**Exhibit 3.2****AMENDED AND RESTATED****BYLAWS****OF****BKF CAPITAL GROUP, INC.**
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BYLAWSOFBKF CAPITAL GROUP, INC.AS AMENDED AND RESTATED AS OFMarch 5, 2008 **ARTICLE I****STOCKHOLDERS**     SECTION 1.1 Annual Meeting. An annual meeting of stockholders shall be held at suchplace, date and hour as may be determined by resolution of the board of directors from time totime. At the annual meeting, the stockholders shall elect directors as provided in the RestatedCertificate of Incorporation of the Company and transact such other business as may properly comebefore the meeting in accordance with Section 1.6 of these Bylaws.     SECTION 1.2 Special Meetings. Special meetings of stockholders for any purpose orpurposes may be called at any time by the chief executive officer and shall be called by thepresident or the secretary at the request in writing of either (a) the holder or holders of sharesof common stock entitled to at least 25% of the voting power generally in the election of directorsor (b) a majority of the members of the whole board of directors. Such request shall state thepurpose or purposes of the proposed special meeting. Except as otherwise prescribed by the DelawareGeneral Corporation Law or the Restated Certificate of Incorporation, special meetings ofstockholders may not be called by any other person or persons. The date, time and place of anyproperly called special meeting shall be determined by the chief executive officer. The businesstransacted at any special meeting of stockholders shall be limited to the purpose or purposes forwhich the meeting is called stated in the Company’s notice of the meeting pursuant to Section 1.3of these Bylaws.     SECTION 1.3 Notice of Meetings. Whenever stockholders are required or permitted totake any action at a meeting, annual or special, a written notice of the meeting shall be given toeach stockholder entitled to vote at such meeting that shall state the place, date and hour of themeeting and the purpose or purposes for which the meeting is called. Unless otherwise provided bythe Delaware General Corporation Law, the Restated Certificate of Incorporation or these Bylaws,the written notice of any meeting shall be given not less than 10 nor more than 60 days before thedate of the meeting to each stockholder entitled to vote at such meeting. If mailed, such noticeshall be deemed to be given when deposited in the United States mail, postage prepaid, directed tothe stockholder at his, her or its address as it appears on the records of the Company. Any meetingof stockholders as to which notice has previously been given may at any time prior to itscommencement be canceled by resolution of the board of directors.
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     SECTION 1.4 Adjournment of Meetings. Any meeting of stockholders, annual or special,may adjourn from time to time to reconvene at the same or some other place, and notice need not begiven of any such adjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken. At the adjourned meeting the Company may transact any businesswhich might have been transacted at the original meeting. If the adjournment is for more than 30days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice ofthe adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.     SECTION 1.5 Quorum at Meetings. Except as otherwise provided by the Delaware GeneralCorporation Law, the Restated Certificate of Incorporation or these Bylaws, at each meeting ofstockholders the presence in person or by proxy of the holders of a majority in voting power of theoutstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient toconstitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote,adjourn the meeting from time to time in the manner provided in Section 1.4 of these Bylaws until aquorum shall attend. Shares of its own stock belonging to the Company or to another corporation, ifa majority of the shares entitled to vote in the election of directors of such other corporation isheld, directly or indirectly, by the Company, shall neither be entitled to vote nor be counted forquorum purposes; provided, however, that the foregoing shall not limit the right of the Company orany subsidiary of the Company to vote stock, including but not limited to its own stock, held by itin a fiduciary capacity.     SECTION 1.6 Nominations and Business at Meetings.          (a) Nominations of persons for election as directors of the Company at any meeting ofstockholders called for the election of directors may be made by or at the direction of the boardof directors or by a stockholder who is entitled to vote at such meeting and who complies with theapplicable provisions of this Section 1.6. For a nomination of any person for election as adirector of the Company to be properly made by a stockholder at any meeting, the stockholder musthave given timely advance notice thereof in writing to the secretary of the Company.          (b) At any meeting of stockholders, only business shall be conducted which has been properlybrought before the meeting. To be properly brought before a meeting of stockholders, business mustbe specified in the notice of meeting given by, or at the direction of, the board of directors orotherwise properly brought before the meeting by or at the direction of the board of directors orby a stockholder who is entitled to vote at such meeting. For business to be properly broughtbefore a meeting by a stockholder, the business must, under the laws of Delaware, be a propersubject for stockholder action, and the stockholder must have given timely advance notice thereofin writing to the secretary of the Company.          (c) To be timely, a stockholder’s notice of his intention to nominate a person for election asa director at any meeting pursuant to paragraph (a) of this Section 1.6 or to bring other businessbefore any meeting pursuant to paragraph (b) of this Section 1.6 must in either case be deliveredto or mailed, postage prepaid, and received by the secretary at the Company’s headquarters:
