ex4_2.htm


    
      

    

    Exhibit
      4.2



    BY-LAWS

     

    OF

     

    DILLARD’S,
      INC.

     

     

    ARTICLE
      I

     

    OFFICES

     

    Section
      1.  The registered
      office shall be in the City of Wilmington, County of New Castle, State of
      Delaware.

     

    Section
      2.  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 the
      business of the Corporation may require.

     

     

    ARTICLE
      II

     

    MEETINGS
      OF STOCKHOLDERS

     

    Section
      1.  All meetings of
      the stockholders for the election of Directors shall be held in the City of
      Little Rock, State of Arkansas, at such place as may be fixed from time to
      time
      by the Board of Directors, or at 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 time and 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
      of stockholders shall be held on the third Saturday in May if not a legal
      holiday, and if a legal holiday, then on the next secular day following at
      10:00
      a.m., or at such other date and time as shall be designated from time to time
      by
      the Board of Directors and stated in the notice of the meeting, at which meeting
      the stockholders shall elect by written ballot a Board of Directors and transact
      such other business as may properly be brought before the meeting.

     

    Section
      3.  Written notice of
      the annual meeting stating the place, date and hour of the meeting shall be
      given to each stockholder entitled to vote at such meeting not less than ten
      (10) nor more than fifty (50) days before the date of the meeting.

     

    Section
      4.  The officer who
      has charge of the stock ledger of the Corporation shall prepare and make, at
      least ten (10) days before every meeting of stockholders, a complete list of
      the
      stockholders entitled to vote at the meeting, arranged in alphabetical order,
      and showing the address of each stockholder and the number of shares registered
      in the name of each stockholder.  Such list shall be open to the
      examination of any stockholder, for any purpose germane to the meeting, during
      ordinary business hours, for a period of at least ten (10) days prior to the
      meeting, either at a place within the City where the meeting is to be held,
      which place shall be specified in the notice of the meeting, or, if not so
      specified, at the place where the meeting is to be held.  The list
      shall also be produced and kept at the time and place of the meeting during
      the
      whole time thereof, and may be inspected by any stockholder who is
      present.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      5.  Special meetings
      of the stockholders, for any purpose or purposes, unless otherwise prescribed
      by
      statute or by the Certificate of Incorporation, may be called by the Chairman
      of
      the Board or the President and shall be called by the Chairman of the Board,
      the
      President, or the Secretary at the request in writing of a majority of the
      Board
      of Directors.  Such request shall state the purpose or purposes for
      the proposed meeting.

     

    Section
      6.  Written notice of
      a special meeting stating the place, date and hour of the meeting and the
      purpose or purposes for which the special meeting is called, shall be given
      not
      less than ten (10) nor more than fifty (50) days before the date of the meeting,
      to each stockholder entitled to vote at such meeting.

     

    Section
      7.  Notice to
      Stockholder Business.

     

    (a)  Annual
      Meetings of Stockholders. (1) The proposal of business to be considered by
      the
      stockholders may be made at an annual meeting of stockholders only (i) pursuant
      to the Corporation’s notice of meeting (or any supplement thereto), (ii) by or
      at the direction of the Board of Directors or (iii) 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 7 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 7.

     

    (2)  For
      business to be properly brought before an annual meeting by a stockholder
      pursuant to clause (iii) of paragraph (a)(1) of this Section 7, the stockholder
      must have given timely notice thereof in writing to the Secretary of the
      Corporation and any such proposed business 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 day nor earlier than
      the
      close of business on the one hundred twentieth day prior to the first
      anniversary of the preceding year’s annual meeting (provided, however, that in
      the event that the date of the annual meeting is more than thirty days before
      or
      more than seventy 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 prior to such annual meeting and not later than the close of
      business on the later of the ninetieth day prior to such annual meeting or
      the
      tenth 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) 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 (B)
      as
      to the stockholder giving the notice and the beneficial owner, if any, on whose
      behalf the 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 (x) 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 and/or (y) otherwise
      to
      solicit proxies from stockholders in support of such proposal.  The
      foregoing notice requirements shall be deemed satisfied by a stockholder if
      the
      stockholder has notified the Corporation of his or her 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.


