Exhibit 10.1
    

    
      AMENDED AND RESTATED
    

    
      BY-LAWS
    

    
      OF
    

    
      CALGON CARBON CORPORATION
    

    
      A Delaware Corporation
    

    
      (as amended and restated through December 13, 2011)
    

    
      

      

      INDEX
    

    
      -----
    

    
      BY-LAWS
    

    
      -------
    


    	
          ARTICLE
        	

        
	

        	

        	
           
        
	
          
            I.
          

        	
          
            STOCKHOLDERS
          

        	

        
	

        	

        	
           
        
	
          1.01
        	
          Annual Meetings
        	
          1
        
	
          1.02
        	
          Special Meetings
        	
          1
        
	
          1.03
        	
          Notice of Annual and Special Meetings
        	
          1
        
	
          1.04
        	
          Quorum
        	
          1
        
	
          1.05
        	
          Voting
        	
          2
        
	
          1.06
        	
          Procedure at Stockholder's Meetings
        	
          2
        
	
          1.07
        	
          Action Without Meeting
        	
          2
        
	
          1.08
        	
          Notice of Stockholder Business and Nominations
        	
          3
        
	

        	

        	
           
        
	
          
            II.
          

        	
          
            DIRECTORS
          

        	

        
	

        	

        	
           
        
	
          2.01
        	
          Number, Election and Term of Office
        	
          5
        
	
          2.02
        	
          Annual Meetings
        	
          5
        
	
          2.03
        	
          Regular Meetings
        	
          5
        
	
          2.04
        	
          Special Meetings
        	
          5
        
	
          2.05
        	
          Notice of Annual and Special Meetings
        	
          6
        
	
          2.06
        	
          Quorum and Manner of Acting
        	
          6
        
	
          2.07
        	
          Action Without Meeting
        	
          6
        
	
          2.08
        	
          Participation by Conference Telephone
        	
          6
        
	
          2.09
        	
          Resignations
        	
          
            7
          

        
	
          2.10
        	
          Removal of Directors
        	
          7
        
	
          2.11
        	
          Vacancies
        	
          7
        
	
          2.12
        	
          Compensation of Directors
        	
          7
        
	
          2.13
        	
          Committees
        	
          7
        


    

    

    

    
      
        

        

      

      
        
          1
        

        
          


        

      

      
        

        

      

    

    

    


    	
          
            III.
          

        	
          
            OFFICERS AND EMPLOYEES
          

        	

        
	

        	

        	
           
        
	
          3.01
        	
          Executive Officers
        	
          8
        
	
          3.02
        	
          Additional Officers; Other Agents and Employees
        	
          8
        
	
          3.03
        	
          The Chairman
        	
          8
        
	
          3.04
        	
          The President
        	
          8
        
	
          3.05
        	
          Chief Operating Officer
        	
          9
        
	
          3.06
        	
          Executive Vice President
        	
          9
        
	
          3.07
        	
          Senior Vice President
        	
          9
        
	
          3.08
        	
          Chief Financial Officer
        	
          9
        
	
          3.09
        	
          Chief Administrative Officer
        	
          9
        
	
          3.10
        	
          The Vice Presidents
        	
          9
        
	
          3.11
        	
          The Secretary and Assistant Secretaries
        	
          
            10
          

        
	
          3.12
        	
          The Treasurer and Assistant Treasurers
        	
          10
        
	
          3.13
        	
          Vacancies
        	
          10
        
	
          3.14
        	
          Delegation of Duties
        	
          10
        
	

        	

        	
           
        
	
          
            IV.
          

        	
          
            SHARES OF CAPITAL STOCK
          

        	

        
	

        	

        	
           
        
	
          4.01
        	
          Share Certificates
        	
          10
        
	
          4.02
        	
          Transfer of Shares
        	
          11
        
	
          4.03
        	
          Transfer Agents and Registrars
        	
          11
        
	
          4.04
        	
          Lost, Stolen, Destroyed or Mutilated Certificates
        	
          11
        
	
          4.05
        	
          Regulations Relating to Shares
        	
          12
        
	
          4.06
        	
          Holders of Record
        	
          12
        
	
          4.07
        	
          Fixing of Record Date
        	
          12
        
	

        	

        	
           
        
	
          
            V.
          

        	
          
            LOANS, NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS
          

        	

        
	

        	

        	
           
        
	
          5.01
        	
          Notes, Checks, etc
        	
          13
        
	
          5.02
        	
          Execution of Instruments Generally
        	
          13
        
	
          5.03
        	
          Proxies in Respect of Stock or Other Securities of Other Corporations
        	
          13
        
	

        	

        	
           
        
	
          
            VI.
          