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          (i) for an annual meeting, not less than 60 days before the date on which the Companyfirst mailed its proxy materials for the prior year’s annual meeting; provided, however,that if the date of the current year’s annual meeting has been advanced by more than 30 daysfrom the date of the prior year’s annual meeting, then such notice must be received by thesecretary not later than the close of business on the tenth day following the date on whichthe Company first makes public disclosure of the date of the meeting; and          (ii) for a special meeting, not later than the close of business on the tenth dayfollowing the date on which the Company first makes public disclosure of the date of themeeting.For purposes of this Section 1.6, “public disclosure” shall mean disclosure by the Company in apress release reported by the Dow Jones News Service or comparable national news service or in adocument publicly filed by the Company with the Securities and Exchange Commission.     (d) Any notice given by a stockholder pursuant to paragraph (a) of this Section 1.6 shall setforth: (i) the name and address of the stockholder who Intends to make the nomination, as theyappear on the Company’s stock ledger, and of the beneficial owner, if any, on whose behalf thenomination is made; the name, age, business address and, if known, residence address of thenominee; (iii) the principal occupation or employment of the nominee; (iv) the class and number ofshares of stock of the Company which are beneficially owned by the nominee and by the nominatingstockholder and any such beneficial owner on whose behalf the nomination is made; (v) any otherinformation concerning the nominee that must be disclosed with respect to nominees in a proxystatement pursuant to Regulation 14A under the Securities Exchange Act of 1934; and (vi) theexecuted consent of the nominee to serve as a director of the Company, if elected. The Company mayrequire any such nominee to furnish such other information as may reasonably be required todetermine the eligibility of the nominee to be a director of the Company.     (e) Any notice given by a stockholder pursuant to paragraph (b) of this Section 1.6 shall setforth (i) a brief description of the business which the stockholder desires to bring before themeeting, (ii) the name and address of the stockholder giving the notice, as they appear on theCompany’s stock ledger, and of the beneficial owner, if any, on whose behalf such notice is given,(iii) the class and number of shares of stock of the Company which are beneficially owned by thestockholder giving the notice and by any such beneficial owner and (iv) the reasons for conductingsuch business at the meeting and any material interest in such business of such stockholder and anysuch beneficial owner. The Company may require any such stockholder to furnish such otherinformation as may reasonably be required to determine whether any such proposed item of businessis a proper subject for stockholder action.     (f) In addition to, and not in limitation of, the provisions of this Section 1.6, astockholder shall also comply with all applicable requirements of the Securities Exchange Act of1934 and the rules and regulations thereunder with respect to any nomination of a person forelection as a director of the Company or with respect to the proposal of any other business, as thecase may be, which such stockholder wishes to make or present at any meeting of stockholders of theCompany.
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     SECTION 1.7 Organization and Conduct of Meetings.          (a) The chairman of the board of the Company shall be the chairman of, and shall preside at,all annual and special meetings of stockholders. In the event of the absence of the chairman of theboard from any meeting of stockholders, the meeting will be presided over by the president of theCompany or, in his or her absence, by a chairman designated by the board of directors, or in theabsence of such designation by a chairman chosen by the meeting. The secretary of the Company shallact as secretary of the meeting, but in his or her absence the chairman of the meeting may appointany person to act as secretary of the meeting.          (b) The date and time of the opening and the closing of the polls for each matter upon whichthe stockholders will vote at a meeting shall be announced at the meeting by the chairman of themeeting. The board of directors of the Company may adopt by resolution such rules and regulationsfor the conduct of any or all meetings of stockholders as it shall deem appropriate. Except to theextent inconsistent with such rules and regulations, if any, as adopted by the board of directors,the chairman of any meeting of stockholders shall have the right and authority to prescribe suchrules, regulations and procedures and to do all such acts as, in the judgment of such chairman, areappropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whetheradopted by the board of directors or prescribed by the chairman of the meeting, may include,without limitation, the following: (i) the establishment of an agenda or order of business for themeeting; (ii) rules and procedures for maintaining order at the meeting and the safety of thosepresent; (iii) limitations on attendance at or participation in the meeting to stockholders ofrecord of the Company, their duly authorized and constituted proxies or such other persons as thechairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the timefixed for the commencement thereof; and (v) limitations on the time allotted to questions orcomments by participants. Except to the extent determined otherwise by the board of directors orthe chairman of the meeting, meetings of stockholders shall not be required to be held inaccordance with the rules of parliamentary procedure.          (c) The chairman of the meeting shall have the power and duty to determine whether anomination of a person for election as a director of the Company or any other business proposed tobe brought before the meeting was made or brought in accordance with the procedures set forth inSection 1.6 of these Bylaws and Article Sixth of the Restated Certificate of Incorporation and, ifany proposed nomination or other business is not in such compliance, to declare that such defectivenomination or proposal shall be disregarded.     SECTION 1.8 Required Vote. A plurality of the votes cast at any meeting for theelection of directors shall be sufficient to elect. Except as otherwise provided by the DelawareGeneral Corporation Law, the Restated Certificate of Incorporation or these Bylaws, all mattersother than the election of directors submitted to the stockholders at any meeting shall be decidedby the affirmative vote of the holders of a majority in voting power of the shares of stock whichare present in person or by proxy and entitled to vote thereon.     SECTION 1.9 Voting; Proxies.          (a) Except as otherwise provided by law or by the Restated Certificate of Incorporation, eachstockholder entitled to vote at any meeting of stockholders shall be entitled