    
      
        
        

      

      
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    (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 pursuant to the Corporation’s notice of
      meeting.

     

    (c)  General.  (1)
      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 7.  Except as otherwise provided by law, the chairman of
      the meeting shall have the power and duty (i) to determine whether 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 7 (including
      whether the stockholder or beneficial owner, if any, on whose behalf the
      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 proposal
      in compliance with such stockholder’s representation as required by clause
      (a)(2)(B)(iv) of this Section 7) and (ii) if any proposed business was not
      made
      or proposed in compliance with this Section 7, to declare that such proposed
      business shall not be transacted.  Notwithstanding the foregoing
      provisions of this Section 7, 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 such proposed business, 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 7, “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.


    
      
        
        

      

      
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    (3)  Notwithstanding
      the foregoing provisions of this Section 7, 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
      7.  Nothing in this Section 7 shall be deemed to affect any rights (i)
      of stockholders to request inclusion of proposals in the Corporation’s proxy
      statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
      of any series of Preferred Stock to elect directors pursuant to any applicable
      provisions of the Certificate of Incorporation.

     

    Section
      8.  The holders of a
      majority of the stock issued and outstanding and entitled to vote thereat,
      present in person or represented by proxy, shall constitute a quorum at all
      meetings of the stockholders for the transaction of business except as otherwise
      provided by statute or by the Certificate of Incorporation.  If,
      however, such quorum shall not be present or represented at any meeting of
      the
      stockholders, the stockholders entitled to vote thereat, present in person
      or
      represented by proxy, shall have power to adjourn the meeting from time to
      time,
      without notice other than announcement at the meeting, until a quorum shall
      be
      present or represented.  At such adjourned meeting at which a quorum
      shall be present or represented any business may be transacted which might
      have
      been transacted at the meeting as originally notified.  If the
      adjournment is for more than thirty (30) days, or if after the adjournment
      a new
      record date is fixed for the adjourned meeting, a notice of the adjourned
      meeting shall be given to each stockholder of record entitled to vote at the
      meeting.

     

    Section
      9.  When a quorum is
      present at any meeting, the vote of the holders of a majority of the stock
      having voting power present in person or represented by proxy shall decide
      any
      question brought before such meeting, unless the question is one upon which
      by
      express provisions of the statutes, the Certificate of Incorporation, or these
      By-Laws, a different vote is required or permitted, in which case such express
      provision shall govern and control the decision of such question.

     

    Section
      10.  Unless otherwise
      provided in the Certificate of Incorporation with respect to the election of
      Directors, each stockholder shall at every meeting of the stockholders be
      entitled to one vote in person or by proxy for each share of the Capital Stock
      having voting power held by such stockholder, but no proxy shall be voted on
      after three years from its date, unless the proxy provides for a longer
      period.

     

    Section
      11.  The Corporation
      may, and to the extent required by law shall, in advance of any meeting of
      stockholders, appoint one or more inspectors to act at the meeting and make
      a
      written report thereof.  The Corporation may designate one or more
      persons as alternate inspectors to replace any inspector who fails to
      act.  If no inspector or alternate is able to act at a meeting of
      stockholders, the person presiding at the meeting may, and to the extent
      required by law 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 faithfully to execute the duties of
      inspector with strict impartiality and according to the best of his
      ability.  Every vote taken by ballots shall be counted by an inspector
      or inspectors appointed by the chairman of the meeting.


    
      
        
        

      

      
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    ARTICLE
      III

     

    DIRECTORS

     

    Section
      1.  The number of
      Directors which shall constitute the whole Board shall be not less than nine
      and
      not more than twenty-one, as may be determined from time to time by the Board
      of
      Directors.  The Directors shall be elected at the annual meeting of
      the stockholders, except as provided in Section 3 of this Article, and each
      Director elected shall hold office until his successor is elected and
      qualified.  Directors need not be stockholders.

