EXHIBIT 3.3 

AMENDED & RESTATED 

BYLAWS 

OF NATIONAL MEDICALHEALTH CARD SYSTEMS, INC.  

(Amended and Restatedas of June 12, 2004)  

ARTICLE I 

OFFICES 

        SECTION1.01. Registered Office. The registered office of the corporation in theState of Delaware shall be in the City of Dover, County of Kent, and the name of itsregistered agent shall be United Corporate Services, Inc. 

        SECTION1.02. Other Offices. The corporation may also have offices at such otherplaces both within and without the State of Delaware as the Board of Directors may fromtime to time determine or the business of the corporation may require. 

ARTICLE II 

MEETINGS OFSTOCKHOLDERS 

        SECTION2.01. Place of Meeting. All meetings of stockholders for the electionof directors shall be held at such 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 thenotice of the meeting. 

        SECTION2.02. Annual Meeting. The annual meeting of stockholders shall be held atsuch date and time as shall be designated from time to time by the Board of Directors andstated in the notice of the meeting. 

        SECTION2.03. Voting List. The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least 10 days before every meeting of stockholders,a complete list of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting, during ordinary business hours,for a period of at least 10 days prior to the meeting, either at a place within the citywhere the meeting is to be held, which place shall be specified in the notice, or if notso specified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole time thereof, andmay be inspected by any stockholder who is present. 

        SECTION2.04. Special Meeting. Special meetings of the stockholders, for any purposeor purposes, unless otherwise prescribed by statute or by the Certificate ofIncorporation, may be called by the Chairman of the Board of Directors by the LeadNon-Executive Director or by the President of the Company or by the Board of Directors orby written order of a majority of the directors. Such request or order shall state thepurposes of the proposed meeting. The Chairman of the Board of Directors, or the LeadNon-Executive Director or the President of the Company or directors so calling any suchmeeting shall fix the time and any place, either within or without the State of Delaware,as the place for holding such meeting. 

        SECTION2.05. Notice of Meeting. Written notice of the annual, and eachspecial meeting of stockholders, stating the time, place, and purpose or purposes thereof,shall be given to each stockholder entitled to vote thereat, not less than 10 nor morethan 60 days before the meeting. 

        SECTION2.06. Quorum. The holders of a majority of the shares of the corporation’scapital stock issued and outstanding and entitled to vote thereat, present in person orrepresented by proxy, shall constitute a quorum at any meeting of stockholders for thetransaction of business, except as otherwise provided by statute or by the Certificate ofIncorporation. Except as otherwise provided in the Certificate of Incorporation,notwithstanding the other provisions of these bylaws, the holders of a majority of theshares of the corporation’s capital stock entitled to vote thereat, present in personor represented by proxy, whether or not a quorum is present, shall have power to adjournthe meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present or represented. If the adjournment is for more than 30days, or if after the adjournment a new record date is fixed for the adjourned meeting, anotice of the adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted which might have been transacted at themeeting as originally notified. 

        SECTION2.07. Voting. When a quorum is present at any meeting of the stockholders, the voteof the holders of a majority of the shares of the corporation’s capital stock havingvoting power present in person or represented by proxy shall decide any question broughtbefore such meeting, unless the question is one upon which, by express provision of thestatutes, of the Certificate of Incorporation or of these bylaws, a different vote isrequired, in which case such express provision shall govern and control the decision ofsuch question. Every stockholder having the right to vote shall be entitled to vote inperson, or by proxy appointed by an instrument in writing subscribed by such stockholder,bearing a date not more than three years prior to voting, unless such instrument providesfor a longer period, and filed with the Secretary of the corporation before, or at thetime of, the meeting. If such instrument shall designate two or more persons to act asproxies, unless such instrument shall provide the contrary, a majority of such personspresent at any meeting at which their powers thereunder are to be exercised shall have andmay exercise all the powers of voting or giving consents thereby conferred, or if only onebe present, then such powers may be exercised by that one; or, if an even number attendand a majority do not agree on any particular issue, each proxy so attending shall beentitled to exercise such powers in respect of the same portion of the shares as he is ofthe proxies representing such shares. 