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to one vote for each share of stock held by him, her or it which has voting power upon thematter in question. Each stockholder entitled to vote at a meeting of stockholders may authorizeanother person or persons to act for him, her or it by proxy, but no such proxy shall be voted oracted upon after three years from its date, unless the proxy provides for a longer period. To bevalid, a proxy must be filed with the secretary of the Company or his or her representative at orbefore the time of the meeting at which it is intended that it be voted or acted upon. A proxyshall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupledwith an interest sufficient in law to support an irrevocable power. A stockholder may revoke anyproxy which is not irrevocable by attending the meeting and voting in person or by filing aninstrument in writing revoking the proxy or by delivering to the secretary of the Company a proxyin accordance with applicable law bearing a later date. Except as otherwise provided in theRestated Certificate of Incorporation or as determined by the chairman of the meeting, voting atany meeting of stockholders need not be by written ballot.     SECTION 1.10 No Action by Written Consent. Any action required or permitted to betaken at any annual or special meeting of stockholders must be taken at such a meeting duly called,upon proper notice to all stockholders entitled to vote. No action required to be taken or whichmay be taken at any annual or special meeting of stockholders may be taken without a meeting,without prior notice and without a vote.     SECTION 1.11 Record Dates for Meetings and Other Purposes. In order that the Companymay determine the stockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or entitled to receive payment of any dividend or other distribution orallotment of any rights, or entitled to exercise any rights in respect of any change, conversion orexchange of stock or for the purpose of any other lawful action, the board of directors may fix arecord date, which record date shall not precede the date upon which the resolution fixing therecord date is adopted by the board of directors, and which record date: (i) in the case of adetermination of stockholders entitled to vote at any meeting of stockholders or adjournmentthereof, shall, unless otherwise required by the Delaware General Corporation Law, not be more than60 nor less than 10 days before the date of such meeting; and (ii) in the case of any other action,shall not be more than 60 days prior to such other action. If no record date is fixed: (i) therecord date for determining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding the day on which notice isgiven, or, if notice is waived, at the close of business on the day next preceding the day on whichthe meeting is held; (ii) the record date for determining stockholders for any other purpose shallbe at the close of business on the day on which the board of directors adopts the resolutionrelating thereto. A determination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided, however, that theboard of directors may fix a new record date for the adjourned meeting.     SECTION 1.12 List of Stockholders Entitled to Vote. The secretary of the Companyshall prepare and make, at least 10 days before every meeting of stockholders, a complete list ofthe stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing theaddress 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 themeeting, during ordinary business hours, for a period of at least 10 days prior to the meeting,either at a place within the city where the meeting is to be held, which place shall be specifiedin
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the notice of the meeting, or if not so specified, at the place where the meeting is to beheld. The list shall also be produced and kept at the time and place of the meeting during thewhole time thereof and may be inspected by any stockholder who is present. Upon the willful neglector refusal of the directors to produce such a list at any meeting for the election of directors,they shall be ineligible for election to any office at such meeting.     SECTION 1.13 Inspectors of Election. By action of its board of directors the Companyshall, in advance of any meeting of stockholders, appoint one or more inspectors of election, whomay be employees of the Company, to act at the meeting or any adjournment thereof and to make awritten report thereof. In the same manner, the Company may designate one or more persons asalternate inspectors to replace any inspector who fails to act. In the event that no inspector soappointed or designated is able to act at a meeting of stockholders, the chairman of the meetingshall appoint one or more inspectors to act at the meeting. Each inspector, before entering uponthe discharge of his or her duties, shall take and sign an oath to execute faithfully the duties ofinspector with strict impartiality and according to the best of his or her ability. The inspectoror inspectors so appointed or designated shall: (i) ascertain the number of shares of capital stockof the Company outstanding at the record date for the meeting and the voting power of each suchshare; (ii) determine the shares of capital stock of the Company represented at the meeting and thevalidity of proxies and ballots; (iii) count all votes and ballots; (iv) determine and retain for areasonable period a record of the disposition of any challenges made to any determination by theinspectors; and (v) certify their determination of the number of shares of capital stock of theCompany represented at the meeting and such inspectors’ count of all votes and ballots. Suchcertification and report shall specify such other information as may be required by law orspecified by the chairman of the meeting. In determining the validity and counting of proxies andballots cast at any meeting of stockholders of the Company, the inspectors may consider suchinformation as is permitted by applicable law. No person who is a candidate for an office at anelection may serve as an inspector at such election.     SECTION 1.14 Stockholders of Record. Except as otherwise provided by law, the stockledger of the Company provided for by Section 4.4 of these Bylaws shall be the only evidence as towho are the stockholders of the Company entitled, upon compliance with any applicable provisions ofthe Delaware General Corporation Law: (i) to examine the stock ledger, any list of stockholders(including the list of stockholders referred to in Section 1.12 of these Bylaws) or the other booksand records of the Company; and (ii) to vote in person or by proxy at any meeting of stockholders.The Company shall be entitled to treat the holder of record of any shares of stock of the Companyas the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable orother claim to or interest in such shares on the part of any other person, whether or not it shallhave express or other notice thereof, except as otherwise provided by law. All references in theDelaware General Corporation Law, the Restated Certificate of Incorporation or these Bylaws, unlessthe context or the law otherwise requires, to “stockholders,” “stockholders of record,” “registeredowners” and similar terms shall refer in each case, at a given date, only to the stockholders andthe stock of the Company held by them as such information is set forth on the stock ledger of theCompany as of such date.