     

    Section
      2.  If, at the time
      of the annual meeting, the Certificate of Incorporation shall provide for the
      election of Directors by a particular class of the Capital Stock of the
      Corporation, then persons shall be placed in nomination for election as
      Directors to represent such class of Capital Stock.  A majority of the
      shares of the respective class of the Capital Stock outstanding and eligible
      to
      vote in the election shall elect each Director for such
      class.  “Majority” as used in the preceding sentence with respect to
      any nominee for Director is defined to mean that the affirmative vote of more
      than one half (1/2) of the shares of the respective class outstanding and
      eligible to vote in the election has been cast for such
      Director.  Nominations to represent the Class ‘A’ shareholders shall
      be of independent persons only.  For these purposes, ‘independent’
shall mean a person who:

     

    
      	
               

            	
              ·

            	
              has
                not been employed by the Company or an affiliate in any executive
                capacity
                within the last five years;

            


    

     

    
      	
               

            	
              ·

            	
              was
                not, and is not a member of a corporation or firm that is one of
                the
                Company’s paid advisers or
                consultants;

            


    

     

    
      	
               

            	
              ·

            	
              is
                not employed by a significant customer, supplier or provider of
                professional services;

            


    

     

    
      	
               

            	
              ·

            	
              has
                no personal services contract with the
                Company;

            


    

     

    
      	
               

            	
              ·

            	
              is
                not employed by a foundation or university that receives significant
                grants or endowments from the
                Company;

            


    

     

    
      	
               

            	
              ·

            	
              is
                not a relative of the management of the
                Company;

            


    

     

    
      	
               

            	
              ·

            	
              is
                not a shareholder who has signed shareholder agreements legally binding
                him to vote with management; and

            


    

     

    
      	
               

            	
              ·

            	
              is
                not the chairman of a company on which Dillard’s, Inc. Chairman or Chief
                Executive Officer is also a board
                member.

            


    

     

    Section
      3.  Vacancies and
      newly created Directorships resulting from any increase in the authorized number
      of Directors may be filled by a majority of the Directors then in office, though
      less than a quorum, or by a sole remaining Director, and the Directors so chosen
      shall hold office until the next annual election and until their successors
      are
      duly elected and shall qualify, unless sooner displaced.  If there are
      no Directors in office, then an election of Directors may be held in the manner
      provided by statute.  If, at the time of filling any vacancy or any
      newly created Directorship, the Directors then in office shall constitute less
      than a majority of the whole Board (as constituted immediately prior to such
      increase), the Court of Chancery may, upon application of any stockholder or
      stockholders holding at least ten per cent (10%) of the total number of the
      shares at the time outstanding having the right to vote for such Directors,
      summarily order an election to be held to fill any such vacancies or newly
      created Directorships, or to replace the Directors chosen by the Directors
      then
      in office.


    
      
        
        

      

      
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    Section
      4.  At any special
      meeting of the stockholders, duly called as provided in these By-Laws, any
      Director or Directors may be removed from office; provided, however, that no
      Director shall be removed for cause without the affirmative vote of the holders
      of four-fifths of the outstanding shares of the stock entitled to vote for
      the
      election of Directors; and provided, further, that no Director shall be removed
      without cause unless such removal is approved by the affirmative vote of the
      holders of a majority of the outstanding shares of the particular class that
      elected such Director in the first instance.

     

    Section
      5.  (a)  Each person who
      was or is made a party or is threatened to be made a party to or is otherwise
      involved in an action, suit or proceeding, whether civil, criminal,
      administrative or investigative (hereinafter a “proceeding”), by reason of the
      fact that he 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 with respect to an employee benefit plan
      (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged
      action in an official capacity as a director, officer, employee or agent or
      in
      any other capacity while serving as a director, officer, employee or agent,
      shall be indemnified and held harmless by the Corporation to the fullest extent
      authorized by the Delaware General Corporation Law, as the same exists or may
      hereafter be amended (but, in the case of any such amendment, only to the extent
      that such amendment permits the Corporation to provide broader indemnification
      rights than permitted prior thereto), against all expense, liability and loss
      (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties
      and amounts paid in settlement) reasonably incurred or suffered by such
      indemnitee in connection therewith and such indemnification shall continue
      as to
      an indemnitee who has ceased to be a director, officer, employee or agent and
      shall inure to the benefit of the indemniteer’s heirs, executors and
      administrators; provided, however, that, except as provided in
      paragraph (c) hereof with respect to proceedings to enforce rights to
      indemnification, the Corporation shall indemnify any such indemnitee in
      connection with a proceeding (or part thereof) initiated by such indemnitee
      only
      if such proceeding (or part thereof) was authorized by the Board of Directors
      of
      the Corporation.