        SECTION2.08. Voting of Stock of Certain Holders. Sharesof the corporation’s capital stock standing in the name of another corporation,domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of suchcorporation may prescribe, or in the absence of such provision, as the Board of Directorsof such corporation may determine. Shares standing in the name of a deceased person may bevoted by the executor or administrator of such deceased person, either in person or byproxy. Shares standing in the name of a guardian, conservator, or trustee may be voted bysuch fiduciary, either in person or by proxy, but no such fiduciary shall be entitled tovote shares held in such fiduciary capacity without a transfer of such shares into thename of such fiduciary. Shares standing in the name of a receiver may be voted by suchreceiver. A stockholder whose shares are pledged shall be entitled to vote such shares,unless in the transfer by the pledgor on the books of the corporation, he has expresslyempowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, mayrepresent the stock and vote thereon. 

        SECTION2.09. Treasury Stock. The corporation shall not vote, directly orindirectly, shares of its own capital stock owned by it; and such shares shall not becounted in determining the total number of outstanding shares of the corporation’scapital stock. 

        SECTION2.10. Fixing Record Date. The Board of Directors may fix in advance adate, which shall not be more than 60 days nor less than 10 days preceding the date of anymeeting of stockholders, nor more than 60 days preceding the date for payment of anydividend or distribution, or the date for the allotment of rights, or the date when anychange, or conversion or exchange of capital stock shall go into effect, or a date inconnection with obtaining a consent, as a record date for the determination of thestockholders entitled to notice of, and to vote at, any such meeting and any adjournmentthereof, or entitled to receive payment of any such dividend or distribution, or toreceive any such allotment of rights, or to exercise the rights in respect of any suchchange, conversion or exchange of capital stock, or to give such consent, and in such casesuch stockholders and only such stockholders as shall be stockholders of record on thedate so fixed, shall be entitled to such notice of, and to vote at, any such meeting andany adjournment thereof, or to receive payment of such dividend or distribution, or toreceive such allotment of rights, or to exercise such rights, or to give such consent, asthe case may be, notwithstanding any transfer of any stock on the books of the corporationafter any such record date fixed as aforesaid. 

ARTICLE III 

BOARD OF DIRECTORS 

        SECTION3.01. Powers. The business and affairs of the corporation shall be managed by itsBoard of Directors, which may exercise all such powers of the corporation and do all suchlawful acts and things as are not by statute or by the Certificate of Incorporation or bythese bylaws directed or required to be exercised or done by the stockholders. 

        SECTION3.02. Number, Election and Term. The number of directors thatshall constitute the whole Board of Directors shall be not less than one. Except asotherwise provided in the Certificate of Incorporation, such number of directors shallfrom time to time be fixed and determined by the directors and shall be set forth in thenotice of any meeting of stockholders held for the purpose of electing directors. Thedirectors shall be elected at the annual meeting of stockholders in the manner provided inthe Certificate of Incorporation, except as provided in Section 3.04 hereof or in theCertificate of Incorporation, and each director elected shall hold office until hissuccessor shall be elected and shall qualify. Directors need not be residents of Delawareor stockholders of the corporation. 

        SECTION3.03. Lead Non-Executive Director. The Board of Directors may appointa Lead Non-Executive Director from among the non-employee directors serving on the Boardof Directors, who shall (a) in the absence of a Vice Chairman, exercise the powers of theVice Chairman and (b) exercise such other powers and perform such duties as may beprescribed by resolution of the Board of Directors, or by policy or guidelines approved byresolution of the Board of Directors. 

        SECTION3.04. Vacancies, Additional Directors, and Removal From Office. Except as otherwise provided in the Certificate ofIncorporation, if any vacancy occurs in the Board of Directors caused by death,resignation, retirement, disqualification, or removal from office of any director, orotherwise, or if any new directorship is created by an increase in the authorized numberof directors, a majority of the directors then in office, though less than a quorum, or asole remaining director, may, subject to the provisions of Article NINTH of theCertificate of Incorporation, choose a successor or fill the newly created directorship;and a director so chosen shall hold office until the next annual meeting and shall serveuntil his successor shall be duly elected and shall qualify, unless sooner displaced.Directors may only be removed in accordance with Article NINTH of the Certificate ofIncorporation. 

        SECTION3.05. Regular Meeting. A regular meeting of the Board of Directors shall beheld each year, without other notice than this bylaw, at the place of, and immediatelyfollowing, the annual meeting of stockholders; and other regular meetings of the Board ofDirectors shall be held each year, at such time and place as the Board of Directors mayprovide, by resolution, either within or without the State of Delaware, without othernotice than such resolution. 

