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Exhibit 3.4 As Amended and Restated
(as of March 10, 2004) BY-LAWS OF WMS INDUSTRIES INC. (Incorporated under the laws of the State of Delaware) ARTICLE I. STOCKHOLDERS Section 1.
    
    Annual Meeting. If required by applicable law, a meeting of
the stockholders of the Corporation shall be held annually for
the election of directors and the transaction of other business
on such date in each year as shall be designated by the Board
of Directors.Section 2.
    
    Special Meetings. Special meetings of the stockholders of the
Corporation may be called by the Board of Directors, Chairman
of the Board or by the Chief Executive Officer.Section 3.
    
    Place of Meetings. Meetings of stockholders shall be held at
such place, within or without the State of Delaware, as may be
fixed by the Board of Directors. If no place is so fixed, such
meetings shall be held at the principal office of the
Corporation.Section 4.
    
    Notice of Meetings. Notice of each meeting of stockholders
shall be given as provided by law and shall state the place,
date and hour of the meeting and the purpose or purposes for
which the meeting is called. Notice of a special meeting shall
indicate that it is being issued by or at the direction of the
person or persons calling the meeting.If, at any meeting, action is proposed to be taken which would, if
taken, entitle objecting stockholders to receive payment for their
shares, the notice shall include a statement of that purpose and to
that effect.Unless otherwise provided by law, the certificate of incorporation
or these by-laws, a copy of the notice of each meeting shall be
given, not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder entitled to vote at
such meeting. If mailed, such notice is given when deposited in the
United States mail, with postage thereon prepaid, directed to the
stockholder at his address as it appears on the records of the
Corporation.




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When a meeting is adjourned to another time or place it shall not
be necessary to give any notice, subject to the next succeeding
sentence, of the adjourned meeting if the date, time and place to
which the meeting is adjourned are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the
original date of the meeting. However, if the adjournment is for
more than thirty (30) days, or if after the adjournment, the Board
of Directors fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the adjourned meeting.Section 5.
    
    Waiver of Notice. Notice of meeting need not be given to any
stockholder who submits a signed waiver of notice, in person or
by proxy, whether before or after the meeting. The attendance
of any stockholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by
him.Section 6.
    
    Inspectors of Election. The Corporation may, and shall if
required by law, in advance of any meeting of stockholders,
appoint one or more inspectors of election, who may (unless
otherwise required by applicable law) be employees of the
Corporation, to act at the meeting or any adjournment thereof
and to make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to
replace any inspector who fails to act. In the event that no
inspector so appointed or designated 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, shall take and sign an oath to execute faithfully the
duties of inspector with strict impartiality and according to
the best of his ability. The inspector or inspectors so
appointed or designated shall (i) ascertain the number of
shares of capital stock of the Corporation outstanding and the
voting power of each such share, (ii) determine the shares of
capital stock of the Corporation represented at the meeting and
the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their
determination of the number of shares of capital stock of the
Corporation represented at the meeting and such inspectors
count of all votes and ballots. Such certification and report
shall specify such other information as may be required by law.
In determining the validity and counting of proxies and
ballots cast at any meeting of stockholders of the Corporation,
the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at
an election may serve as an inspector at such election.Section 7.
    
    List of Stockholders at Meetings. A list of stockholders as of
the record date, certified by the Secretary or any Assistant
Secretary or by a transfer agent, shall be prepared and shall
be open to examination of any stockholder as provided in the
General Corporation Law of the State of Delaware. If the right
to vote at any meeting is challenged, the inspectors of
election, or person presiding thereat, shall
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require such list of stockholders to be produced as evidence of the right of
the persons challenged to vote at such meeting and all persons who appear from
such list to be stockholders entitled to vote thereat may vote at such meeting.Section 8.
    
    Qualification of Voters. Shares held by an
administrator, executor, guardian, conservator,
committee, trustee or other fiduciary, may, if
properly authorized, be voted by him, either in
person or by proxy, without transfer of such shares
into his name.Shares standing in the name of another domestic or foreign
corporation of any type or kind may, if properly authorized, be
voted by such officer, agent or proxy as the By-laws of such
corporation may provide, or, in the absence of such provision, as
the board of directors of such corporation may determine.
Notwithstanding the foregoing, shares held as of the record date by
another domestic or foreign corporation of any type or kind, if a
majority of the shares entitled to vote in the election of
directors of such other corporation is held as of the record date
by the Corporation, shall not be shares entitled to vote or to be
counted in determining the total number of outstanding shares.A stockholder shall not sell his vote or issue a proxy to vote to
any person for any sum of money or anything of value except as
permitted by law.Section 9.
    