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**ARTICLE II****BOARD OF DIRECTORS**     SECTION 2.1 Powers. The business and affairs of the Company shall be managed by orunder the direction of the board of directors of the Company, except as may be otherwise providedby law or the Restated Certificate of Incorporation. In addition to the powers and authorities bythese Bylaws expressly conferred upon them, the board of directors may exercise all such powers ofthe Company and do all such lawful acts and things as are not by statute or by the RestatedCertificate of Incorporation or by these Bylaws required to be exercised or done by thestockholders.     SECTION 2.2 Number, Classification, Election, Term of Office and Qualifications. Thenumber of directors which shall constitute the whole board shall be fixed from time to time by theboard of directors of the Company pursuant to a resolution adopted by the affirmative vote of notless than two thirds of the directors of the Company then in office or by the stockholders of theCompany upon the affirmative vote of the holders of at least 80% of the shares of the Company thenentitled to be voted on such matter. The directors of the Company shall be classified and electedand their terms of office shall be as provide in Article Sixth of the Restated Certificate ofIncorporation and in Article I of these Bylaws. Directors need not be stockholders.     SECTION 2.3 Resignation, Removal and Vacancies. Any director may resign at any timeupon written notice to the Company. Unless the board of directors of the Company determinesotherwise, any director who is also an employee of the Company or its affiliates shall be deemed tohave retired as a director upon such director’s retirement as an employee or termination ofemployment. Removal of directors shall be accomplished in the manner provided by Article Sixth ofthe Restated Certificate of Incorporation and required by law.     SECTION 2.4 Newly Created Directorships. Subject to applicable law and the RestatedCertificate of Incorporation, and unless the board of directors of the Company otherwisedetermines, vacancies resulting from death, resignation, retirement, disqualification, removal fromoffice or other cause, and newly created directorships resulting from any increase in theauthorized number of directors, may be filled only by the affirmative vote of a majority of theremaining directors, though less than a quorum of the board of directors, or by a sole remainingdirector, and directors so chosen shall hold office for a term expiring at the annual meeting ofstockholders at which the term of office of the class to which they have been elected expires anduntil such director’s successor shall have been duly elected and qualified.     SECTION 2.5 Annual Meeting. The first meeting of the board of directors followingeach annual meeting of stockholders shall be held immediately after, and at the same place as, suchannual meeting of stockholders, and no notice of such meeting other than this Bylaw shall benecessary to any director, including any director elected at such annual meeting of stockholders,in order legally to constitute the meeting provided a quorum shall be present. In the event of thefailure to hold such meeting of the board of directors at the time and place specified in thepreceding sentence, the meeting may be held at such time and place as shall be specified in anotice given as hereinafter provided for special meetings of the board of directors, or as shall
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be specified in a written waiver of notice signed by those directors who did not attend suchmeeting.     SECTION 2.6 Regular Meetings. Regular meetings of the board of directors, or of anycommittee thereof, may be held at such places within or without the State of Delaware and at suchtimes as the board of directors or such committee may from time to time determine, and if sodetermined notices thereof need not be given.     SECTION 2.7 Special Meetings.          (a) Special meetings of the board of directors may be held at any time or place within orwithout the State of Delaware whenever called by the chairman of the board, the president or anytwo members of the board of directors. Notice of a special meeting of the board of directors shallbe given by the person or persons calling the meeting, in the manner specified in Section 2.13 ofthese Bylaws, at least 24 hours before the special meeting.          (b) Special meetings of any committee of the board of directors may be held at any time orplace within or without the State of Delaware whenever called by the chairman of the board, thepresident or the chairman of the committee. Notice of a special meeting of any committee of theboard of directors shall be given by the person calling the meeting, in the manner specified inSection 2.13 of these Bylaws, at least 24 hours before the special meeting.     SECTION 2.8 Telephonic Meetings Permitted. Members of the board of directors, or ofany committee thereof, may participate in a meeting thereof by means of conference telephone orsimilar communications equipment by means of which all persons participating in the meeting canhear each other, and participation in a meeting pursuant to this Section 2.8 shall constitutepresence in person at such meeting.     SECTION 2.9 Quorum; Vote Required for Action. At all meetings of the board ofdirectors a majority of the whole board of directors shall constitute a quorum for the transactionof business. Except in cases in which the Restated Certificate of Incorporation, these Bylaws orapplicable law otherwise provides, the vote of a majority of the directors present at a meeting atwhich a quorum is present shall be the act of the board of directors. If a quorum shall not bepresent at any meeting of the board of directors, the directors present thereat may adjourn themeeting from time to time, without notice other than announcement at a meeting until a quorum shallbe present.     SECTION 2.10 Organization of Meetings. Meetings of the board of directors shall bepresided over by the chairman of the board, or in his or her absence by the vice chairman of theboard, if any, or in his or her absence by the president (if he or she is also a director) or intheir absence by a chairman chosen at the meeting. The secretary of the Company shall act assecretary of the meeting, but in his or her absence the chairman of the meeting may appoint anyperson to act as secretary of the meeting.     SECTION 2.11 Action by Written Consent. Unless otherwise restricted by the RestatedCertificate of Incorporation or these Bylaws, any action required or permitted to be taken at anymeeting of the board of directors, or of any committee thereof, may be taken without a meeting ifall members of the board of directors or such committee, as the case may be, consent thereto in
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writing, and the writing or writings are filed with the minutes of proceedings of the board ofdirectors or such committee.     SECTION 2.12 Committees of the Board.          (a) The board of directors, by a resolution passed by a majority of the whole board ofdirectors, shall appoint from among its members an executive committee, such members to serve atthe pleasure of the board. The number of directors to be appointed as members of the executivecommittee shall be fixed from time to time by resolution of the board but shall not be less thanthree. The board of directors shall designate one of the members of the executive committee aschairman of the executive committee. To the maximum extent permitted by law, the executivecommittee shall have and may exercise, when the whole board of directors is not in session, all thepowers of the board of directors in the management and affairs of the Company, except that theexecutive committee shall not have the power to designate, or revoke the designation of, a chiefexecutive officer pursuant to Section 3.5 of these bylaws, or terminate the employment of the chiefexecutive officer. The executive committee may authorize the seal of the Company to be affixed toall papers which may require it.          (b) The board of directors shall have such other committees, if any, as the board of directorsmay, by resolution passed by a majority of the whole board of directors, designate, each suchcommittee to consist of one or more of the directors of the Company as determined by the board ofdirectors. The board of directors shall appoint the member or members of each such committee, whoshall serve at the pleasure of the board, and shall designate one member of the committee to be itschairman. Each such committee, to the extent permitted by law and provided in the resolution of theboard of directors designating it, shall have and may exercise all the powers and authority of theboard of directors in the management of the business and affairs of the Company. Each suchcommittee may authorize the seal of the Company to be affixed to all papers which may require it.          (c) The board of directors may designate one or more directors as alternate members of anycommittee of the board of directors, who may replace any absent or disqualified member at anymeeting of the committee. In addition, in the absence or disqualification of a member of anycommittee of the board of directors, the member or members thereof present at any meeting and notdisqualified from voting, whether or not such member or members constitute a quorum, mayunanimously appoint another member of the board of directors to act at the meeting in place of anysuch absent or disqualified member.          (d) Unless the board of directors otherwise provides, the executive committee and each othercommittee, if any, designated by the board of directors may make, alter and repeal rules for theconduct of its business. In the absence of such rules each committee shall conduct its business inthe same manner as the board of directors conducts its business pursuant to this Article II. Eachof the committees shall keep minutes of all of its meetings which shall be open to the inspectionof any director at any time.     SECTION 2.13 Notices to Directors.