        SECTION3.06. Special Meeting. A special meeting of the Board of Directors may becalled by the Chairman of the Board of Directors, by the Lead Non-Executive Director or bythe President of the Company and shall be called by the Secretary on the written requestof any two directors. The Chairman, Lead Non-Executive Director or President so calling,or the directors so requesting, any such meeting shall fix the time and any place, eitherwithin or without the State of Delaware, as the place for holding such meeting. 

        SECTION3.07. Notice of Special Meeting. Written notice of specialmeetings of the Board of Directors shall be given to each director in a manner reasonablycalculated to reach such director at least 48 hours prior to the time of such meeting. Anydirector may waive notice of any meeting. The attendance of a director at any meetingshall constitute a waiver of notice of such meeting, except where a director attends ameeting for the purpose of objecting to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to be transacted at, northe purpose of, any special meeting of the Board of Directors need be specified in thenotice or waiver of notice of such meeting, except that notice shall be given of anyproposed amendment to the bylaws if it is to be adopted at any special meeting or withrespect to any other matter where notice is required by statute. 

        SECTION3.08. Quorum. A majority of the Board of Directors shall constitute a quorum forthe transaction of business at any meeting of the Board of Directors, and the act of amajority of the directors present at any meeting at which there is a quorum shall be theact of the Board of Directors, except as may be otherwise specifically provided bystatute, by the Certificate of Incorporation or by these bylaws. If a quorum shall not bepresent at any meeting of the Board of Directors, the directors present thereat mayadjourn the meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present. 

        SECTION3.09. Action Without Meeting. Unless otherwise restricted by theCertificate of Incorporation or these bylaws, any action required or permitted to be takenat any meeting of the Board of Directors, or of any committee thereof as provided inArticle IV of these bylaws, may be taken without a meeting, if a written consent theretois signed by all members of the Board of Directors or of such committee, as the case maybe, and such written consent is filed with the minutes of proceedings of the Board ofDirectors or such committee. 

        SECTION3.10. Compensation. Directors, as such, shall not be entitled to any stated salaryfor their services unless voted by the stockholders or the Board of Directors; but byresolution of the Board of Directors, a fixed sum and expenses of attendance, if any, maybe allowed for attendance at each regular or special meeting of the Board of Directors orany meeting of a committee of directors. No provision of these bylaws shall be construedto preclude any director from serving the corporation in any other capacity and receivingcompensation therefor. 

ARTICLE IV 

COMMITTEE OF DIRECTORS 

        SECTION4.01. Designation, Powers and Name. The Board of Directorsmay, by resolution passed by a majority of the whole Board of Directors, designate one ormore committees, including, if they shall so determine, an Executive Committee, each suchcommittee to consist of one or more of the directors of the corporation. The committeeshall have and may exercise such of the powers of the Board of Directors in the managementof the business and affairs of the corporation as may be provided in such resolution. Thecommittee may authorize the seal of the corporation to be affixed to all papers that mayrequire it. The Board of Directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member at any meetingof such committee. In the absence or disqualification of any member of such committee orcommittees, the member or members thereof present at any meeting and not disqualified fromvoting, whether or not he or they constitute a quorum, may unanimously appoint anothermember of the Board of Directors to act at the meeting in the place of any such absent ordisqualified member. Such committee or committees shall have such name or names and suchlimitations of authority as may be determined from time to time by resolution adopted bythe Board of Directors. 

        SECTION4.02. Minutes. Each committee of directors shall keep regular minutes of itsproceedings and report the same to the Board of Directors when required. 

        SECTION4.03. Compensation. Members of special or standing committees may be allowedcompensation for attending committee meetings, if the Board of Directors shall sodetermine. 

        SECTION4.04. Series A Dividends Committees. So long as any of theholders of shares of the Corporation’s Series A Preferred Stock are entitled tonominate and elect at least one director as provided in the Certificate of Incorporation,the Board of Directors shall designate two committees to carry out the powers of the Boardof Directors with respect to declaring dividends on the shares of the Series A PreferredStock. One such committee shall be comprised solely of one or more of the DesignatedDirectors (as defined in the Certificate of Incorporation) and the other such committeeshall be comprised solely of one or more of the Independent Directors (as defined in theCertificate of Incorporation). Each committee shall have the power and authority todeclare dividends on the Series A Preferred Stock, and, if either committee declares suchdividends, the dividends so declared shall be paid regardless of whether the other suchcommittee has acted to declare such dividends or has acted to prohibit the declaration andpayment of such dividends. 

