Board of Directors may, by resolution passed by a majority of the whole Board,
      designate one or more committees, each committee to consist of one or more
      of
      the directors of the corporation.  The Board of Directors may
      designate one or more directors of the corporation as alternate members of
      any
      committee, who may replace any absent or disqualified member at any meeting
      of
      the committee.  In the absence of disqualification of a member of a
      committee, the member or members thereof present at any meeting and not
      disqualified from voting, whether or not such member or members constitute
      a
      quorum, may unanimously appoint another member of the Board of Directors to
      act
      at the meeting in place of any such absent or disqualified
      member.  Any such committee, to the extent provided in the resolution
      of the Board of Directors, shall have and may exercise all the powers and
      authority of the Board of Directors in the management of the business and
      affairs of the corporation, and may authorize the seal of the corporation to
      be
      affixed to all papers which may require it; but no such committee shall have
      power or authority in reference to amending the Certificate of Incorporation
      (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
      of Directors as provided in subsection (a) of Section 151 of the General
      Corporation Law of the State of Delaware, fix the designations and any of the
      preferences or rights of such shares relating to dividends, redemption,
      dissolution, any distribution of assets of the corporation or the conversion
      into, or the exchange of such shares for, shares of any other class or classes
      of any other series of the same or any other class or classes of stock of the
      corporation or fix the number of shares of any series of stock or authorize
      the
      increase or decrease of the shares of any series), adopting an agreement of
      merger or consolidation with respect to the corporation, recommending to the
      stockholders of the corporation the sale, lease or exchange of all or
      substantially all of the corporation’s property and assets, recommending to the
      stockholders of the corporation a dissolution or a revocation of dissolution
      of
      the corporation, or amending these By-laws; and, unless the resolution expressly
      so provides, no such committee shall have the power or authority to declare
      a
      dividend, to authorize the issuance of stock or to authorize a certificate
      of
      ownership and merger pursuant to Section 253 of the General Corporation Law
      of
      the State of Delaware.





Section
      3.02. Committee
      Rules.  Unless the Board of Directors otherwise provides, each
      committee designated by the Board of Directors may adopt, amend and repeal
      rules
      for the conduct of its business.  In the absence of a provision by the
      Board of Directors or a provision in the rules of such committee to the
      contrary, a majority of the entire authorized number of members of such
      committee shall constitute a quorum for the transaction of business, the vote
      of
      a majority of the members present at a meeting at the time of such vote if
      a
      quorum is then present shall be the act of such committee, and in other respects
      each committee shall conduct its business in the same manner as the Board of
      Directors conducts its business pursuant to Article II of these
      By-laws.





**Article
      IV**





**Officers**





Section
      4.01.  Officers:  Election.  The
      Board of Directors shall elect a President and a Secretary of the corporation,
      and it may, if it so determines, elect from among its members a Chairman of
      the
      Board and a Vice Chairman of the Board of the corporation.  The Board
      of Directors may also elect one or more Vice Presidents of the corporation,
      one
      or more Assistant Vice Presidents of the corporation, one more Assistant
      Secretaries of the corporation, a Treasurer of the corporation and one more
      Assistant Treasurers of the corporation and such other officers of the
      corporation as the Board of Directors may deem desirable or appropriate and
      may
      give any of them such further designations or alternate titles as it considers
      desirable.  Any number of offices may be held by the same
      person.





Section
      4.02. Term of Office;
      Resignation; Removal; Vacancies.  Except as otherwise provided in
      the resolution of the Board of Directors electing any officer of the
      corporation, each such officer shall hold office at the pleasure of the Board
      of
      Directors. Any officer of the corporation may resign at any time upon written
      notice to the Board of Directors or to the President or the Secretary of the
      corporation.  Such resignation shall take effect at the time specified
      therein, and unless otherwise specified therein no acceptance of such
      resignation shall be necessary to make it effective.  The Board of
      Directors may remove any officer of the corporation with or without cause at
      any
      time.  Any such removal shall be without prejudice to the contractual
      rights of such officer, if any, with the corporation, but the election of an
      officer of the corporation shall not of itself create contractual
      rights.  Any vacancy occurring in any office of the corporation by
      death, resignation, removal or otherwise may be filled by the Board of Directors
      at any regular or special meeting.