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          (a) All notices to directors shall be in writing and shall be delivered by hand or sent byfacsimile transmission (“fax”) or mail to the directors at their respective addresses or faxnumbers most recently furnished by each of them in writing to the secretary of the Company. Anynotice delivered by hand to such address of a director shall be deemed to have been given on theday it is so delivered at such address, provided that if such day is not a business day then thenotice shall be deemed to have been given on the business day next following such day. Any noticesent by fax to such fax number of a director shall be deemed to have been given on the date andtime the fax is sent if transmitted during normal business hours on a business day or otherwiseshall be deemed to have been given at the normal opening of business on the business day nextfollowing the date of its transmission. Any notice sent by mail to such address of a director shallbe deemed to have been given when the notice is deposited in the United States mail, postageprepaid. For purposes of this Bylaw, the term “business day” means any day other than a Saturday,Sunday or official national holiday in the United States.          (b) Notice to any member or alternate member of any committee of the board of directors, inhis or her capacity as a committee member, may be given in the same manner as that specified inparagraph (a) for notices to directors as such; notice to any committee member may also be givenorally, in person or by telephone, and in any such case shall be deemed to be given when actuallyreceived by the committee member.     SECTION 2.14 Waiver of Notice. Whenever any notice is required to be given to adirector under the provisions of any statute, the Restated Certificate of Incorporation or theseBylaws, a waiver thereof in writing signed by the director entitled to said notice, whether beforeor after the time stated therein, shall be deemed equivalent to notice. Attendance of a director ata meeting of the board of directors or any committee thereof shall constitute a waiver of notice ofsuch meeting, except when the director attends a meeting for the express purpose of objecting, atthe beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened.     SECTION 2.15 Compensation of Directors. Each director of the Company shall beentitled to receive such compensation on such bases for his or her services as a director and as amember of any standing or special committee of the board of directors as the board of directors byresolution may from time to time determine. In addition, each director, whether or not an employeeof the Company, shall be entitled to reimbursement for all expenses reasonably incurred by him orher in connection with attending any meeting of the board of directors or of any committee thereof.**ARTICLE III****OFFICERS**     SECTION 3.1 Officers. The officers of the Company shall be a chairman of the board, apresident, one or more vice presidents (the number and designation thereof to be determined by theboard of directors), a treasurer and a secretary. The board of directors shall designate either thechairman of the board or the president as the chief executive officer of the Company, and it maydesignate the same or one or more other officers as the chief operating officer and the chieffinancial officer of the Company. The officers of the Company shall be elected by the board of
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directors; provided, however, that in its discretion, the board of directors may leave anysuch office unfilled. The board of directors may also from time-to-time elect such other officersof the Company, including without limitation one or more vice chairmen of the board, assistanttreasurers and assistant secretaries, as it shall deem advisable. Any two or more offices may beheld by the same person. No officer other than the chairman of the board and any vice chairman ofthe board need be a director of the Company.     SECTION 3.2 Term of Office; Resignation; Removal; Vacancies. Each officer of theCompany shall hold office until the first meeting of the board of directors after the annualmeeting of stockholders of the Company next succeeding his or her election, and until his or hersuccessor is elected, or until his or her earlier death, resignation or removal. Any officer mayresign at any time upon written notice to the Company, but such resignation shall be withoutprejudice to the contractual rights of the Company, if any, with such officer. The board ofdirectors may remove any officer with or without cause at any time, but such removal shall bewithout prejudice to the contractual rights of such officer, if any, with the Company. Any vacancyoccurring in any office of the Company by death, resignation, removal or otherwise may be filledfor the unexpired portion of the term by the board of directors at any regular or special meetingthereof.     SECTION 3.3 Compensation of Officers. The salaries and other compensation (including,without limitation, bonuses and similar supplemental payments) of the officers of the Company shallbe fixed or approved from time to time by or under the direction of the board of directors.     SECTION 3.4 Powers and Duties of Officers. Each of the officers of the Company shallhave such powers and perform such duties in the management of the Company as are prescribed orassigned in these Bylaws or as may be prescribed or assigned from time to time by the board ofdirectors or by the officer of the Company to whom he or she reports and, to the extent not soprescribed or assigned, as generally pertain to his or her office, subject to the control of theboard of directors. The board of directors may require any officer, agent or employee to givesecurity for the faithful performance of his or her duties in such form and amount as the board ofdirectors shall determine. Nothing in any other provision of this Article III is intended to limitthe generality of this Section 3.4.     SECTION 3.5 Chief Executive Officer. The chief executive officer of the Company, whoshall be designated by the board of directors and who shall be either the chairman of the board orthe president of the Company, shall have general and active authority, control and supervision overthe business, property and affairs of the Company, subject to the board of directors. The chiefexecutive officer shall report to the board of directors. He or she shall keep the board ofdirectors fully informed, and shall freely consult it, concerning the business and affairs of theCompany, and he or she shall see that all orders and resolutions of the board of directors arecarried out.     SECTION 3.6 Chairman of the Board. The chairman of the board shall preside at themeetings of the board of directors and of the stockholders. As a spokesman of the board ofdirectors, the chairman of the board shall consult from time to time with the officers concerningthe Company’s policies and business, as may be requested by the board of directors or by the