        	
          
            GENERAL PROVISIONS
          

        	

        
	

        	

        	
           
        
	
          6.01
        	
          Offices
        	
          13
        
	
          6.02
        	
          Corporate Seal
        	
          13
        
	
          6.03
        	
          Fiscal Year
        	
          14
        
	

        	

        	
           
        
	
          
            VII.
          

        	
          
            VALIDATION OF CERTAIN CONTRACTS
          

        	

        
	

        	

        	
           
        
	
          7.01
        	

        	
          14
        
	

        	

        	
           
        
	
          
            VIII.
          

        	
          
            INDEMNIFICATION OF DIRECTORS AND OFFICERS
          

        	

        
	

        	

        	
           
        
	
          8.01
        	
          Indemnification
        	
          14
        
	
          8.02
        	
          Payment of Indemnification
        	
          15
        
	
          8.03
        	
          Exclusivity
        	
          15
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
          
            IX.
          

        	
          
            AMENDMENTS
          

        	

        
	

        	

        	
           
        
	
          9.01
        	

        	
          15
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      BY-LAWS
OF
CALGON CARBON CORPORATION
    

    
      

      ARTICLE I
    

    
      STOCKHOLDERS
    

    
      Section 1.01        Annual
      Meetings.  Annual meetings of the stockholders shall be held at such
      place, either within or without the State of Delaware, and at such time
      and date as the Board of Directors shall determine and as set forth in
      the notice of the meeting.
    

    
      Section 1.02        Special
      Meetings.  Special meetings of the stockholders may be called at any
      time, for the purpose or purposes set forth in the call, by the
      President or the Board of Directors by delivering a written request to
      the Secretary. At any time, upon the written request of any person or
      persons who have duly called a special meeting, it shall be the duty of
      the Secretary to fix the date of the meeting, to be held not more than
      75 days after receipt of the request, and to give due notice thereof.
      Special meetings shall be held at such place, either within or without
      the State of Delaware, and at such time and date as the Board of
      Directors shall determine and as set forth in the notice of the meeting.
    

    
      Section 1.03        Notice of
      Annual and Special Meetings. Except as otherwise expressly required
      by law, notice of each meeting of stockholders, whether annual or
      special, shall be given by or at the direction of the Board of Directors
      at least 10 or not more than 60 days prior to the date on which the
      meeting is to be held to each stockholder of record entitled to vote
      thereat by delivery of a notice thereof to him personally or by sending
      a copy thereof through the mail or by overnight courier, charges
      prepaid, to his address appearing on the records of the Corporation or
      by electronic transmission, as and to the extent permitted by applicable
      law. Each such notice shall specify the place, day and hour of the
      meeting and, in the case of a special meeting, shall briefly state the
      purpose or purposes for which the meeting is called. A written waiver of
      notice, signed by the person or persons entitled to such notice, whether
      before or after the date and time fixed for the meeting shall be deemed
      the equivalent of such notice. Neither the business to be transacted at
      nor the purpose of the meeting need be specified in a waiver of notice
      of such meeting.
    

    
      Section 1.04        Quorum.  A
      stockholders' meeting duly called shall not be organized for the
      transaction of business unless a quorum is present. At any meeting the
      presence in person or by proxy of stockholders entitled to cast at least
      a majority of the votes which all stockholders are entitled to cast on
      the particular matter shall constitute a quorum for the purpose of
      considering such matter, except as otherwise expressly provided by law,
      by the Certificate of Incorporation of the Corporation or by these
      By-Laws. The stockholders present at a duly organized meeting can
      continue to do business until adjournment, notwithstanding the
      withdrawal of enough stockholders to leave less than a quorum. If a
      meeting cannot be organized because a quorum has not attended, those
      present may adjourn the meeting from time to time to such time (not more
      than 30 days after the next previous adjourned meeting) and place as
      they may determine, without notice other than by announcement at the
      meeting of the time and place of the adjourned meeting; and in the case
      of any meeting called for the election of directors, those who attend
      the second of such adjourned meetings, although entitled to cast less
      than a majority of the votes entitled to be cast on any matter to be
      considered at the meeting, shall nevertheless constitute a quorum for
      the purpose of electing directors.
    