    Quorum of Stockholders. Except as otherwise provided by law, the
certificate of incorporation or these By-laws, at each meeting of
stockholders the presence in person or by proxy of the holders of a
majority in voting power of the outstanding shares of stock entitled to
vote at the meeting shall be necessary and sufficient to constitute a
quorum for the transaction of any business, provided that when a specified
item of business is required to be voted on by a class or series, voting
as a class, the holders of a majority of the shares of such class or
series shall constitute a quorum for the transaction of such specified
item of business.When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any stockholders.The stockholders who are present in person or by proxy and who are
entitled to vote may, by a majority of votes cast, adjourn the
meeting despite the absence of a quorum.Section 10.
    
    Voting Power and Proxies. Except as otherwise provided by or
pursuant to the provisions of the certificate of incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be
entitled to one vote for each share of stock registered in his name on the
record of stockholders which has voting power upon the matter in question.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent to corporate action in writing without a meeting 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
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date, unless the proxy provides for a longer period. A 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 delivering to the Secretary of the Corporation a
revocation of the proxy or a new proxy bearing a later date.The authority of the holder of a proxy to act shall not be revoked
by the incompetence or death of the stockholder who executed the
proxy unless before the authority is exercised, written notice of
an adjudication of such incompetence orof such death is received
by the Secretary or any Assistant Secretary.Section 11.
    
    Vote or Consent of Stockholders. Voting at meetings of
stockholders (except for the election of directors) need not be by written
ballot. At all meetings of stockholders for the election of directors at
which a quorum is present a plurality of the votes cast shall be
sufficient to elect directors. All other elections and questions
presented to the stockholders at a meeting at which a quorum is present
shall, unless otherwise provided by the certificate of incorporation,
these By-laws, the rules or regulations of any stock exchange applicable
to the Corporation, or applicable law or pursuant to any regulation
applicable to the Corporation or its securities, be decided by the
affirmative vote of the holders of a majority in voting power of the
shares of stock of the Corporation which are present in person or by proxy
and entitled to vote thereon.Whenever stockholders are required or permitted to take any action
by vote, such action may be taken without a meeting, without prior
notice, and without a vote, on written consent, setting forth the
action so taken, signed by the holders of outstanding stock,having
not less than the minimum numbers of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Written consent
thus given by such holders so entitled to vote shall have the same
effect as a vote of stockholders at a meeting duly called and held.
Prompt notice of the taking of such action without a meeting by
less than the unanimous consent of all stockholders shall be given
to those stockholders who did not consent in writing.Section 12.
    
    Fixing Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by
law, not be more than sixty (60) nor less than ten
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(10) days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more
than ten (10) days from the date upon which the resolution fixing
the record date is adopted by the Board of Directors; and (3) in
the case of any other action, shall not be more than sixty (60)
days prior to such other action. If no record date is fixed: (1)
the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held; (2) the record
date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action
of the Board of Directors is required by law, shall be the first
date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation in
accordance with applicable law, or, if prior action by the Board of
Directors is required by law, shall be at the close of business on
the day on which the Board of Directors adopts the resolution
taking such prior action; and (3) the record date for determining
stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.When a determination of stockholders of record entitled to notice
of or to vote at any meeting of stockholders has been made as
provided in this, section, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.Section 13.
    
    Conduct of Meetings. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting by the person presiding
over the meeting. The Board of Directors may adopt by resolution such
rules and regulations for the conduct of the meeting of stockholders as it
shall deem appropriate. Except to the extent inconsistent with such rules
and regulations as adopted by the Board of Directors, the person presiding
over any meeting of stockholders shall have the right and authority to
convene and to adjourn the meeting, to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such
presiding person, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the presiding person of the meeting, may
include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the presiding person of the
meeting shall determine; (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof; and (v) limitations on the
time allotted for questions or comments by participants. The presiding
person at any meeting of stockholders, in addition to making any other
determinations that may be
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appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not
properly brought before the meeting and if such presiding person should
so determine, such presiding person shall so declare to the meeting and
any such matter or business not properly brought before the meeting
shall not be transacted or considered. Unless and to the extent
determined by the Board of Directors or the person presiding over the
meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.Section 14.
    