Section
      4.03. Powers and
      Duties.  The officers of the corporation shall have such powers
      and duties in the management of the corporation as shall be stated in these
      By-laws or in a resolution of the Board of Directors which is not inconsistent
      with these By-laws and, to the extent not so stated, as generally pertain to
      their respective offices, subject to the control to the Board of
      Directors.  The Secretary of the corporation shall have the duty to
      record the proceedings of the meetings of the stockholders of the corporation,
      the Board of Directors and any committees thereof in a book to be kept for
      that
      purpose.  The Board of Directors may require any officer, agent or
      employee of the corporation to give security for the faithful performance of
      his
      or her duties.





**Article
      V**





**Stock**





Section
      5.01. Certificates.****The
      shares of the corporation shall be represented by a certificate or shall be
      uncertificated and shall be entered in the books of the corporation and
      registered as they are issued.  Certificates of stock, or other
      receipts and securities representing an interest in the capital of the
      corporation, shall bear the signature of the Chairman or Vice Chairman of the
      Board of Directors, if any, or the President or any Vice President of the
      corporation, and bear the countersignature of the Secretary or any Assistant
      Secretary or the Treasurer or any Assistant Treasurer of the corporation
      certifying the number of shares owned by such holder in the
      corporation.  Any signature on the certificate may be a
      facsimile.  In case any officer, transfer agent or registrar who has
      signed or whose facsimile signature has been placed upon a certificate shall
      have ceased to be such officer, transfer agent, or registrar before such
      certificate is issued, it may be issued by the corporation with the same effect
      as if such person were such officer, transfer agent or registrar at the date
      of
      issue.





The
      Board
      of Directors may appoint one or more transfer agents and registrars, and may
      require all stock certificates, certificates representing any rights or options,
      and any written notices or statements relative to uncertificated stock to be
      signed by such transfer agents acting on behalf of the corporation and by such
      registrars.





Within
      a
      reasonable time after the issuance or transfer of uncertificated stock, the
      Corporation shall send to the registered owner thereof a written notice
      containing the information required to be set forth or stated on certificates
      pursuant to the Delaware General Corporation Law or a statement that the
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative participating, optional or other
      special rights of each class of stock or series thereof and the qualifications,
      limitations or restrictions of such preferences and/or rights.





Upon
      surrender to the Corporation or the transfer agent of the Corporation of a
      certificate for shares duly endorsed or accompanied by proper evidence of
      succession, assignation or authority to transfer, it shall be the duty of the
      Corporation to issue a new certificate or evidence of the issuance of
      uncertificated shares to the person entitled thereto, cancel the old certificate
      and record the transaction upon the Corporation’s books.  Upon the
      receipt of proper transfer instructions from the registered owner of
      uncertificated shares, such uncertificated shares shall be cancelled, issuance
      of new equivalent uncertificated shares or certificated shares shall be made
      to
      the person entitled thereto and the transaction shall be recorded upon the
      books
      of the Corporation.





The
      Corporation shall be entitled to treat the holder of record of any share or
      shares of stock as the holder in fact thereof, and accordingly shall not be
      bound to recognize any equitable or other claim to or interest in such share
      or
      shares on the part of any other person, whether or not it shall have express
      or
      other notice thereof, save as expressly provided by the laws of the State of
      Delaware.





Section
      5.02. Lost, Stolen or
      Destroyed Stock Certificates; Issuance of New Certificates.  In
      the case of a loss or the destruction of a certificate of stock, a new
      certificate of stock or uncertificated shares may be issued in its place upon
      satisfactory proof of such loss or destruction and the giving of a bond of
      indemnity, unless waived, approved by the Board of Directors.