     

    (b)  The
      right to
      indemnification conferred in paragraph (a) of this Section shall include the
      right to be paid by the Corporation the expenses incurred in defending any
      proceeding for which such right to indemnification is applicable in advance
      of
      its final disposition (hereinafter an “advancement of expenses”);
provided, however, that, if the Delaware General Corporation Law
      requires, an advancement 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 benefit plan) shall be made only upon delivery to the
      Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of
      such indemnitee, to repay all amounts so advanced if it shall ultimately be
      determined by final judicial decision from which there is no further right
      of
      appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled
      to be indemnified for such expense under this Section or
      otherwise.


    
      
        
        

      

      
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    (c)  The
      rights to
      indemnification and to the advancement of expenses conferred in paragraphs
      5(a)
      and (b) of this Section shall be contract rights.  If a claim under
      paragraph (a) or (b) of this Section is not paid in full by the Corporation
      within sixty days after a written claim has been received by the Corporation,
      except in the case of a claim for an advancement of expenses, in which case
      the
      applicable period shall be twenty days, the indemnitee may at any time
      thereafter bring suit against the Corporation to recover the unpaid amount
      of
      the claim.  If successful in whole or in part in any such suit, or in
      a suit brought by the Corporation to recover an advancement of expenses pursuant
      to the terms of an undertaking, the indemnitee shall be entitled to be paid
      also
      the expense of prosecuting or defending such suit.  In (i) any suit
      brought by the indemnitee to enforce a right to indemnification hereunder (but
      not in a suit brought by an indemnitee to enforce a right to an advancement
      of
      expenses) it shall be a defense that, and (ii) in any suit by the Corporation
      to
      recover an advance of expenses pursuant to the terms of an undertaking the
      Corporation shall be entitled to recover such expenses upon a final adjudication
      that, the indemnitee has not met any applicable standard for indemnification
      set
      forth in the Delaware General Corporation Law.  Neither the failure of
      the Corporation (including its Board of Directors, independent legal counsel,
      or
      its stockholders) to have made a determination prior to the commencement of
      such
      suit that indemnification of the indemnitee is proper in the circumstances
      because the indemnitee has met the applicable standard of conduct set forth
      in
      the Delaware General Corporation Law, nor an actual determination by the
      Corporation (including its Board of Directors, independent legal counsel, or
      its
      stockholders) that the indemnitee has not met such applicable standard of
      conduct or, in the case of such a suit brought by the indemnitee, be a defense
      to such suit.  In any suit brought by the indemnitee to enforce a
      right of indemnification or to an advancement of expenses hereunder, or by
      the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an
      undertaking, the burden of proving that the indemnitee is not to be indemnified,
      or to such advancement of expenses, under this Section or otherwise shall be
      the
      Corporation.

     

    (d)  The
      rights to
      indemnification and to the advancement of expenses conferred in this Section
      shall not be exclusive of any other right which any person may have or hereafter
      acquire under any statute, the Corporation’s Certificate of Incorporation,
      by-law, agreement, vote of stockholders or disinterested Directors or
      otherwise.

     

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

     

    (f)  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 (i) to any employee
      or
      agent of the Corporation or to any person serving at the request of the
      Corporation as an employee or agent of another Corporation to the fullest extent
      of the provisions of this Section with respect to indemnification and
      advancement of expenses of Directors and officers of the Corporation and (ii)
      Directors, officers, employees and agents of any Corporation absorbed in a
      consolidation or merger with the Corporation which, if its separate existence
      had continued, would have had power and authority to indemnify its Directors,
      officers and employees or agents.


    
      
        
        

      

      
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    Section
      6.  The business of
      the Corporation shall be managed by its Board of Directors which may exercise
      all such powers of the Corporation and do all such lawful acts and things as
      are
      not by statute or by the Certificate of Incorporation or by these By-Laws
      directed or required to be exercised or done by the stockholders,

     

    MEETINGS
      OF THE BOARD OF DIRECTORS

     

    Section
      7.  The Board of
      Directors of the Corporation may hold meetings, both regular and special, either
      within or without the State of Delaware.