    Notice of Stockholder Business and Nominations.(A) Annual Meetings of Stockholders. (1) Nominations of persons
for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders only (a) pursuant to the
Corporations notice of meeting (or any supplement thereto), (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 of
the Corporation at the time the notice provided for in this Section
14 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 14.(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 14, the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation and any such proposed business other than the
nominations of persons for election to the Board of Directors must
constitute 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 ninetieth (90th) day nor earlier than the
close of business on the one hundred twentieth day (120th) 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 thirty (30) days before or more than seventy
(70) days after such anniversary date, notice by the stockholder
must be so delivered not earlier than the close of business on the
one hundred twentieth day (120th) prior to such annual meeting and
not later than the close of business on the later of the ninetieth
(90th) day prior to such annual meeting or the tenth (10th) day
following the day on which public announcement of the date of such
meeting is first made by the Corporation). In no event shall the
public announcement of an adjournment or postponement of an annual
meeting commence a new time period (or extend any 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 proposes to nominate for election as a director (i)
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 case
pursuant to and in accordance with Regulation 14A under the
Securities Exchange Act of 1934, as amended (the Exchange Act)
and (ii) such persons
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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 text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event
that such business includes a proposal to amend the By-laws of the
Corporation, the language of the proposed amendment), 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
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, (ii) the class and number of
shares of capital stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial
owner, (iii) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to
propose such business or nomination, and (iv) a representation
whether the stockholder or the beneficial owner, if any, intends or
is part of a group which intends (1) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the
Corporations outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (2) otherwise to
solicit proxies from stockholders in support of such proposal or
nomination. The foregoing notice requirements shall be deemed
satisfied by a stockholder if the stockholder has notified the
Corporation of his intention to present a proposal at an annual
meeting in compliance with Rule 14a-8 (or any successor thereof)
promulgated under the Exchange Act and such stockholders proposal
has been included in a proxy statement that has been prepared by
the Corporation to solicit proxies for such annual meeting. The
Corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the
Corporation.(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Section 14 to the contrary, in the event
that the number of directors to be elected to the Board of
Directors of the Corporation at an annual meeting is increased and
there is no public announcement by the Corporation naming the
nominees for the additional directorships at least one hundred
(100) days prior to the first anniversary of the preceding years
annual meeting, a stockholders notice required by this Section 14
shall also be considered timely, but only with respect to nominees
for the additional directorships, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the tenth (10th) 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 of stockholders as shall have been
brought before the meeting
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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 (1) by or
at the direction of the Board of Directors or (2) 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 the notice provided for in this
Section 14 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who
complies with the notice procedures set forth in this Section 14.
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 entitled to vote in
such election of directors 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 14 shall be delivered
to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the one
hundred twentieth (120th) day prior to such special meeting and not
later than the close of business on the later of the ninetieth
(90th) day prior to such special meeting or the tenth (10th) 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. In no event
shall the public announcement of an adjournment or postponement of
a special meeting commence a new time period (or extend any time
period) for the giving of a stockholders notice as described
above.(C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 14 shall be eligible
to be elected at an annual or special meeting of stockholders of
the Corporation to serve as directors and only such business shall
be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set
forth in this Section 14. Except as otherwise provided by law, the
chairman of the meeting shall have the power and duty (a) 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 14
(including whether the stockholder or beneficial owner, if any, on
whose behalf the nomination or proposal is made solicited (or is
part of a group which solicited) or did not so solicit, as the case
may be, proxies in support of such stockholders nominee or
proposal in compliance with such stockholders representation as
required by clause (A)(2)(c)(iv) of this Section 14) and (b) if any
proposed nomination or business was not made or proposed in
compliance with this Section 14, to declare that such nomination
shall be disregarded or that such proposed business shall not be
transacted. Notwithstanding the foregoing provisions of this
Section 14, if the stockholder (or a qualified representative of
the stockholder) does not appear at the annual or special meeting
of stockholders of the Corporation to present a nomination or
proposed business, such nomination shall
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be disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been
received by the Corporation.(2) For purposes of this Section 14, public announcement
shall include 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
14, 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 in this Section
14. Nothing in this Section 14 shall be deemed to affect any
rights (a) of stockholders to request inclusion of proposals in the
Corporations proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (b) of the holders of any series of Preferred Stock
to elect directors pursuant to any applicable provisions of the
certificate of incorporation.
 ARTICLE II. BOARD OF DIRECTORS Section 1.
    
