**Exhibit 3.4**

**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**THE TRIZETTO GROUP, INC.,**

**a Delaware corporation**

**AsEffective on November 21, 2007**

**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**THE TRIZETTO GROUP, INC.,**

**a Delaware corporation**

**ARTICLE I**

**OFFICES**

**Section 1. Registered Office**. The address of the registered office of the Corporation in the State of Delaware is 9 East LoockermanStreet, Dover, County of Kent, Delaware 19901. The name of the Corporation’s registered agent at that address is National Registered Agents, Inc. 

**Section 2. Other Offices.** The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or thebusiness of the Corporation may require. 

**Section 3. Books**. The books of the Corporation may be kept within or without theState of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. 

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

**Section 1. Place of Meetings**. All meetings of stockholders for the election of directors shall be held at such place either within or without the State of Delaware as may be fixed from time to time by the Board of Directors, orat such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such timeand place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. 

**Section 2. Annual Meetings.** Annual meetings of stockholders shall be held at a time and date designated by the Board of Directors for the purpose of electing directors and transacting such other business as may properly bebrought before the meeting. 

**Section 3. Special Meetings.** A special meeting of stockholders may be called at any time by theBoard of Directors, or by a majority of the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board ofDirectors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. 

**Section 4. Notification of Business to be Transacted at Meeting**. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction ofthe Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder entitled to vote at the meeting. 

 

1 

**Section 5. Notice; Waiver of Notice.** Whenever stockholders are required or permitted to takeany 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 otherwiserequired by law, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited inthe mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. A written waiver of any such notice signed by the person entitled thereto, whether before or after the time stated therein, shallbe 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 the meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened. 

**Section 6. Quorum; Adjournment.** Except asotherwise required by law, or provided by the Certificate of Incorporation or these Bylaws, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shallconstitute a quorum for the transaction of business at all meetings of the stockholders. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough votes to leave less than a quorum,if any action taken is approved by at least a majority of the required quorum to conduct that meeting. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting shall have power toadjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be presentor represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, anotice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 

**Section 7. Voting.** Exceptas otherwise required by law, or provided by the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders at which a quorum is present shall be decided by the vote of the holders of a majority of thestock represented and entitled to vote thereat. Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitledto vote thereat held by such stockholder. Such votes may be cast in person or by proxy, but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. Elections of directors need not be by ballotunless the Chairman of the meeting so directs or unless a stockholder demands election by ballot at the meeting and before the voting begins. 

**Section 8. Stockholder Action by Written Consent Without a Meeting.** The stockholders may not take action by written consent. 

**Section 9. Record Date for Stockholder Notice and Voting.** For purposes of determining the holders entitled to notice of any meeting or to vote, the Board of Directors may fix, in advance, a record date, which shall not be morethan 60 days nor less than 10 days prior to the date of any such meeting, and in such case only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of theCorporation after 

 

2 

the record date fixed as aforesaid, except as otherwise provided in the Delaware General Corporation Law. If the Board of Directors does not so fix a recorddate, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at theclose of business on the business day next preceding the day on which the meeting is held. 

**Section 10. Stock Ledger.** The stockledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 9 of this Article II or the books of the Corporation, or to vote in person or by proxyat any meeting of stockholders. 

**Section 11. Inspectors of Election.** In advance of any meeting of stockholders, the Board ofDirectors may appoint one or more persons (who shall not be candidates for office) as inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, or if an appointed inspector fails toappear or fails or refuses to act at a meeting, the Chairman of any meeting of stockholders may, and on the request of any stockholder or his proxy shall, appoint an inspector or inspectors of election at the meeting. The duties of such inspector(s)shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity and effect of proxies; receiving votes, ballots or consents;hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote withfairness to all stockholders. In the event of any dispute between or among the inspectors, the determination of the majority of the inspectors shall be binding. 

**Section 12. Organization.** At each meeting of stockholders the Chairman of the Board of Directors, if one shall have been elected, (or in his absence or if one shall not have been elected, the President)shall act as Chairman of the meeting. The Secretary (or in his absence or inability to act, the person whom the Chairman of the meeting shall appoint Secretary of the meeting) shall act as Secretary of the meeting and keep the minutes thereof.

**Section 13. Order of Business.**

**(A) Annual Meetings of Stockholders.**

(1) Nominations of persons for election to the Board ofDirectors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of theBoard 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 Bylaw, who is entitled to vote at the meeting and who complies with the notice procedures setforth in this Bylaw. 