     

    Section
      8.  The first meeting
      of each newly elected Board of Directors shall be held as soon as is practicable
      after each annual election of Directors at the same place at which regular
      meetings of the Board are held, and no notice of such meeting shall be necessary
      to the newly elected Directors in order legally to constitute the meeting,
      provided a quorum shall be present.  Such meeting, however, may be
      held at such time and place as shall be specified in a notice given as
      hereinafter provided for special meetings of the Board of Directors, or as
      shall
      be specified in a written waiver signed by all of the Directors.

     

    Section
      9.  Regular meetings
      of the Board of Directors may be held without notice at such time and at such
      place as shall from time to time be determined by the Board.

     

    Section
      10.  Special meetings
      of the Board may be called by the Chairman of the Board, the President, or
      the
      Secretary on two days’ notice to each Director, either personally or by mail or
      by telegram; special meetings shall be called by the Chairman of the Board,
      the
      President or the Secretary in like manner and on like notice on the written
      request of two Directors.

     

    Section
      11.  At all meetings
      of the Board of Directors, two-thirds of the Directors shall constitute a quorum
      for the transaction of business at such meeting and the act of a majority of
      the
      Directors present at any meeting at which there is a quorum shall be the act
      of
      the Board of Directors except as may be otherwise specifically provided by
      statute or by the Certificate of Incorporation.  If a quorum shall not
      be present at any meeting of the Board of Directors, the Directors present
      thereat may adjourn the meeting from time to time, without notice other than
      announcement at the meeting, until a quorum shall be present.

     

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


    
      
        
        

      

      
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    COMMITTEES
      OF DIRECTORS

     

    Section
      13.  The Board of
      Directors may, by resolution passed by a majority of the whole Board, designate
      one or more committees, each committee to consist of two or more of the
      Directors of the Corporation.  The Board may designate one or more
      Directors as alternate members of any committee, who may replace any absent
      or
      disqualified member at any meeting of the committee.  Any such
      committee, to the extent provided in the resolution, shall have and may exercise
      the powers of the Board of Directors in the management of the business and
      affairs of the Corporation, and may authorize the seal of the Corporation to
      be
      affixed to all papers which may require it; provided, however, that in the
      absence or disqualification of any member of such committee or committees,
      the
      member or members thereof 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
      any such absent or disqualified member.  Such committee or committees
      shall have such name or names as may be determined from time to time by
      resolution adopted by the Board of Directors.

     

    Section
      14.  A majority of
      all the members of any such committee may determine its action and fix the
      time
      and place of its meetings, unless the Board of Directors shall otherwise
      provide.  The Board of Directors shall have power to change the
      members of any committee at any time, to fill vacancies, and to discharge any
      committee, either with or without cause, at any time.

     

    COMPENSATION
      OF DIRECTORS

     

    Section
      15.  The Directors
      may be paid their expenses, if any, of attendance at each meeting of the Board
      of Directors and may be paid a fixed sum for attendance at each meeting of
      the
      Board of Directors or a stated salary as Director.  No such payment
      shall preclude any Director from serving the Corporation in any other capacity
      and receiving compensation therefor.  Members of special or standing
      committees may be allowed like compensation for attending committee
      meetings.

     

    NOMINATION
      OF DIRECTORS

     