    Power of Board and Qualification of Directors. The business
of the Corporation shall be managed by a Board of Directors.
Each director shall be at least 21 years of age. An
individual shall be qualified to serve as a director only for
so long as no gaming commission, board or similar regulatory
or law enforcement authority has communicated to such
individual or to the Corporation, in writing or otherwise,
their determination that such individual is not suitable for
being licensed or not licensable by such authority. In the
event a director does not continue to be so qualified, such
individual shall not be qualified to be elected to the Board
of Directors or shall cease to be qualified to serve on the
Board of Directors, as the case may be, and the service of
such individual on the Board of Directors shall immediately
and automatically terminate.Section 2.
    
    Number of Directors. The number of directors constituting the
entire Board of Directors shall be the number, not less than
one nor more than 15, fixed from time to time by a resolution
adopted by a majority of the total number of directors which
the Corporation would have, prior to any increase or decrease,
if there were no vacancies, provided, however, that no
decrease shall shorten the term of an incumbent director.Section 3.
    
    Election and Term of Directors. At each annual meeting of
stockholders, directors shall be elected to hold office until
the next annual meeting and until their successors have been
elected and qualified or until their respective deaths,
resignations, disqualifications or removals in the manner
hereinafter provided.
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Section 4.
    
    Quorum of Directors and Action by the Board. A majority of
the entire Board of Directors shall constitute a quorum for
the transaction of business, and, except where otherwise
provided by these By-laws, the vote of a majority of the
directors present at a meeting at the time of such vote, if a
quorum is then present, shall be the act of the Board.Any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting
if all members of the Board or the committee, as the case may be,
consent in writing or by electronic transmission to the adoption of
a resolution authorizing the action and the resolution and the
written consent thereto or the paper form of the electronic
transmission by the members of the Board or committee are filed
with the minutes of the proceedings of the Board or committee.Section 5.
    
    Meetings of the Board. An annual meeting of the Board of Directors
shall be held in each year directly after the annual meeting of
stockholders. Regular meetings of the Board shall be held at such times
as may be fixed by the Board. Special meetings of the Board may be held
at any time upon the call of the Chairman of the Board, the Chief
Executive Officer, the President, any two directors or by the Secretary at
the direction of any of the foregoing.Meetings of the Board of Directors shall be held at such places as
may be fixed by the Board for annual and regular meetings and set
forth in the notice of meeting for special meetings. If no place
is so fixed, meetings of the Board shall be held at the office of
the Corporation.No notice need be given of annual or regular meetings of the Board
of Directors. Notice of each special meeting of the Board shall be
given to each director either by mail not later than noon, New York
time, on the third day prior to the meeting or by telephone,
facsimile telecommunication or other means of electronic
communication, or by written message or orally to the director not
later than noon, New York time, on the day prior to the meeting.
Notices are deemed to have been given: by mail, when deposited in
the United States mail, by telephone, when the director has been
orally advised telephonically, by facsimile telecommunications,
when directed to a number which the director has furnished to the
Corporation, by electronic mail, when directed to an electronic
mail address which the director has furnished to the Corporation,
and by messenger, at the time of delivery. Notices by mail
messenger shall be sent to each director at the address designated
by him for the purpose, or, if none has been so designated, at his
last known residence or business address.Notice of a meeting of the Board of Directors need not be given to
any director who submits a signed waiver of notice whether before
or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of
notice to him.
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A notice, or waiver of notice, need not specify the purpose of any
meeting of the Board of Directors.A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice
of any adjournment of a meeting to another time or place shall be
given, in the manner described above, to the directors who were not
present at the time of the adjournment and, unless such time and
place are announced at the meeting, to the other directors.Section 6.
    
    Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors or
to the Chairman of the Board, Chief Executive Officer,
President or Secretary of the Corporation. Such resignation
shall take effect at the time specified therein; and unless
otherwise specified therein the acceptance of such resignation
shall not be necessary to make it effective.Section 7.
    
    Removal of Directors. Any or all of the directors may be
removed with or without cause by vote of the stockholders.Section 8.
    
    Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of
directors and vacancies occurring in the Board of Directors for
any reason except the removal of directors by stockholders may
be filled by vote of a majority of the directors then in
office, though less than a quorum. Vacancies occurring as a
result of the removal of directors by stockholders shall be
filled by the stockholders. A director elected to fill a
vacancy shall be elected to hold office for the unexpired term
of his predecessor.Section 9.
    
    Committees of Directors. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from
among its members one or more committees each consisting of two
or more directors and each of which, to the extent provided in
the resolution, subject to the provisions of Section 141(c)(2)
of the General Corporation Law of the State of Delaware (which
the Corporation elects to be governed by), shall have power and
authority determined by the Board.Unless a greater portion is required by the resolution designating
a committee, a majority of the entire authorized number of members
of such committee shall constitute a quorum for the transaction of
business, and 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.Each such committee shall serve at the pleasure of the Board of Directors.Section 10.
    
    Compensation of Directors. The Board of Directors shall have authority to fix the compensation of directors for
services in any capacity.
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Section 11.
    
    Conference Telephone or Like Meetings. Members of the Board of Directors or any committee thereof may participate
in a meeting of said Board or committee by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.Section 12.
    
    Chairman of the Board. The Board of Directors shall elect from its members a Chairman of the Board. The Chairman
of the Board shall preside, when present, at all meetings of the Board and at all meetings of stockholders. The
Chairman shall also have such powers and duties as shall be assigned to or required of the Chairman by the Board of
Directors.
 ARTICLE III. OFFICERS Section 1.
    
    Officers. The Board of Directors, as soon as may be practicable after the annual election of directors, shall
elect a Chief Executive Officer, a President, a Chief Financial Officer, one or more Executive Vice Presidents or
Vice Presidents, a Secretary, a Treasurer and from time to time may elect or appoint such other officers as it may
determine. Any two or more offices may be held by the same person.Section 2.
    
    Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.Section 3.
    
    Compensation. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or a
committee thereof.Section 4.
    
    Term of Office and Removal. Each officer shall hold office for the term for which he is elected or appointed, and
until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the
Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting
of the Board following the next annual meeting of stockholders. Any officer may be removed by the Board, with or
without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights,
if any, and the election or appointment of an officer shall not of itself create contract rights.Section 5.
    
    Powers and Duties.
  (a)
    Chief Executive Officer. The Chief Executive
Officer shall be chief executive officer of the Corporation,
shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except
where required or permitted by 12




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law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the
Corporation.(b)
    President. The President, during the absence or
disability or refusal to act by the Chief Executive Officer,
shall perform the duties and exercise the power of the Chief
Executive Officer, and shall perform such other duties as the
Board shall prescribe.(c)
    Chief Operating Officer. The Chief Operating
Officer, if one shall be elected, will have responsibility for
oversight of the Corporations operating and development
activities. In the absence or disability of the President and
the Chief Executive Officer, the Chief Operating Officer will
exercise the powers and perform the duties of the Chief
Executive Officer and the President. The Chief Operating
Officer will render to the Directors whenever they may require
it an account of the operating and development activities of
the Corporation and will have such other powers and perform
such other duties as the Board of Directors may from time to
time prescribe or as the President or the Chief Executive
Officer may from time to time delegate to him.(d)
    Chief Financial Officer. The Chief Financial
Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts
of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital retained
earnings, and shares and shall have such other powers and
perform such other duties as may be prescribed by the Board or
the Chief Executive Officer or these By-laws.(e)
    Executive Vice Presidents and Vice Presidents.
The Executive Vice Presidents and Vice Presidents, in their
order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election,
during the absence or disability of or refusal to act by the
President and Chief Executive Officer, shall perform the
duties and exercise the powers of the President, and shall
perform such other duties as the Board of Directors or the
Chief Executive Officer shall prescribe.(f)
    Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the
Board of Directors in a book to be kept for that purpose and
shall perform like duties for committees of the Board of
Directors when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such of
the duties as may be prescribed by the Board of Directors or
the Chief Executive Officer. He shall have custody of the
corporate seal 13