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant toclause (c) of paragraph (A)(1) of this Bylaw, 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, astockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than the close of business on the 120th calendar day in advance of the first anniversary of the date the 

 

3 

Corporation’s proxy statement was released to stockholders in connection with the preceding year’s annual meeting; provided, however, that if noannual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, a proposal shall be received by theCorporation no later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was made, whichever comes first. In no event shall the publicannouncement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposesto 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 in an election contest, or is otherwise required, in each casepursuant to applicable federal securities laws, including, without limitation, Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-11 thereunder (including such person’s writtenconsent 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 bebrought before the meeting, the reasons for conducting such business at the meeting 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 thestockholder 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 of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. 

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increasedand 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 date of the preceding years annualmeeting, a stockholders notice required by this Bylaw 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 offices ofthe 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 special meeting ofstockholders as shall be brought before the meeting pursuant to the Corporation’s notice of meeting. 

A stockholder’s nominationof one or more persons for election to the Board of Directors shall only be permitted to be made at a special meeting of stockholders if: (i) the Corporation’s notice of such meeting specified that directors are to be elected at suchspecial meeting; (ii) such stockholder was a stockholder of record entitled to vote at the meeting at the time of giving of notice provided for in this Bylaw; and (iii) if such stockholder complies with the notice procedures set forth inthis Bylaw. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election tosuch position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this 

 

4 

Bylaw shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day priorto 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 10th day following the day on which public announcement 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. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

**(C) General.**

(1) Onlysuch persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of the meetingshall have the power and authority to determine the procedures of a meeting of stockholders, including, without limitation, the authority to determine whether a nomination or any other business proposed to be brought before the meeting was made orproposed, as the case may be, in accordance with the procedures set forth in this Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones NewsService, 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 Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and therules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statementpursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock, if any, to elect directors under certain circumstances. 

**ARTICLE III**

**DIRECTORS**

**Section 1. Powers.** Except as otherwise required by law or provided by the Certificate of Incorporation, the business and affairs of theCorporation shall be managed by or under the direction of the Board of Directors. 

**Section 2. Number and Election of Directors.**The number of directors of this Corporation shall be not less than one nor more than nine in number. The exact number of directors shall be fixed from time to time by a resolution adopted by a majority of the directors. Until otherwise fixed by thedirectors, the number of directors constituting the entire Board of Directors shall be five. Directors shall be elected at each annual meeting of the stockholders to replace the directors whose terms then expire, and each director elected shall holdoffice until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board of Directors shall be classified as set forth in the Certificate of Incorporation. 

 

5 

**Section 3. Vacancies.** Subject to the limitations in the Certificate of Incorporation,vacancies in the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then inoffice, although less than a quorum, or by a sole remaining director. Each director so selected shall hold office for the remainder of the full term of office of the former director which such director replaces and until his successor is dulyelected and qualified, or until his earlier death, resignation or removal. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent directors. 

**Section 4. Time and Place of Meetings.** The Board of Director’s shall hold its meetings at such place, either within or without the Stateof Delaware, and at such time as may be determined from time to time by the Board of Directors. 

**Section 5. Annual Meeting.** TheBoard of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annualmeeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place, either within or without the State of Delaware, on such dateand at such time as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III or in a waiver of notice thereof. 

**Section 6. Regular Meetings.** Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware at such date and time as the Board of Directors may from time totime determine and, if so determined by the Board of Directors, notices thereof need not be given. 

**Section 7. SpecialMeetings.** Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, the Secretary or by any director. Notice of the date, time and place of special meetings shall be delivered personally or bytelephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at the director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited inthe United States mail at least four days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least 24hours before the time of the holding of the meeting. The notice need not specify the purpose of the meeting. A written waiver of any such notice signed by the person entitled thereto, whether before or after the time stated therein, shall be deemedequivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction ofany business because the meeting is not lawfully called or convened. 

**Section 8. Quorum; Vote Required for Action; Adjournment.**Except as otherwise required by law, or provided in the Certificate of Incorporation or these Bylaws, a majority of the directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors and the affirmativevote of not less than a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereatmay adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 

 

6 

A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken isapproved by at least a majority of the required quorum to conduct that meeting. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and placethereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. 

**Section 9. Action by Written Consent.** Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to betaken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the Board of Directors or committee. 

**Section 10. Telephone Meetings.** Unless otherwiserestricted by the Certificate of Incorporation, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee, as the case maybe, by conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at suchmeeting. 

**Section 11. Committees.** The Board of Directors may, by resolution passed unanimously by the entire Board, designateone 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 as alternate members of any such committee, who may replace any absent or disqualifiedmember at any meeting of the committee. In the event of absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, thecommittee member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent ordisqualified member. Any committee, to the extent allowed by law and as provided in the resolution establishing such committee, shall have and may exercise all the power and authority of the Board of Directors in the management of the business andaffairs of the Corporation, but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease orexchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless theresolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings andreport to the Board of Directors when required. 