**Article
      VI**





**Miscellaneous**





Section
      6.01. Fiscal
      Year.  The fiscal year of the corporation shall be the calendar
      year, unless otherwise determined by the Board of Directors.





Section
      6.02. Seal  The
      corporation may have a corporate seal which shall have the name of the
      corporation inscribed thereon and shall be in such form as may be approved
      from
      time to time by the Board of Directors.  The corporate seal may be
      used by causing it or a facsimile thereof to be impressed or affixed or in
      any
      other manner reproduced.





Section
      6.03. Waiver of Notice
      of Meetings of Stockholders, Directors and Committees.  Whenever
      notice is required to be given by law or under any provision of the Certificate
      of Incorporation or these By-laws, a written waiver thereof, signed by the
      person entitled to notice, whether before or after the time stated therein,
      shall be deemed equivalent to notice.  Attendance of a person at a
      meeting shall constitute a waiver of notice of such meeting, except when the
      person attends a meeting for the express purpose of objecting, at the beginning
      of the meeting, to the transaction of any business because the meeting is not
      lawfully called or convened.  Neither the business to be transacted
      at, nor the purpose of, any regular or special meeting of the stockholders
      of
      the corporation, the Board of Directors or members of a committee thereof need
      be specified in any written waiver of notice unless so required by the
      Certificate of Incorporation or there By-laws.





Section
      6.04. Form of
      Records.   Any records 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 other information storage device; *provided* that
      the records so kept can be converted into clearly legible form within a
      reasonable time.  The corporation shall so convert any records so kept
      upon the request of any person entitled to inspect the same.





Section
      6.05. Amendment of
      By-laws.  These By-laws may be amended or repealed, and new
      By-laws adopted, by the Board of Directors, and by the stockholders of the
      corporation entitled to vote to the extent and in the manner provided by
      applicable law.





**Article
      VII**





**Indemnification
      of Directors and Officers**





Section
      7.01. Right to
      Indemnification.  Each person who was or is made a party or is
      threatened to be made a party to or is otherwise involved in any action, suit
      or
      proceeding, whether civil, criminal, administrative or investigative, by reason
      of the fact that he is or was a director or an officer of the corporation or
      is
      or was serving at the request of the corporation as a director, officer,
      employee or agent of another corporation or of a partnership, joint venture,
      trust or other enterprise, including service with respect to an employee benefit
      plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is
      alleged action in an official capacity as a director, officer, employee or
      agent
      or in any other capacity while servicing as a director, officer, employee or
      agent, shall be indemnified and held harmless by the corporation to the fullest
      extent authorized by the Delaware General Corporation Law, as the same exists
      or
      my hereafter be amended (but, in the case of any such amendment, only to the
      extent that such amendment permit the corporation to provide broader
      indemnification rights that such law permitted the corporation to provide prior
      to such amendment), against all expense, liability and loss (including
      attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
      paid in settlement) reasonably incurred or suffered by such Indemnitee in
      connection therewith; *provided, however*, that, except as provided in
      Section 3 of this Article with respect to proceedings to enforce rights to
      indemnification, the corporation shall indemnify any such Indemnitee in
      connection with a proceeding (or part thereof) initiated by such Indemnitee
      only
      if such proceeding (or part thereof) was authorized by the Board of Directors
      of
      the corporation.