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of the Corporation and he, or an Assistant Secretary, shall
have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing
by his signature.The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the
Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other
powers as the Board of Directors may from time to time
prescribe.(g)
    Treasurer and Assistant Treasurers. The
Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of
Directors.He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the Chairman of the
Board, the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the
financial condition of the Corporation.If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six (6)
years) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the
restoration, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the
Corporation.The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board
of Directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the
Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer
and shall perform such other duties and have such other
powers as the Board of Directors may from time to time
prescribe. Section 6.
    
    Books to be Kept. The Corporation shall keep (a) correct and
complete books and records of account, (b) minutes of the proceedings of
the stockholders, Board of
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Directors and any committees of directors, and (c) a current list
of the directors and officers and their residence addresses; and
the Corporation shall also keep at its office or at the office of
its transfer agent or registrar if any, a record containing the
names and addresses of all stockholders, the number and class of
shares held by each.Subject to the General Corporation Law of the State of Delaware,
the Board of Directors may determine whether and to what extent and
at what times and places and under what conditions and regulations
any accounts, books, records or other documents of the Corporation
shall be open to inspection, and no creditor, security holder or
other person shall have any right to inspect any accounts, books,
records or other documents of the Corporation except as conferred
by statute or as so authorized by the Board.Section 7.
    
    Checks, Notes, etc. All checks and drafts on, and withdrawals
from the Corporations accounts with banks or other financial
institutions, and all bills of exchange, notes and other
instruments for the payment of money, drawn, made, endorsed, or
accepted by the Corporation, shall be signed on its behalf by
the person or persons thereunto authorized by, or pursuant to
resolution of, the Board of Directors.Section 8.
    
    Execution of Proxies. The Chief Executive Officer, the
President, the Chief Operating Officer and such other officers
as may be authorized by the Board of Directors are authorized
to execute for and on behalf of the Corporation proxies with
respect to securities owned, directly or indirectly, by the
Corporation.
 ARTICLE IV. FORMS OF CERTIFICATES AND LOSS AND TRANSFER OF SHARES Section 1.
    
    Forms of Share Certificates. The shares of the Corporation shall be
represented by certificates, in such forms as the Board of Directors may
prescribe, signed by the Chairman of the Board, the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer, and may be sealed with the seal of the Corporation
or a facsimile thereof. The signatures of the officers upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent
or registered by a registrar other than the Corporation or its employee.
In case any officer who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of issue.Each certificate representing shares issued by the Corporation
shall set forth upon the face or back of the certificate, or shall
state that the Corporation will furnish to any stockholder upon
request and without charge, a full statement of the designation,
relative rights, preferences and limitations of the shares of each
class of shares, if more than one, authorized to be issued and the
designation, relative rights, preferences and limitations of each
series of any class of preferred shares
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authorized to be issued so far as the same have been fixed, and the
authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.Each certificate representing
shares shall state upon the face thereof:
  (1)
    
    that the Corporation is formed
under the laws of the State of Delaware;(2)
    
    the name of the person or persons
to whom issued; and(3)
    
    the number and class of shares,
and the designation of the series, if any, which such
certificate represents. Section 2.
    
    Transfers of Shares. Shares of the Corporation shall be
transferable on the record of stockholders upon presentment to
the Corporation or a transfer agent of a certificate or
certificates representing the shares requested to be
transferred, with proper endorsement on the certificate or on a
separate accompanying document, together with such evidence of
the payment of transfer taxes and compliance with other
provisions of law as the Corporation or its transfer agent may
require.Section 3.
    
    Lost, Stolen or Destroyed Share Certificates. No certificate
for shares of the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or wrongfully
taken, except, if and to the extent required by the Board of
Directors, upon:
  (1)
    
    production of evidence of loss,
destruction or wrongful taking;(2)
    
    delivery of a bond indemnifying
the Corporation and its agents against any claim that
may be made against it or them on account of the
alleged loss, destruction or wrongful taking of the
replaced certificate or the issuance of the new
certificate;(3)
    
    payment of the expenses of the
Corporation and its agents incurred in connection with
the issuance of the new certificate; and(4)
    
    compliance with such other
reasonable reqirements as may be imposed. ARTICLE V. INDEMNIFICATION Section 1.
    