        SECTION4.05. Nominating Committee. The Board of Directors shall designate anominating committee to carry out the powers of the Board of Directors with respect toidentifying individuals qualified to become Independent Directors (as defined in theCertificate of Incorporation), and to select the Independent Director nominees to standfor election as directors at any meeting of stockholders and to fill any IndependentDirector vacancy, however created, in the Board of Directors. Such committee shall becomprised of a majority of Independent Directors. 

ARTICLE V 

NOTICE 

        SECTION5.01. Methods of Giving Notice. Whenever under the provisionsof applicable statutes, the Certificate of Incorporation or these bylaws, notice isrequired to be given to any director, member of any committee, or stockholder, such noticeshall be in writing and delivered personally or mailed to such director, member, orstockholder; provided that in the case of a director or a member of any committee suchnotice may be given by telephone, facsimile or telegram. If mailed, notice to a director,member of a committee, or stockholder shall be deemed to be given when deposited in theUnited States mail first class in a sealed envelope, with postage thereon prepaid,addressed, in the case of a stockholder, to the stockholder at the stockholder’saddress as it appears on the records of the corporation or, in the case of a director or amember of a committee, to such person at his business address. If sent by telegraph,notice to a director or member of a committee shall be deemed to be given when thetelegram, so addressed, is delivered to the telegraph company. If sent by facsimile,notice to director or member of a committee shall be deemed given when sender receivesconfirmation of receipt of the facsimile by the other party. 

        SECTION5.02. Written Waiver. Whenever any notice is required to be given under theprovisions of an applicable statute, the Certificate of Incorporation, or these bylaws, awaiver 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 VI 

OFFICERS 

        SECTION6.01. Officers. The officers of the corporation shall be a Chairman of the Board ofDirectors and a Vice Chairman of the Board of Directors (if such offices are created bythe Board of Directors), a Chief Executive Officer, a President, and one or more VicePresidents, any one or more of which may be designated Executive Vice President or SeniorVice President, a Secretary and a Treasurer. The Board of Directors may appoint such otherofficers and agents, including Chief Financial Officer, Chief Operating Officer, AssistantVice Presidents, Assistant Secretaries, and Assistant Treasurers, in each case as theBoard of Directors shall deem necessary, who shall hold their offices for such terms andshall exercise such powers and perform such duties as shall be determined by the Board ofDirectors. Any two or more offices may be held by the same person. No officer shallexecute, acknowledge, verify or countersign any instrument on behalf of the corporation inmore than one capacity, if such instrument is required by law, by these bylaws or by anyact of the corporation to be executed, acknowledged, verified, or countersigned by two ormore officers. The Chairman and Vice Chairman of the Board of Directors shall be electedfrom among the directors. With the foregoing exceptions, none of the other officers needbe a director, and none of the officers need be a stockholder of the corporation. 

        SECTION6.02. Election and Term of Office. The officers of thecorporation shall be elected annually by the Board of Directors at its first regularmeeting held after the annual meeting of stockholders or as soon thereafter asconveniently possible. Each officer shall hold office until his successor shall have beenchosen and shall have qualified or until his death or the effective date of hisresignation or removal, or until he shall cease to be a director in the case of theChairman and the Vice Chairman. 

        SECTION6.03. Removal and Resignation. Any officer or agent elected orappointed by the Board of Directors may be removed without cause by the affirmative voteof a majority of the Board of Directors whenever, in its judgment, the best interests ofthe corporation shall be served thereby, but such removal shall be without prejudice tothe contractual rights, if any, of the person so removed. Any officer may resign at anytime by giving written notice to the corporation. Any such resignation shall take effectat the date of the receipt of such notice or at any later time specified therein, andunless otherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective. 

        SECTION6.04. Vacancies. Any vacancy occurring in any office of the corporation by death,resignation, removal, or otherwise, may be filled by the Board of Directors for theunexpired portion of the term. 

        SECTION6.05. Salaries. The salaries of all officers and agents of the corporation shall befixed by the Board of Directors or pursuant to its direction; and no officer shall beprevented from receiving such salary by reason of his also being a director. 