**Section 12. Compensation.** The directors may be paid such compensation fortheir services as the Board of Directors shall from time to time determine. 

**Section 13. Interested Directors.** No contract ortransaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its directors or officers are 

 

7 

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

**Section 14. Removal of Directors.** Any director or the entire Board of Directorsmay be removed with cause, by the holders of a majority of the shares then entitled to vote at an election of directors. 

**ARTICLE IV**

**OFFICERS**

**Section 1. Officers.** The officers of the Corporation shall be a President, a Secretary and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, a ViceChairman of the Board, a Chief Executive Officer, one or more Vice Presidents, one or more Assistant Financial Officers and Treasurers, one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisionsof Section 3 of this Article IV. 

**Section 2. Appointment of Officers.** The officers of the Corporation, except suchofficers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be appointed by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, ifany, of an officer under any contract of employment. 

**Section 3. Subordinate Officers.** The Board of Directors may appoint, andmay empower the Chief Executive Officer or President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in theBylaws or as the Board of Directors may from time to time determine. 

**Section 4. Removal and Resignation of Officers.** Subjectto the rights of an officer under any contract, any officer may be removed at any time, with or without cause, by the Board of Directors or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power ofremoval may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in thatnotice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights of the Corporation under any contract to which theofficer is a party. 

 

8 

**Section 5. Vacancies in Offices.** A vacancy in any office because of death, resignation,removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. 

**Section 6. Chairman of the Board.** The Chairman of the Board, if such an officer is elected, shall, if present, preside at meetings of the stockholders and of the Board of Directors, unless otherwise determined by the Board ofDirectors. He shall, in addition, perform such other functions (if any) as may be prescribed by the Bylaws or the Board of Directors. 

**Section 7. Vice Chairman of the Board.** The Vice Chairman of the Board, if such an officer is elected, shall, in the absence or disability of the Chairman of the Board, perform all duties of the Chairman of the Board and when soacting shall have all the powers of and be subject to all of the restrictions upon the Chairman of the Board. The Vice Chairman of the Board shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

**Section 8. Chief Executive Officer.** The Chief Executive Officer of the Corporation shall, subject to the control of the Boardof Directors, have general supervision, direction and control of the business and the officers of the Corporation. He shall exercise the duties usually vested in the chief executive officer of a Corporation and perform such other powers and dutiesas may be assigned to him from time to time by the Board of Directors or prescribed by the Bylaws. In the absence of the Chairman of the Board and any Vice Chairman of the Board, the Chief Executive Officer shall preside at all meetings of thestockholders and of the Board of Directors. 

**Section 9. President.** The President of the Corporation shall, subject to thecontrol of the Board of Directors and the Chief Executive Officer of the Corporation, if there be such an officer, have general powers and duties of management usually vested in the office of president of a Corporation and shall have such otherpowers and duties as may be prescribed by the Board of Directors or the Bylaws or the Chief Executive Officer of the Corporation. In the absence of the Chairman of the Board, Vice Chairman of the Board and Chief Executive Officer, the Presidentshall preside at all meetings of the Board of Directors and stockholders. 

**Section 10. Vice President.** In the absence ordisability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, and when soacting shall have all the powers of, and subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board ofDirectors or the Bylaws, and the President, or the Chairman of the Board. 

**Section 11. Secretary.** The Secretary shall keep orcause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders, with the time and place of holding,whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and a summary ofthe proceedings. 

 

9 

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of theCorporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares heldby each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. 

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep or cause to be kept the seal ofthe Corporation if one be adopted, in safe custody, and shall have such powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws. 

**Section 12. Chief Financial Officer.** The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate andcorrect books and records of accounts of the properties and business transactions of the Corporation. The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories asmay be designated by the Board of Directors. He shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all of his transactions as Chief Financial Officer and of the financialcondition of the Corporation. The Chief Financial Officer shall also have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. 

**ARTICLE V**

**STOCK**

**Section 1. Form of Certificates.** The shares of the Corporation shall be represented by certificates, provided that the Board of Directors ofthe Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificateis surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have acertificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or by the Secretary or an AssistantSecretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, orregistrar at the time of issue. 

**Section 2. Signatures.** Any or all of the signatures on the certificate may be a facsimile. Incase 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 theCorporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. 