    Section
      16.  Only persons who
      were nominated in accordance with the procedures set forth in this Section
      16
      shall be eligible for election as Directors.  Nominations of persons
      for election to the Board of Directors may be made at a meeting of stockholders
      by or at the direction of the Executive Committee of the Board of Directors
      (or,
      in the absence of an Executive Committee, the Board of Directors) or by any
      stockholder of the Corporation entitled to vote for the election of Directors
      at
      the meeting who complies with the notice procedure set forth in this Section
      16.  Such nominations, other than those made by or at the direction of
      the Executive Committee of the Board of Directors, shall be made pursuant to
      timely notice in writing to the Secretary of the Corporation.  To be
      timely, a stockholder’s notice shall be delivered to or mailed and received at
      the principal executive offices of the Corporation not less than 60 days nor
      more than 90 days prior to the meeting; provided, however, that in
      the event that less than 70 days’ notice or prior public disclosure of the date
      of the meeting is given or made to stockholders, notice by the stockholder
      to be
      timely must be so received not later than the close of business on the 10th
      day
      following the day on which such notice of the date of the meeting was mailed
      or
      such public disclosure was made.  Such stockholder’s notice shall set
      forth (a) as to each person whom the stockholder proposes to nominate for
      election or re-election as a Director, (i) the name, age, business address
      and residence address of such person, (ii) the principal occupation or
      employment of such person, (iii) the class and number of shares of the
      Corporation which are beneficially owned by such person and (iv) any other
      information relating to such person that is required, in each case pursuant
      to
      Regulation 14A under the Securities Exchange Act of 1934, as amended (including
      without limitation such persons’ written consent to being named in the proxy
      statement as a nominee and to serving as a director if elected); and (b) as
      to the stockholder giving the notice (i) the name and address, as they
      appear on the Corporation’s books, of such stockholder and (ii) the class
      and number of shares of the Corporation which are beneficially owned by such
      stockholder.  At the request of the Executive Committee or the Board
      of Directors any person nominated by the Executive Committee or the Board of
      Directors for election as a Director shall furnish to the Secretary of the
      Corporation that information required to be set forth in a stockholder’s notice
      of nomination which pertains to the nominee.  No person shall be
      eligible for election as a Director of the Corporation unless nominated in
      accordance with the procedures set forth in Section 16.  The Chairman
      of the meeting shall, if the facts warrant, determine and declare to the meeting
      that a nomination was not made in accordance with the procedures prescribed
      by
      the By-Laws, and if he should so determine, he shall so declare to the meeting
      and the defective nomination shall be disregarded.  Nomination by
      stockholders holding a particular class of stock may be made only for Directors
      to be elected by such class.


    
      
        
        

      

      
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    ARTICLE
      IV

     

    NOTICES

     

    Section
      1.   Whenever, under the provisions of the statutes or of the
      Certificate of Incorporation or of these By-Laws, notice is required to be
      given
      to any Director or stockholder, it shall not be construed to mean personal
      notice, but such notice may be given in writing, by mail, addressed to such
      Director or stockholder, at his address as it appears on the records of the
      Corporation, with postage thereon prepaid, and such notice shall be deemed
      to be
      given at the time when the same shall be deposited in the United States
      mail.  Notice to Directors may also be given by telegram.

     

    Section
      2.   Whenever any notice is required to be given under the provisions
      of the statutes or of the Certificate of Incorporation or of these By-Laws,
      a
      waiver thereof in writing, signed by the person or persons entitled to said
      notice, whether before or after the time stated therein, shall be deemed
      equivalent thereto.

     

     

    ARTICLE
      V

     

    OFFICERS

     

    Section
      1.   The officers of the Corporation shall be chosen by the Board of
      Directors and shall be a Chairman of the Board, a President, a Vice-President,
      a
      Secretary and a Treasurer.  The Board of Directors may also choose
      additional Vice-Presidents, one or more Vice-Chairmen of the Board, and one
      or
      more Assistant Secretaries and Assistant Treasurers.  Any number of
      offices may be held by the same person, unless the Certificate of Incorporation
      or these By-Laws otherwise provide.


    
      
        
        

      

      
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    Section
      2.   The Board of Directors at its first meeting after each annual
      meeting of stockholders shall choose a President, one or more Vice-Presidents,
      a
      Secretary and a Treasurer.

     

    Section
      3.   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
      4.   The salaries of all officers and agents of the Corporation shall
      be fixed by the Board of Directors.

     

    Section
      5.   The officers of the Corporation shall hold office until their
      successors are chosen and qualified.  Any officer elected or appointed
      by the Board of Directors may be removed with or without cause at any time
      by
      the affirmative vote of a majority of the Board of Directors.  Any
      vacancy occurring in any office of the Corporation shall be filled by the Board
      of Directors.

     

    THE
      CHAIRMAN OF THE BOARD

     

    Section
      6.   The principal executive officer of the Corporation shall be the
      Chairman of the Board, and subject to the control of the Board of Directors,
      he
      shall supervise all affairs of the Corporation.  He shall, when
      present, preside at all meetings of the shareholders and of the Board of
      Directors.