        SECTION6.06. Chairman of the Board. The Chairman of the Board ofDirectors (if such office is created by the Board of Directors) shall preside at allmeetings of the Board of Directors or of the stockholders of the corporation. The Chairmanshall formulate and submit to the Board of Directors or the Executive Committee matters ofgeneral policy for the corporation and shall perform such other duties as usuallyappertain to the office or as may be prescribed by the Board of Directors or the ExecutiveCommittee. 

        SECTION6.07. Vice Chairman of the Board. The Vice Chairman ofthe Board of Directors (if such office is created by the Board of Directors) shall, in theabsence or disability of the Chairman of the Board of Directors, perform the duties andexercise the powers of the Chairman of the Board of Directors. The Vice Chairman shallperform such other duties as from time to time may be prescribed by the Board of Directorsor the Executive Committee or assigned by the Chairman of the Board of Directors. 

        SECTION6.08. Chief Executive Officer. Should the Board of Directors createthe independent position of Chief Executive Officer, the chief executive officer, subjectto the control of the Board of Directors, shall in general supervise and control thebusiness and affairs of the corporation. In the absence of the Chairman of the Board ofDirectors or the Vice Chairman of the Board of Directors (if such offices are created bythe Board of Directors), the Chief Executive Officer shall preside at all meetings of theBoard of Directors and of the stockholders. He may also preside at any such meetingattended by the Chairman or Vice Chairman of the Board of Directors if he is so designatedby the Chairman, or in the Chairman’s absence by the Vice Chairman. He shall have thepower to appoint and remove subordinate officers, agents and employees, except thoseelected or appointed by the Board of Directors. The Chief Executive officer shall keep theBoard of Directors and the Executive Committee fully informed and shall consult themconcerning the business of the corporation. He may sign with the Secretary or any otherofficer of the corporation thereunto authorized by the Board of Directors, certificatesfor shares of the corporation and any deeds, bonds, mortgages, contracts, checks, notes,drafts, or other instruments that the Board of Directors has authorized to be executed,except in cases where the signing and execution thereof has been expressly delegated bythese bylaws or by the Board of Directors to some other officer or agent of thecorporation, or shall be required by law to be otherwise executed. He shall vote, or givea proxy to any other officer of the corporation to vote, all shares of stock of any othercorporation standing in the name of the corporation and in general he shall perform allother duties normally incident to the office of Chief Executive officer and such otherduties as may be prescribed by the stockholders, the Board of Directors, or the ExecutiveCommittee from time to time. 

        SECTION6.09. President. The President shall be the chief operating officer of thecorporation, subject to the control of the Board of Directors, and shall have general andactive management and control of the day-to-day business and affairs of the corporationand shall report directly to the Chief Executive officer, if the Board of Directorscreates such a position. The President shall perform such other duties as from time totime are assigned to him by the Chief Executive Officer, the Board of Directors or theExecutive Committee. 

        SECTION6.10. Vice Presidents. In the absence of the Chief Executive Officer and/orthe President, or in the event of his inability or refusal to act, the Executive VicePresident (or in the event there shall be no Vice President designated Executive VicePresident, any Vice President designated by the Board of Directors) shall perform theduties and exercise the powers of the Chief Executive Officer and/or the President. AnyVice President may sign, with the Secretary or Assistant Secretary, certificates forshares of the corporation. The Vice Presidents shall perform such other duties as fromtime to time may be assigned to them by the Chief Executive Officer, the President, theBoard of Directors or the Executive Committee. 

        SECTION6.11. Secretary. The Secretary shall (a) keep the minutes of the meetings of thestockholders, the Board of Directors and committees of directors; (b) see that all noticesare duly given in accordance with the provisions of these bylaws and as required by law;(c) be custodian of the corporate records and of the seal of the corporation, and see thatthe seal of the corporation or a facsimile thereof is affixed to all certificates forshares prior to the issue thereof and to all documents, the execution of which on behalfof the corporation under its seal is duly authorized in accordance with the provisions ofthese bylaws; (d) keep or cause to be kept a register of the post office address of eachstockholder which shall be furnished by such stockholder; (e) sign with the ChiefExecutive Officer, the President, or an Executive Vice President or Vice President,certificates for shares of the corporation, the issue of which shall have been authorizedby resolution of the Board of Directors; (f) have general charge of the stock transferbooks of the corporation; and (g) in general, perform all duties normally incident to theoffice of Secretary and such other duties as from time to time may be assigned to him bythe Chief Executive Officer, the President, the Board of Directors or the ExecutiveCommittee. 