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officers, or on his own initiative. The chairman of the board shall engage or participate in asenior capacity in other matters of concern to the board of directors, as may be requested by theboard of directors. If the chairman of the board has been designated as the Company’s chiefexecutive officer by the board of directors, then he or she shall also have those powers and dutiesconferred by Section 3.5 of these Bylaws upon the chief executive officer.     SECTION 3.7 Vice Chairman of the Board. In the absence of the chairman of the board,the vice chairman of the board, if any, shall preside at the meetings of the board of directors andof the stockholders, and shall perform the duties of the chairman of the board and, when so acting,shall have all the powers of and be subject to all the restrictions upon the chairman of the board.     SECTION 3.8 President. If there is no chairman of the board or vice chairman of theboard in office or in the absence of the chairman of the board and the vice chairman of the boardor in the event of their disability, the president shall also have all of the authority attachingto the office of chairman of the board as described in the preceding section. The president shallperform such other duties and shall have such other powers as may be assigned to him by the boardof directors or by the chairman of the board or vice chairman of the board, if any. If thepresident has been designated as the Company’s chief executive officer by the board of directors,then he or she shall also have those powers and duties conferred by Section 3.5 of these Bylawsupon the chief executive officer.     SECTION 3.9 Vice Presidents. In the absence of the chairman of the board, the vicechairman of the board and the president or in the event of their disability, the vice president (orin the event there be more than one vice president, the vice presidents in the order designated, orin the absence of a designation in the order of their election) shall perform the duties of thechairman of the board, vice chairman of the board and president, and when so acting, shall have allthe powers of and be subject to all the restrictions upon the chairman of the board, the vicechairman of the board and president. The vice presidents shall perform such other duties and havesuch other powers as the board of directors or the chairman of the board, vice chairman of theboard or president may from time to time prescribe.     SECTION 3.10 Secretary. The secretary shall attend all meetings of the board ofdirectors and all meetings of the stockholders, and record all of the proceedings of the meetingsof the stockholders and of the board of directors in a book to be kept for that purpose, and shallperform like duties for the standing committees when required. He or she shall give, or cause to begiven, 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 the chairmanof the board or president, under whose supervision he or she shall be. He or she shall have custodyof the corporate seal of the Company and he or she, or an assistant secretary, shall have authorityto affix it to any instrument requiring it, and when so affixed, it may be attested by his or hersignature or by the signature of such assistant secretary. The board of directors may give generalauthority to any other officer to affix the seal of the Company and to attest the affixing by hisor her signature.     SECTION 3.11 Assistant Secretaries. The assistant secretary, or if there be more thanone, the assistant secretaries in the order determined by the board of directors (or if there be no
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such determination, then in the order of their election or appointment) shall, in the absenceof the secretary or in the event of his or her disability, perform the duties and exercise thepowers of the secretary, and shall perform such other duties and have such other powers as theboard of directors or the chairman of the board or president may from time to time prescribe.     SECTION 3.12 Treasurer. The treasurer shall keep adequate accounts of the receipts,disbursements and other transactions, and of the assets and liabilities, of the Company, shalldeposit with the Company’s custodian funds, securities and other investments of the Company, andshall direct the custodian to make appropriate disbursements of funds and deliveries of securitiesand other investments of the Company. The treasurer shall render to the chief executive officer andto the board of directors, at its regular meetings, or when the board of directors so requires,financial statements of the Company and accountings of his or her transactions as treasurer. He orshe shall perform such other duties and have such other powers as the board of directors or thechairman of the board or president may from time to time prescribe.     SECTION 3.13 Assistant Treasurers. The assistant treasurer, or if there shall be morethan one, the assistant treasurers in the order determined by the board of directors (or if therebe no such determination, then in the order of their election or appointment), shall, in theabsence of the treasurer or in the event of his or her disability, perform the duties and exercisethe powers of the treasurer and shall perform such other duties and have such other powers as theboard of directors or the chairman of the board or president may from time to time prescribe.**ARTICLE IV****STOCK**     SECTION 4.1 Certificates.          (a) The shares of stock of the Company shall be represented by certificates, signed, providedthat the Board of Directors may provide by resolution or resolutions that some or all of any or allclasses of series of the Corporation’s stock shall be in uncertified form. Stock certificatesshall be in such forms as the Board of Directors may prescribe and signed by the chairman of theboard or the president or vice president and the secretary or an assistant secretary or treasureror an assistant treasurer of the Company. Any or all of the signatures on a stock certificate maybe a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be such officer, transfer agentor registrar before such certificate is issued, the certificate may nevertheless be issued by theCompany with the same effect as if such person was such officer, transfer agent or registrar at thedate of issue.          (b) If the Company shall be authorized to issue more than one class of stock or more than oneseries of any class, the powers, designations, preferences and relative, participating, optional,or other special rights of each class of stock or series thereof and the qualifications,limitations, or restrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the Company shall issue to represent suchclass or series of stock, provided that, except as otherwise provided in Section 202