    Right to Indemnification. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable
law as it presently exists or may hereafter be amended, any
person (a Covered Person) who was or is made or is threatened
to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or
investigative (a proceeding), by reason of the fact that he,
or a person for whom he is the legal
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representative, is or was a director or officer of the Corporation or, while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, limited liability company, joint venture, trust, enterprise
or nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys
fees) reasonably incurred by such Covered Person. Notwithstanding the
preceding sentence, except as otherwise provided in Section 3, the Corporation
shall be required to indemnify a Covered Person in connection with a proceeding
(or part thereof) commenced by such Covered Person only if the commencement of
such proceeding (or part thereof) by the Covered Person was authorized in the
specific case by the Board of Directors of the Corporation.Section 2.
    
    Prepayment of Expenses. The Corporation shall to the
fullest extent not prohibited by applicable law pay
the expenses (including attorneys fees) incurred by
a Covered Person in defending any proceeding in
advance of its final disposition, provided, however,
that, to the extent required by law, such payment of
expenses in advance of the final disposition of the
proceeding shall be made only upon receipt of an
undertaking by the Covered Person to repay all
amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to
be indemnified under this Article V or otherwise.Section 3.
    
    Claims. If a claim for indemnification (following
the final disposition of such action, suit or
proceeding) or advancement of expenses under this
Article V is not paid in full within thirty (30) days
after a written claim therefor by the Covered Person
has been received by the Corporation, the Covered
Person may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of
prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the
Covered Person is not entitled to the requested
indemnification or advancement of expenses under
these By-laws and applicable law.Section 4.
    
    Nonexclusivity of Rights. The rights conferred on
any Covered Person by this Article V shall not be
exclusive of any other rights which such Covered
Person may have or hereafter acquire under any
statute, provision of the certificate of
incorporation, these By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.Section 5.
    
    Other Sources. The Corporations obligation, if any,
to indemnify or to advance expenses to any Covered
Person who was or is serving at its request as a
director, officer, employee or agent of another
corporation, limited liability company, partnership,
joint venture, trust, enterprise or nonprofit entity
shall be reduced by any amount such Covered Person
may collect as indemnification or advancement of
expenses from such other corporation, partnership,
joint venture, trust, enterprise or non-profit
enterprise.
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Section 6.
    
    Amendment or Repeal. Any repeal or modification of
the foregoing provisions of this Article V shall not
adversely affect any right or protection hereunder of
any Covered Person in respect of any act or omission
occurring prior to the time of such repeal or
modification.Section 7.
    
    Other Indemnification and Prepayment of Expenses.
This Article V shall not limit the right of the
Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance
expenses to persons other than Covered Persons when
and as authorized by appropriate corporate action.
 ARTICLE VI. OTHER MATTERS Section 1.
    
    Corporate Seal. The Board of Directors may adopt a
corporate seal, alter such seal at pleasure, and
authorize it to be used by causing it or a facsimile
to be affixed or impressed or reproduced in any other
manner.Section 2.
    
    Fiscal Year. The fiscal year of the Corporation
shall be such period as from time to time may be
fixed by the Board of Directors.Section 3.
    
    Amendments. By-laws of the Corporation may be
adopted, amended or repealed by vote of the holders
of the shares at the time entitled to vote in the
election of any directors. By-laws may also be
adopted, amended or repealed by the Board of
Directors, but any By-law adopted by the Board may be
amended or repealed by the stockholders entitled to
vote thereon as hereinabove provided.Section 4.
    
    Construction. To the extent that the context shall
permit, any masculine pronoun used herein shall be
construed to include also the similar feminine
pronoun.The undersigned duly elected Secretary of the Corporation does
hereby certify that the foregoing Amended and Restated By-laws were
adopted by the Board of Directors on the 10th day of March, 2004.
 /s/ Kathleen J. McJohnKathleen J. McJohn, Secretary 18