        SECTION6.12. Treasurer. If required by the Board of Directors, the Treasurer shall give abond for the faithful discharge of his duties in such sum and with such surety or suretiesas the Board of Directors shall determine. He shall (a) have charge and custody of and beresponsible for all funds and securities of the corporation; (b) receive and give receiptsfor moneys due and payable to the corporation from any source whatsoever and deposit allsuch moneys in the name of the corporation in such banks, trust companies, or otherdepositories as shall be selected in accordance with the provisions of Section 7.03 ofthese bylaws; (c) prepare, or cause to be prepared, for submission at each regular meetingof the Board of Directors, at each annual meeting of the stockholders, and at such othertimes as may be required by the Board of Directors, the Chief Executive Officer, thePresident or the Executive Committee, a statement of financial condition of thecorporation in such detail as may be required; and (d) in general, perform all the dutiesincident to the office of Treasurer and such other duties as from time to time may beassigned to him by the Chief Executive Officer, the President, the Board of Directors orthe Executive Committee. 

        SECTION6.13. Assistant Secretary and Treasurer. The AssistantSecretaries and Assistant Treasurers shall, in general, perform such duties as shall beassigned to them by the Secretary or the Treasurer, respectively, or by the ChiefExecutive Officer, the President, the Board of Directors, or the Executive Committee. TheAssistant Secretaries and Assistant Treasurers shall, in the absence of the Secretary orTreasurer, respectively, perform all functions and duties which such absent officers maydelegate, but such delegation shall not relieve the absent officer from theresponsibilities and liabilities of his office. The Assistant Secretaries may sign, withthe Chief Executive Officer, the President or a Vice President, certificates for shares ofthe corporation, the issue of which shall have been authorized by a resolution of theBoard of Directors. The Assistant Treasurers shall respectively, if required by the Boardof Directors, give bonds for the faithful discharge of their duties in such sums and withsuch sureties as the Board of Directors shall determine. 

ARTICLE VII 

CONTRACTS, CHECKS ANDDEPOSITS 

        SECTION7.01. Contracts. Subject to the provisions of Section 6.01, the Board of Directorsmay authorize any officer, officers, agent, or agents, to enter into any contract orexecute and deliver any instrument in the name of and on behalf of the corporation, andsuch authority may be general or confined to specific instances. 

        SECTION7.02. Checks. All checks, demands, drafts, or other orders for the payment ofmoney, notes, or other evidences of indebtedness issued in the name of the corporation,shall be signed by such officer or officers or such agent or agents of the corporation,and in such manner, as shall be determined by the Board of Directors. 

        SECTION7.03. Deposits. All funds of the corporation not otherwise employed shall bedeposited from time to time to the credit of the corporation in such banks, trustcompanies, or other depositories as the Board of Directors may select. 

ARTICLE VIII 

CERTIFICATES OF STOCK 

        SECTION8.01. Issuance. Each stockholder of this corporation shall be entitled to acertificate or certificates showing the number of shares of capital stock registered inhis name on the books of the corporation. The certificates shall be in such form as may bedetermined by the Board of Directors, shall be issued in numerical order and shall beentered in the books of the corporation as they are issued. They shall exhibit theholder’s name and number of shares and shall be signed by the Chief ExecutiveOfficer, the President or a Vice President and by the Secretary or an Assistant Secretary.If any certificate is countersigned (1) by a transfer agent other than the corporation orany employee of the corporation, or (2) by a registrar other than the corporation or anyemployee of the corporation, any other signature on the certificate may be a facsimile. Ifthe corporation shall be authorized to issue more than one class of stock or more than oneseries 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 rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation shall issue torepresent such class of stock; provided that, except as otherwise provided by statute, inlieu of the foregoing requirements there may be set forth on the face or back of thecertificate which the corporation shall issue to represent such class or series of stock,a statement that the corporation will furnish to each stockholder who so requests thedesignations, preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations, or restrictionsof such preferences and rights. All certificates surrendered to the corporation fortransfer shall be canceled and no new certificate shall be issued until the formercertificate for a like number of shares shall have been surrendered and canceled, exceptthat in the case of a lost, stolen, destroyed, or mutilated certificate a new one may beissued therefor upon such terms and with such indemnity, if any, to the corporation as theBoard of Directors may prescribe. Certificates shall not be issued representing fractionalshares of stock. 