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of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there maybe set forth on the face or back of the certificate a statement that the Company will furnish,without charge to each stockholder who so requests, the powers, designations, preferences andrelative, participating, optional, or other special rights of each class of stock or series thereofand the qualifications, limitations, or restrictions of such preferences and/or rights.     SECTION 4.2 Lost, Stolen or Destroyed Certificates; Issuance of New Certificates. TheCompany, when authorized to do so by the board of directors, which authorization may be general orconfined to specific instances, may issue a new stock certificate of stock in place of any stockcertificate representing shares theretofore issued by the Company and alleged to have been lost,stolen or destroyed, upon the making of an affidavit of that fact by the person claiming thecertificate for such shares to be lost, stolen or destroyed. When authorizing such issuance of anew stock certificate or certificates, the Company may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificateor certificates, or the legal representative of the owner, to give the Company a bond in such sumas it may direct as indemnity against any claim that may be made against the Company in connectionwith the certificate alleged to have been lost, stolen, or destroyed.     SECTION 4.3 Registration of Transfers. Stock of the Company shall be transferable inthe manner prescribed by law and in these Bylaws. Transfers of certificated stock shall be made onthe books of the Company only by the person then registered on the books of the Company as theowner of such shares or by such person’s attorney lawfully constituted in writing and writteninstruction to the Company containing such information as the Company or its agent may prescribe.No transfer of uncertificated stock shall be valid as against the Company for any purpose until itshall have been entered in the stock records of the Company by an entry showing from and to whomtransferred.     SECTION 4.4 The Stock Ledger. The name and address of each holder of shares of stockof the Company and the number of shares of each class or series so held by such holder shall berecorded on the Company’s stock ledger Each such holder shall be the holder of record of suchshares of the Company for all purposes.**ARTICLE V****INDEMNIFICATION AND ADVANCEMENT OF EXPENSES**     SECTION 5.1 Right to Indemnification. Each person (hereinafter in this Article V, a“Covered Person”) who was or is made a party to or is threatened to be made a party to or isotherwise subpoenaed in connection with any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (hereinafter in this ArticleV, a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legalrepresentative is or was a director (or a member of any committee) or officer of the Company or anyof its subsidiaries or is or was serving at the request of the Company as a director (or a memberof a committee of a board of directors), officer, employee, trustee, manager or agent of any othercorporation or of any partnership, joint venture, limited liability company, trust or otherenterprise including without limitation service with respect to any employee benefit plan or trustor any charitable foundation (hereinafter in this Article V, “another entity”), and who
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satisfies the applicable standard of conduct set forth in the Delaware General Corporation Lawor other applicable law, shall be indemnified and held harmless by the Company to the fullestextent authorized by the Delaware General Corporation Law as the same exists or may hereafter beamended, against all expenses, judgments, fines and amounts paid in settlement (including, withoutlimitation, attorneys’ fees and disbursements, ERISA excise taxes, penalties or interest related toany such obligations actually and reasonably incurred by the Covered Person in connectiontherewith), and such indemnification shall continue as to a Covered Person who has ceased to be adirector or officer of the Company and shall inure to the benefit of his or her heirs, executorsand administrators; provided, however, that the Company shall not be obligated to indemnify anyCovered Person for expenses incurred in connection with proceedings initiated or broughtvoluntarily by the Covered Person and not by way of defense, counterclaim or crossclaim, except (i)proceedings to enforce or interpret any rights of the Covered Person to indemnification oradvancement of expenses, other than proceedings determined to have been frivolous or in bad faith,(ii) in specific cases if the board of directors of the Company has approved the initiation orbringing of the proceeding, and (iii) as may be required by law.     SECTION 5.2 Advancement of Expenses. The Company shall advance all expenses(including attorneys’ fees and disbursements) incurred by a Covered Person in defending orresponding to any proceeding to which such person is a party or is threatened to be made a party oris otherwise subpoenaed in connection with, by reason of the fact that such Covered Person (or theperson of whom he or she is the legal representative) is or was an officer or a director (or amember of any committee) of the Company or any of its subsidiaries or is or was serving at therequest of the Company as a director (or a member of a committee of a board of directors), officer,employee, trustee, manager or agent of another entity upon receipt by the Company of an undertakingby such Covered Person, in form and substance satisfactory to the Company, to repay such amounts soadvanced if it shall ultimately be determined that he or she is not entitled to be indemnified bythe Company for such expenses under Article Seventh of the Restated Certificate of Incorporation,Article V of these Bylaws or otherwise.     SECTION 5.3 Claims. If a claim for indemnification or advancement of expenses underArticle Seventh of the Restated Certificate of Incorporation or this Article V is not paid in fullby or on behalf of the Company within 10 days after a written claim therefor by the Covered Personhas been received by the Company, the Covered Person may file suit to recover the unpaid amount ofsuch claim and shall be entitled to be paid by the Company an additional amount equal to theexpense of prosecuting such claim to the fullest extent permitted by Section 5.1 of these Bylawsand applicable law. In any such action the Company shall have the burden of proving that theCovered Person was not entitled to the requested indemnification or payment of expenses underapplicable law. Neither the failure of the Company (including its board or independent legalcounsel) to have made a determination prior to the commencement of such action that suchindemnification or reimbursement or advancement of expenses is proper in the circumstances nor anactual determination by the Company (including its board, its independent legal counsel and itsstockholders) that such Covered Person is not entitled to such indemnification or reimbursement oradvancement of expenses shall constitute a defense to the action or create a presumption that suchCovered Person is not so entitled.