Section
      7.02. Right to
      Advancement of Expenses.  The right to indemnification conferred
      in Section 1 of this Article shall include the right to be paid by the
      corporation the expenses (including attorney’s fees) incurred in defending any
      such proceeding in advance of its final disposition; *provided, however*,
      that, if the Delaware General Corporation Law requires, an advancement of
      expenses incurred by an Indemnitee in his capacity as a director or officer
      (and
      not in any other capacity in which service was or is rendered by such
      Indemnitee, including without limitation, service to an employee benefit plan)
      shall be made only upon delivery to the corporation of an undertaking, by or
      on
      behalf of such Indemnitee, to repay all amounts so advanced if it shall
      ultimately be determined by final judicial decision from which there is no
      further right to appeal that such Indemnitee is not entitled to be indemnified
      for such expenses under this Article VII or otherwise.  The rights to
      indemnification and to the advancement of expenses conferred in Sections 1
      and 2
      of this Article shall be contract rights and such rights shall continue as
      to an
      Indemnitee who has ceased to be a director, officer, employee or agent and
      shall
      inure to the benefit of the Indemnitee’s heirs, executors and
      administrators.





Section
      7.03. Right of
      Indemnitee to Bring Suit.  If a claim under Section 1 or 2 of this
      Article is not paid in full by the corporation within 60 days after a written
      claim has been received by the corporation, except in the case of a claim for
      an
      advancement of expenses, in which case the applicable period shall be 20 days,
      the Indemnitee may at any time thereafter bring suit against the corporation
      to
      recover the unpaid amount of the claim.  If successful in whole or in
      part in any such suit, or in a suit brought by the corporation to recover an
      advancement of expenses pursuant to the terms of an undertaking, the Indemnitee
      shall be entitled to be paid also the expense of prosecuting or defending such
      suit.  In (i) any suit brought by the Indemnitee to enforce a right to
      indemnification hereunder (but not in a suit brought by the Indemnitee to
      enforce a right to an advancement of expenses) it shall be a defense that,
      and
      (ii) in any suite brought by the corporation to recover an advancement of
      expenses pursuant to the terms of an undertaking, the corporation shall be
      entitled to recover such expenses upon a final adjudication that,
      the  Indemnitee has not met any applicable standard for
      indemnification set forth in the Delaware General Corporation
      Law.  Neither the failure of the corporation (including its Board of
      Directors, independent legal counsel, or it stockholders) to have made a
      determination prior to the commencement of such suit that indemnification of
      the
      Indemnitee is proper in the circumstances because the Indemnitee has met the
      applicable standard of conduct set forth in the Delaware General Corporation
      Law, nor an actual determination by the corporation (including its Board of
      Directors, independent legal counsel, or its stockholders) that the Indemnitee
      has not met such applicable standard of conduct, shall create a presumption
      that
      the Indemnitee has not met the applicable of conduct or, in the case of such
      a
      suit brought by the Indemnitee, be a defense to such suit.  In any
      suit brought by the Indemnitee to enforce a right to indemnification or to
      an
      advancement of expenses hereunder, or brought by the corporation to recover
      an
      advancement of expenses pursuant to the terms of an undertaking the burden
      of
      proving that the Indemnitee is not entitled to be indemnified, or to such
      advancement of expenses, under this Article or otherwise shall be on the
      corporation.





Section
      7.04. Non-Exclusivity of
      Rights.  The rights to indemnification and to the advancement of
      expenses conferred in this Article shall not be exclusive of any other right
      which any person may have or hereafter acquire under any statute, the
      corporation’s Restated Certificate of Incorporation, these by-laws, any
      agreement, any vote of stockholders or disinterested directors or
      otherwise.





Section
      7.05. Insurance.  The
      corporation may maintain insurance, at its expense, to protect itself and any
      director, officer, employee or agent of the corporation or another corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss, whether or not the corporation would have the power to
      indemnify such person against such expense, liability or loss under the Delaware
      General Corporation Law.





Section
      7.06. Indemnification of
      Employees and Agents of the Corporation.  The corporation may, to
      the extent authorized from time to time by the Board of Directors, grant rights
      to indemnification and to the advancement of expenses to any employee or agent
      of the corporation to the fullest extent of the provisions of this Article
      with
      respect to the indemnification and advancement of expenses of directors and
      officers of the corporation.