        SECTION8.02. Lost Certificates. The Board of Directors may direct a new certificateor certificates to be issued in place of any certificate or certificates theretoforeissued by the corporation alleged to have been lost, stolen, or destroyed, upon the makingof 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, theBoard of Directors may, in its discretion and as a condition precedent to the issuancethereof, require (1) the owner of such lost, stolen, or destroyed certificate orcertificates, or his legal representative, to advertise the same in such manner as itshall require, (2) such owner to give the corporation a bond in such sum as it may directas indemnity against any claim that may be made against the corporation with respect tothe certificate or certificates alleged to have been lost, stolen, or destroyed, or (3)both. 

        SECTION8.03. Transfers. Upon surrender to the corporation or the transfer agent of thecorporation of a certificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment, or authority to transfer, it shall be the duty of the corporationto issue a new certificate to the person entitled thereto, cancel the old certificate, andrecord the transaction upon its books. Transfers of shares shall be made only on the booksof the corporation by the registered holder thereof, or by his attorney thereuntoauthorized by power of attorney and filed with the Secretary of the corporation or theTransfer Agent. 

        SECTION8.04. Registered Stockholders. The corporation shall be entitled to treatthe holder of record of any share or shares of the corporation’s capital stock as theholder in fact thereof and, accordingly, shall not be bound to recognize any equitable orother 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 providedby the laws of the State of Delaware. 

ARTICLE IX 

DIVIDENDS 

        SECTION9.01. Declaration. Dividends with respect to the shares of the corporation’scapital stock, subject to the provisions of the Certificate of Incorporation, if any, maybe declared by the Board of Directors at any regular or special meeting, pursuant toapplicable law. Dividends may be paid in cash, in property, or in shares of capital stock,subject to the provisions of the Certificate of Incorporation. 

        SECTION9.02. Reserve. Before payment of any dividend, there may be set aside out of anyfunds of the corporation available for dividends such sum or sums as the Board ofDirectors from time to time, in their absolute discretion, think proper as a reserve orreserves to meet contingencies, or for equalizing dividends, or for repairing ormaintaining any property of the corporation, or for such other purpose as the Board ofDirectors shall think conducive to the interest of the corporation, and the Board ofDirectors may modify or abolish any such reserve in the manner in which it was created. 

ARTICLE X 

INDEMNIFICATION 

        SECTION10.01. Third Party Actions. The corporation shall indemnify anydirector or officer of the corporation, and may indemnify any other person, who was or isa party or is threatened to be made a party to any threatened, pending, or completedaction, suit, or proceeding, whether civil, criminal, administrative or investigative(other than an action by or in the right of the corporation) by reason of the fact that heis or was a director, officer, employee, or agent of the corporation, or is or was servingat the request of the corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust, or other enterprise, against expenses(including attorneys’ fees), judgments, fines, and amounts paid in settlementactually and reasonably incurred by him in connection with such action, suit, orproceeding if he acted in good faith and in a manner he reasonably believed to be in ornot opposed to the best interests of the corporation, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe his conduct was unlawful. Thetermination of any action, suit, or proceeding by judgment, order, settlement, orconviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,create a presumption that the person did not act in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of the corporation, and,with respect to any criminal action or proceeding, had reasonable cause to believe thathis conduct was unlawful. 

        SECTION10.02. Actions by or in the Right of the Corporation. The corporation shall indemnify any director or officer andmay indemnify any other person who was or is a party or is threatened to be made a partyto any threatened, pending, or completed action or suit by or in the right of thecorporation to procure a judgment in its favor by reason of the fact that he is or was adirector, officer, employee, or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust, or other enterprise against expenses(including attorneys’ fees) actually and reasonably incurred by him in connectionwith the defense or settlement of such action or suit if he acted in good faith and in amanner he reasonably believed to be in or not opposed to the best interests of thecorporation and except that no indemnification shall be made in respect of any claim,issue, or matter as to which such person shall have been adjudged to be liable to thecorporation unless and only to the extent that the Court of Chancery or the court in whichsuch action or suit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses as the Court of Chancery orsuch other court shall deem proper. 