 

10 

**Section 3. Lost Certificates.** The Corporation may issue a new certificate to be issued inplace of any certificate theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. The Corporation may,in the discretion of the Board of Directors and as a condition precedent to the issuance of such new certificate, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond (or othersecurity) sufficient to indemnify it against any claim that may be made against the Corporation (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such newcertificate. 

**Section 4. Transfers.** Stock of the Corporation shall be transferable in the manner prescribed by law and in theseBylaws or in any agreement with the stockholder making the transfer. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon thesurrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued. 

**Section 5. RecordHolders.** The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the record holder of shares to receive dividends, and to vote as such record holder, and to hold liable for calls and assessmentsa person registered on its books as the record holder of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise required by law. 

**ARTICLE VI**

**INDEMNIFICATION**

**Section 1. Right to Indemnification.** Each personwho 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 (hereinafter a “proceeding”), by reason of the fact thathe or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another Corporation or of a partnership, joint venture, trust or other enterprise, including service withrespect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shallbe indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that suchamendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISAexcise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shallinure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article VI with respect to proceedings to enforce rights to indemnification, theCorporation 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. The right toindemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its 

 

11 

final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, anadvancement of expenses incurred by an indemnitee in his or her 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 benefitplan) 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 that such indemnitee is not entitled to be indemnified for suchexpenses under this Article VI or otherwise (hereinafter an “undertaking”). 

**Section 2. Right of Indemnitee to BringSuit.** If a claim under Section 1 of this Article VI is not paid in full by the Corporation within 45 days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit against theCorporation to recover the unpaid amount of the claim. If successful in whole or 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 beentitled 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 anadvancement of expenses) it shall be a defense that, and (ii) any suit 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 finaladjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or itsstockholders) 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 DelawareGeneral 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 apresumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporationto 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 VI or otherwise shall be on theCorporation. 

**Section 3. Non-Exclusivity of Rights.** The rights of indemnification and to the advancement of expenses conferredin this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors orotherwise. 

**Section 4. 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 againstsuch expense, liability or loss under the Delaware General Corporation Law. 

**Section 5. Indemnification of Employees or Agents ofthe 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 ofthe provisions of this Article VI with respect to the indemnification and advancement of expenses of directors or officers of the Corporation. 

 

12 

**Section 6. Indemnification Contracts.** The Board of Directors is authorized to enter into acontract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or otherenterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so determinates, greater than, those provided for in this Article VI. 

**Section 7. Effect of Amendment.** Any amendment, repeal or modification of any provision of this Article VI by the stockholders or thedirectors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification. 

**ARTICLE VII**

**GENERAL PROVISIONS**

**Section 1. Dividends.** Subject to limitations contained in the General Corporation Law of the State of Delaware and the Certificate ofIncorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, securities of the Corporation or other property. 

**Section 2. Disbursements.** All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or suchother person or persons as the Board of Directors may from time to time designate. 

**Section 3. Fiscal Year.** The fiscal year ofthe Corporation shall be fixed by resolution of the Board of Directors. 

**Section 4. Corporate Seal.** The Corporation shall havea corporate seal in such form as shall be prescribed by the Board of Directors. 

**Section 5. Record Date.** In order that theCorporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled toexercise 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 days nor less than 10 daysbefore the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided,however, that the Board of Directors may fix a new record date for the adjourned meeting. Stockholders on the record date are entitled to notice and to vote or to receive the dividend, distribution or allotment of rights or to exercise the rights,as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided by agreement or by applicable law. 

 

13 

**Section 6. Voting of Stock Owned by the Corporation.** The Chairman of the Board, the ChiefExecutive Officer, the President and any other officer of the Corporation authorized by the Board of Directors shall have power, on behalf of the Corporation, to attend, vote and grant proxies to be used at any meeting of stockholders of anycorporation (except this Corporation) in which the Corporation may hold stock. 

**Section 7. Construction and Definitions.** Unlessthe context requires otherwise, the general provisions, rules of construction and definitions in the General Corporation Law of the State of Delaware shall govern the construction of these Bylaws. 

**Section 8. Amendments.** The Bylaws, or any of them, may be rescinded, altered, amended or repealed, and new Bylaws may be made (i) by theBoard of Directors, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board of Directors, or (ii) by the stockholders, by the vote of the holders of 66 2/3% of the outstanding votingstock of the Corporation, at any annual or special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of the annual or special meeting; provided, however, that the Bylawscan only be amended if such amendment would not conflict with the Certificate of Incorporation. Any Bylaw made or altered by the requisite number of stockholders may be altered or repealed by the Board of Directors or may be altered or repealed bythe requisite number of stockholders. 

 

14