    
      
        

        

      

      
        
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      Section 1.05        Voting.  At
      every meeting of stockholders, each holder of record of issued and
      outstanding stock of the Corporation entitled to vote at such meeting
      shall be entitled to vote in person or by proxy and, except where a date
      has been fixed as the record date for the determination of stockholders
      entitled to notice of or to vote at such meeting, no holder of record of
      a share of stock which has been transferred on the books of the
      Corporation within 10 days next preceding the date of such meeting shall
      be entitled to notice of or to vote at such meeting in respect of such
      share so transferred. Resolutions of the stockholders shall be adopted,
      and any action of the stockholders at a meeting upon any matter shall be
      taken and be valid, only if at least a majority of the votes cast with
      respect to such resolutions or matter are cast in favor thereof, except
      as otherwise expressly provided by law, by the Certificate of
      Incorporation of the Corporation or by these By-Laws. The Chairman of
      the Board (if one has been elected and is present) shall be chairman,
      and the Secretary (if present) shall act as secretary, at all meetings
      of the stockholders. In the absence of the Chairman of the Board, the
      President shall be chairman and in the absence of both of them, the
      chairman shall be designated by the Board of Directors; and in the
      absence of the Secretary, an Assistant Secretary shall act as secretary
      of the meeting.
    

    
      Section 1.06        Procedure
      at Stockholders' Meetings.  The organization of each meeting of the
      stockholders, the order of business thereat and all matters relating to
      the manner of conducting the meetings shall be determined by the
      chairman in accordance with such regulations, if any, as may from time
      to time be prescribed by the Board of Directors. Such rules, regulations
      or procedures, whether adopted 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
      the meeting; (ii) the determination of when the polls shall open and
      close for any given matter to be voted on at the meeting; (iii) rules
      and procedures for maintaining order at the meeting and the safety of
      those present; (iv) limitations on attendance at or participation in the
      meeting to stockholders of record of the Corporation, their duly
      authorized and constituted proxies or such other persons as the chairman
      of the meeting shall determine; (v) restrictions on entry to the meeting
      after the time fixed for the commencement thereof; and (vi) limitations
      on the number of questions or comments that may be by any participant
      and the time allotted for any such question or comment, or all such
      questions or comments, in the aggregate. In addition to the foregoing,
      the chairman may, for any reason and in his sole discretion, adjourn or
      postpone any meeting of the stockholders at any time and from time to
      time.
    

    
      Section 1.07        Action
      Without Meeting.  Subject to Section 4.07(B), unless otherwise
      provided by the Certificate of Incorporation of the Corporation, any
      action required to be taken at any annual or special meeting of
      stockholders, or any action which may be taken at any annual or special
      meeting of stockholders, may be taken without a meeting, without prior
      notice and without a vote, if a consent in writing, setting forth the
      action so taken, shall be signed by the holders of outstanding stock
      having not less than the minimum number of votes that would be necessary
      to authorize or take such action at a meeting at which all shares
      entitled to vote thereon were present and voted, and such written
      consent is filed with the minutes of the proceedings of the
      Corporation's stockholders. Notice of any corporate action taken without
      a meeting by less than unanimous written consent shall be given to those
      stockholders who have not consented in writing.
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      Section 1.08        Notice of
      Stockholder Business and Nominations.     
    

    
      (A) Annual Meetings of Stockholders.
    

    
      (1)  Nominations of persons for election to the Board of Directors of
      the Corporation and the proposal of business to be considered by the
      stockholders at an annual meeting of stockholders must be (a) specified
      in the notice of meeting (or any supplement thereto) given by or at the
      direction of the Board of Directors (including by a Committee appointed
      by the Board of Directors), (b) otherwise properly brought before the
      meeting by or at the direction of the Board of Directors (including by a
      Committee appointed by the Board of Directors), or (c) otherwise
      properly brought before the meeting by a stockholder of the Corporation
      who was a stockholder of record at the time of giving of  notice
      provided for in this Section 1.08(A), who is entitled to vote at the
      meeting and who has complied with the notice procedures set forth in
      this Section 1.08(A).  Nominations of persons for election to the Board
      of Directors of the Corporation shall exclusively be made by the Board
      (or a Committee thereof appointed by the Board, including the Corporate
      Governance Committee), which will consider nominations properly made by
      stockholders in accordance with the procedures of Section 1.08(A) below.
    