        SECTION10.03. Mandatory Indemnification. To the extent that a director, officer,employee, or agent of the corporation has been successful on the merits or otherwise indefense of any action, suit, or proceeding referred to in Sections 10.01 and 10.02, or indefense of any claim, issue, or matter therein, he shall be indemnified against expenses(including attorneys’ fees) actually and reasonably incurred by him in connectiontherewith. 

        SECTION10.04. Determination of Conduct. Any indemnification under Section10.01 or 10.02 of this Article X (unless ordered by a court) shall be made by thecorporation only as authorized in the specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in the circumstancesbecause he has met the applicable standard of conduct set forth in Section 10.01 or 10.02of this Article X. Such determination shall be made (a) by a majority vote of directorswho were not parties to such action, suit or proceeding, even though less than a quorum,or (b) if there are no such directors, or if such directors so direct, by independentlegal counsel in a written opinion, or (c) by the stockholders. 

        SECTION10.05. Payment of Expenses in Advance. Expensesincurred in defending a civil or criminal action, suit, or proceeding may be paid by thecorporation in advance of the final disposition of such action, suit, or proceeding uponreceipt of an undertaking by or on behalf of the director, officer, employee, or agent torepay such amount if it shall ultimately be determined that he is not entitled to beindemnified by the corporation as authorized in this Article X. 

        SECTION10.06. Indemnity Not Exclusive. The indemnification and advancementof expenses provided or granted hereunder shall not be deemed exclusive of any otherrights to which those seeking indemnification or advancement of expenses may be entitledunder the Certificate of Incorporation, any other bylaw, agreement, vote of stockholders,or disinterested directors or otherwise, both as to action in his official capacity and asto action in another capacity while holding such office. 

    (a)                 “the corporation” shall include, in addition to the resulting          corporation, any constituent corporation (including any constituent of a          constituent) absorbed in a consolidation or merger that, if its separate          existence had continued, would have had power and authority to indemnify its          directors, officers, and employees or agents, so that any person who is or was a          director, officer, employee, or agent of such constituent corporation, or is or          was serving at the request of such constituent corporation as a director,          officer, employee, or agent of another corporation, partnership, joint venture,          trust, or other enterprise, shall stand in the same position under this Article          X with respect to the resulting or surviving corporation as he would have with          respect to such constituent corporation if its separate existence had continued; 

(b)              “other enterprises” shall include employee benefit plans; 

    (c)                 “fines” shall include any excise taxes assessed on a person with          respect to any employee benefit plan; 

    (d)                 “serving at the request of the corporation” shall include any service          as a director, officer, employee, or agent of the corporation that imposes          duties on, or involves services by, such director, officer, employee, or agent          with respect to an employee benefit plan, its participants or beneficiaries; and 

    (e)                 a person who acted in good faith and in a manner he reasonably believed to be in          the interest of the participants and beneficiaries of an employee benefit plan          shall be deemed to have acted in a manner “not opposed to the best          interests of the corporation” as referred to in this Article X. 

        SECTION10.08. Continuation of Indemnity. The indemnification and advancementof expenses provided or granted hereunder shall, unless otherwise provided when authorizedor ratified, continue as to a person who has ceased to be a director, officer, employee,or agent and shall inure to the benefit of the heirs, executors, and administrators ofsuch a person. 

ARTICLE XI 

MISCELLANEOUS 

        SECTION11.01. Seal. The corporate seal, if one is authorized by the Board of Directors,shall have inscribed thereon the name of the corporation, and the words “CorporateSeal, Delaware.” The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or otherwise reproduced. 

        SECTION11.02. Books. The books of the corporation may be kept (subject to any provisioncontained in the statutes) outside the State of Delaware at the offices of thecorporation, or at such other place or places as may be designated from time to time bythe Board of Directors. 

ARTICLE XII 

AMENDMENT 

        Exceptas provided in the Certificate of Incorporation, these bylaws may be altered, amended, orrepealed by a majority of the number of directors then constituting the Board of Directorsat any regular meeting of the Board of Directors without prior notice, or at any specialmeeting of the Board of Directors if notice of such alteration, amendment, or repeal becontained in the notice of such special meeting, or by the stockholders at any regular orspecial meeting.