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     SECTION 5.4 Nonexclusivity of Rights; Purchase of Insurance. (a) The rights conferredon any Covered Person by this Article V shall not be exclusive of any other rights which suchperson may have or hereafter acquire under any statute, the Restated Certificate of Incorporation,these Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise. Anyamendment or repeal of any provision of this Article V shall not limit the right of any person toindemnity or advancement of expenses with respect to actions taken or omitted to be taken by suchperson prior to such amendment or repeal.          (b) The Company shall have power to purchase and maintain insurance on behalf of any personwho is or was a director, officer, employee or agent of the Company or any of its subsidiaries, oris or was serving at the request of the Company as a director, officer, employee, trustee, manageror agent of another entity, against any liability asserted against such person and incurred by suchperson in any such capacity, or arising out of such person’s status as such, whether or not theCompany would have the power to indemnify such person against such liability under the provisionsof Section 145 of the Delaware General Corporation Law.     SECTION 5.5 Provisions Deemed a Contract. The provisions of Article Seventh of theRestated Certificate of Incorporation and this Article V shall constitute a contract between theCompany, on the one hand, and each director and officer of the Company or any of its subsidiarieswho serves in such capacity at any time while either of Article Seventh of the Restated Certificateof Incorporation and this Article V is in effect and any other person entitled to indemnificationhereunder, on the other hand, pursuant to which the Company and each such Covered Person intend tobe, and shall be, legally bound. No repeal or modification of any provision of Article Seventh ofthe Restated Certificate of Incorporation or this Article V shall affect any rights or obligationswith respect to any state of facts then or theretofore existing or any proceeding theretofore orthereafter brought or threatened based in whole or in part upon any such state of facts.     SECTION 5.6 Conclusive Presumption. For purposes of this Article V, any director orofficer of the Company serving in any capacity (a) another corporation of which a majority of theshares entitled to vote in the election of its directors is held, directly or indirectly, by theCompany or (b) any employee benefit plan or trust of the Company or any corporation referred to inclause (a), shall in either case be conclusively presumed to be doing so at the request of theCompany.
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     SECTION 5.7 Severability. If this Article or any portion hereof shall be invalidatedon any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnifyeach director or officer of the Company or any of its subsidiaries as to costs, charges andexpenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respectto any action, suit or proceeding, whether civil, criminal, administrative or investigative,including an action by or in the right of the Company or any of its subsidiaries, to the fullestextent permitted by any applicable portion of this Article that shall not have been invalidated andto the fullest extent permitted by applicable law.**ARTICLE VI****MISCELLANEOUS PROVISIONS**     SECTION 6.1 Offices and Books and Records.          (a) The registered office of the Company in the State of Delaware shall be in the City ofWilmington, County of New Castle.          (b) The Company may have offices at such other places, both within and outside the State ofDelaware, as the board of directors may from time to time designate or as the business of theCompany may require.          (c) The books and records of the Company may be kept at the Company’s headquarters at Chicago,Illinois and at such other locations outside the State of Delaware as may be from time to timedesignated by the board of directors.     SECTION 6.2 Fiscal Year. The fiscal year of the Company shall begin on the first dayof January in each year.     SECTION 6.3 Seal. The corporate seal shall have inscribed thereon the name of theCompany, the year of its organization and the words “Corporate Seal, Delaware.” The seal may beused by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.     SECTION 6.4 Form of Records. Any records maintained by the Company in the regularcourse of its business, including its stock ledger, books of account, and minute books, may be kepton, or be in the form of, punch cards, magnetic tape, computer entry, photographs,microphotographs, or any other information storage device, provided that the records so kept can beconverted into clearly legible form within a reasonable time.     SECTION 6.5 Signing of Checks, Notes, etc. All checks, drafts, bills of exchange,notes or other obligations or orders for the payment of money shall be signed by such officer orofficers or employee or employees of the Company and in such manner as shall from time to time bedetermined by resolution of the board of directors or by any officer of the Company authorized byresolution of the board of directors to make such determinations.     SECTION 6.6 Voting of Shares in Other Companies. Unless otherwise expressly orderedby the board of directors, any one of the chairman of the board, the president or any vice
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president of the Company shall have full power and authority, on behalf of the Company, toconsent to or approve of any action by, and to attend, act and vote at any meeting of stockholdersor similar equity owners of, any company in which the Company may hold shares of stock or similarequity interests and in giving such consent or approval or at any such meeting shall possess andmay exercise any and all rights and powers incident to the ownership of such shares or similarequity interests and which, as the holder thereof, the Company might possess and exercise ifpersonally present, and may exercise such power and authority through the execution of proxies ormay delegate such power and authority to any other officer, agent or employee of the Company.Provided that the transfer thereof has been authorized by the board of directors or the chiefexecutive officer, certificates or similar instruments representing shares or similar equityinterests owned by the Company in other companies may be endorsed for transfer on behalf of theCompany by any one of the officers of the Company referred to in the preceding sentence.     SECTION 6.7 Amendment of Bylaws. These Bylaws may be altered, amended or repealed, ornew Bylaws may be adopted, by the board of directors; provided that Section 1.2 of these Bylaws andthis proviso may only be altered, amended or repealed by the stockholders. Any Bylaws adopted bythe board of directors may be altered, amended or repealed by the stockholders, and thestockholders may make additional Bylaws, at any annual meeting or at any special meeting; providedthat notice of such proposed alteration, amendment or repeal or new Bylaw shall have been given inthe notice of the meeting. No such altered or amended or new Bylaw shall be inconsistent with anyprovision of the Restated Certificate of Incorporation.
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