     

    THE
      PRESIDENT

     

    Section
      7.   The principal administrative officer of the Corporation shall be
      the President, who shall supervise the operations of the Corporation, with
      such
      duties as shall be assigned by the Board of Directors and by the Chairman of
      the
      Board.  In the absence of the Chairman of the Board, or in the event
      of his death, inability or refusal to act, the President shall perform the
      duties of the Chairman of the Board, subject to the control of the Board of
      Directors.  The President shall execute bonds, mortgages and other
      contracts requiring the seal, under the seal of the Corporation, except where
      required or permitted by 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.

     

    THE
      VICE-PRESIDENTS

     

    Section
      8.   In the absence of the President or in the event of his inability
      or refusal to act, the Vice-President (or in the event there be more than one
      Vice-President, the Vice-Presidents in the order designated, or in the absence
      of any designation, then in the order of their election) shall perform the
      duties of the President, and when so acting, shall have all the powers of and
      be
      subject to all the restrictions upon the President.  The
      Vice-Presidents shall perform such other duties and have such other powers
      as
      the Board of Directors may from time to time prescribe.


    
      
        
        

      

      
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    THE
      SECRETARY AND ASSISTANT SECRETARY

     

    Section
      9.   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 the standing committees
      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 other duties as may be prescribed by the Board of Directors or
      President, under whose supervision he shall be.  He shall have custody
      of the corporate seal 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.

     

    Section
      10.   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.

     

    THE
      TREASURER AND ASSISTANT TREASURERS

     

    Section
      11.   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.

     

    Section
      12.   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 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.

     

    Section
      13.   If required by the Board of Directors, he shall give the
      Corporation a bond (which shall be renewed every six 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
      to
      the Corporation, in case of his death, resignation, 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.

     

    Section
      14.   The Assistant Treasurer, or if there shall be more than one, the
      Assistant Treasurers in the order designated by the Board of Directors (or
      if
      there be no such designation, 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.


    
      
        
        

      

      
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    ARTICLE
      VI

     

    CERTIFICATES
      OF STOCK

     

    Section
      1.  

     

    (a)  The
      shares of stock of
      the Corporation shall be either certificated or uncertificated, as determined
      by
      the Board of Directors. Each such share of stock may be issued in a book-entry
      form and otherwise eligible for registration under a direct registration
      system.

     

    (b)  Every
      holder of duly
      issued certificated shares of stock in the Corporation shall be entitled to
      have
      a certificate, signed by, or in the name of the Corporation by, the Chairman
      or
      Vice-Chairman of the Board of Directors or the President or a Vice-President,
      and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
      Secretary of the Corporation, certifying the number of shares owned by him
      in
      the Corporation.  If the Corporation shall be authorized to issue more
      than one class of stock or more than one series of any class, the designations,
      preferences and relative, participating, optional or other special rights of
      each class of stock or series thereof and the qualifications, limitations or
      restrictions of such preferences and/or rights shall be set forth in full or
      summarized on the face or back of the certificate which the Corporation shall
      issue to represent such class or series of stock, provided that, except as
      otherwise provided in Section 202 of the General Corporation Law of Delaware,
      in
      lieu of the foregoing requirements, there may be set forth on the face or back
      of the certificate which the Corporation shall issue to represent such class
      or
      series of stock, a statement that the Corporation will furnish without charge
      to
      each stockholder who so requests the designations, preferences and relative
      participating, optional or other special rights of each class of stock or series
      thereof and the qualifications, limitations or restrictions of such preferences
      and/or rights.

    


    Section
      2.   If a certificate is countersigned (1) by a Transfer Agent other
      than the Corporation or its employee, or, (2) by a Registrar other than the
      Corporation or its employee, any other signature on the certificate may be
      facsimile.  In case any officer, transfer agent or registrar who has
      signed or whose facsimile signature has been placed upon a certificate shall
      have ceased to be such officer, transfer agent or registrar before such
      certificate is issued, it may be issued by the Corporation with the same effect
      as if he were such officer, transfer agent or registrar at the date of
      issue.

     

    LOST
      CERTIFICATES

     

    Section
      3.   The Board of Directors may direct a new certificate or
      certificates to be issued in place of any certificate or certificates
      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 of stock to be lost, stolen or destroyed.  When
      authorizing such issue of a new certificate or certificates, the Board of
      Directors may, in its discretion and as a condition precedent to the issuance
      thereof, require the owner of such lost, stolen or destroyed certificate or
      certificates, or his legal representative, to advertise the same in such manner
      as it shall require and/or to give the Corporation a bond in such sum as it
      may
      direct as indemnity against any claim that may be made against the Corporation
      with respect to the certificate alleged to have been lost, stolen or
      destroyed.


    
      
        
        

      

      
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    Section
      4.   Transfers of shares of the Capital Stock of the Corporation shall
      be made only on the books of the Corporation by the holder thereof, or by his
      attorney thereunto authorized by a power of attorney duly executed and filed
      with the Secretary of the Corporation or a transfer agent of the Corporation,
      if
      any, and on surrender of the certificate or certificates for such shares
      properly endorsed.

     

    FIXING
      RECORD DATE

     

    Section
      5.   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, in advance, a record date,
      which shall not be more than sixty (60) nor less than ten (10) days before
      the
      date of such meeting, nor more than sixty (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.

     

    REGISTERED
      STOCKHOLDERS

     

    Section
      6.   The Corporation shall be entitled to recognize the exclusive
      right of a person registered on its books as the owner of shares to receive
      dividends, and to vote as such owner, and to hold liable for calls and
      assessments a person registered on its books as the owner 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 other notice thereof, except as otherwise provided by the laws of
      Delaware.

     

     

    ARTICLE
      VII

     

    GENERAL
      PROVISIONS

     

    DIVIDENDS

     

    Section
      1.   Dividends upon the Capital Stock of the Corporation, subject to
      the provisions of applicable law and of the Certificate of Incorporation, if
      any, may be declared by the Board of Directors at any regular or special
      meeting, pursuant to law.  Dividends may be paid in cash, in property,
      or in shares of the Capital Stock, subject to the provisions of the Certificate
      of Incorporation.

     

    Section
      2.   Before payment of any dividend, there may be set aside out of any
      funds of the Corporation available for dividends such sum or sums as the
      Directors from time to time, in their absolute discretion, think proper as
      a
      reserve or reserve to meet contingencies, or for equalizing dividends, or for
      repairing or maintaining any property of the Corporation, or for such other
      purpose as the Directors shall think conducive to the interest of the
      Corporation, and the Directors may modify or abolish any such
      reserve.


    
      
        
        

      

      
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    ANNUAL
      STATEMENT

     

    Section
      3.   The Board of Directors shall present at each annual meeting, and
      at any special meeting of the stockholders when called for by vote of the
      stockholders, a full and clear statement of the business and condition of the
      Corporation.

     

    CHECKS

     

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

     

    FISCAL
      YEAR

     

    Section
      5.   The fiscal year of the Corporation shall be fixed by resolution
      of the Board of Directors.

     

    SEAL

     

    Section
      6.   The corporate seal shall have inscribed thereon the name of the
      Corporation, the year of its organization and the words “Corporate Seal,
      Delaware.” The seal may be used by causing it or a facsimile thereof to be
      impressed or affixed or reproduced or otherwise.

     

     

    ARTICLE
      VIII

     

    AMENDMENTS

     

    Section
      1.   These By-Laws may be altered, amended or repealed or new By-laws
      may be adopted by the stockholders or by the Board of Directors, when such
      power
      is conferred upon the Board of Directors by the Certificate of Incorporation,
      at
      any regular meeting of the stockholders or of the Board of Directors or at
      any
      special meeting of the stockholders or of the Board of Directors, if notice
      of
      such alteration, amendment, repeal or adoption of new By-Laws be contained
      in
      the notice of such special meeting; provided, however, that By-Laws shall not
      be
      adopted, altered, amended or repealed by the stockholders except, in addition
      to
      any other vote required by law, by the vote of the holders of not less than
      four-fifths of all classes of stock entitled to vote in the election of
      Directors; provided, further, that nothing in this section shall affect the
      right of stockholders to set qualifications for Directors as provided in Section
      1 of Article NINTH of the Certificate of Incorporation.

     

     

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