    
      (2)  For nominations or other business to be properly brought before an
      annual meeting by a stockholder pursuant to paragraph (A)(1) of this
      Section 1.08, the stockholder must have given timely notice thereof in
      writing to the Secretary of the Corporation and such other business must
      be a proper matter for stockholder action. To be timely, a stockholder's
      notice shall be delivered to the Secretary at the principal executive
      offices of the Corporation not later than the close of business on the
      60th day nor earlier than the close of business on the 120th day prior
      to the first anniversary of the date of the preceding year's proxy
      statement for the annual meeting; provided, however, that in the event
      that the annual meeting is called for a date that is more than 25 days
      before or more than 60 days after the first anniversary of the preceding
      year's annual meeting, notice by the stockholder in order to be timely
      must be so received not later than the close of business on the 10th day
      following the day on which public announcement of the date of such
      annual meeting is first made. In no event shall the public announcement
      of an adjournment of an annual meeting commence a new time period for
      the giving of a stockholder's notice as described above. Such
      stockholder's notice shall set forth (a) as to each person whom the
      stockholder proposes to nominate for election or reelection as a
      director all information relating to such person that is required to be
      disclosed in solicitations of proxies for election of directors in an
      election contest, or is otherwise required, in each case pursuant to
      Regulation 14A under the Securities Exchange Act of 1934, as amended
      (the "Exchange Act") and the rules and regulations promulgated
      thereunder (including such person's written consent to being named in
      the proxy statement as a nominee and to serving as a director if
      elected), along with a description of all arrangements or understandings
      between the stockholder and each nominee and any other person or persons
      (naming such person or persons) pursuant to which the nomination or
      nominations are to be made by the stockholders (b) as to any other
      business that the stockholder proposes to bring before the meeting, a
      brief description of the business desired to be brought before the
      meeting, the reasons for conducting such business at the meeting and any
      material interest in such business of such stockholder and the
      beneficial owner, if any, on whose behalf the proposal is made along
      with a description of all arrangements or understandings between such
      stockholder and any other person or persons in connection with the
      proposal of such business by such stockholder; (c) a representation that
      the stockholder intends to appear in person or by proxy at the meeting
      to nominate the person or persons or raise the proposal specified in the
      notice; and (d) as to the stockholder giving the notice and the
      beneficial owner, if any, on whose behalf the nomination or proposal is
      made (i) the name and address of such stockholder, as they appear on the
      Corporation's books, and of such beneficial owner and (ii) the class and
      number of shares of the Corporation which are owned beneficially and of
      record by such stockholder and such beneficial owner.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
      (3)  Notwithstanding anything in the second sentence of paragraph (A)(2)
      of this By-Law to the contrary, but subject to Section 2.11 of these By-
      Laws, in the event that the number of directors to be elected to the
      Board of Directors of the Corporation is increased and there is no
      public announcement naming all of the nominees for director or
      specifying the size of the increased Board of Directors made by the
      Corporation at least 70 days prior to the first anniversary of the date
      of the preceding year's proxy statement for the annual meeting, a
      stockholder's notice required by this Section 1.08(A) shall also be
      considered timely, but only with respect to nominees for any new
      positions created by such increase, if it shall be delivered to the
      Secretary at the principal executive offices of the Corporation not
      later than the close of business on the 10th day following the day on
      which such public announcement is first made by the Corporation.
    

    
      (B)  Special Meetings of Stockholders.
    

    
      Only such business shall be conducted at a special meeting of
      stockholders as shall have been brought before the meeting pursuant to
      the Corporation's notice of meeting. Nominations of persons for election
      to the Board of Directors at a special meeting of stockholders at which
      directors are to be elected pursuant to the Corporation's notice of
      meeting must be (a) specified in the notice of meeting (or any
      supplement thereto) given by or at the direction of the Board of
      Directors (including by a Committee appointed by the Board of
      Directors), (b) otherwise properly brought before the meeting by or at
      the direction of the Board of Directors (including by a Committee
      appointed by the Board of Directors), or (c) otherwise properly brought
      before the meeting by a stockholder of the Corporation who was a
      stockholder of record at the time of giving of notice provided for in
      this Section 1.08(B), who is entitled to vote at the meeting and who
      complied with the notice procedures set forth in this Section 1.08(B).
      Nominations of persons for election to the Board of Directors of the
      Corporation shall exclusively be made by the Board (or a Committee
      thereof appointed by the Board, including the Corporate Governance
      Committee), which will consider nominations properly made by
      stockholders in accordance with the procedures of Section 1.08(B) below.
      In the event the Corporation calls a special meeting of stockholders for
      the purpose of electing one or more directors to the Board of Directors,
      any such stockholder may propose for nomination a person or persons (as
      the case may be), for election to such position(s) as specified in the
      Corporation's notice of meeting, if the stockholder's notice required by
      paragraph (A)(2) of this Section 1.08 shall be delivered to the
      Secretary at the principal executive offices of the Corporation not
      earlier than the close of business on the 120th day prior to such
      special meeting and not later than the close of business on the later of
      the 90th day prior to such special meeting or the 10th day following the
      day on which public announcement is first made of the date of the
      special meeting. In no event shall the public announcement of an
      adjournment of a special meeting commence a new time period for the
      giving of a stockholder's notice as described above.     
    

    
      (C)  General.        
    

    
      (1)  Only such persons who are nominated by the Board of Directors, a
      Committee of the Board or a stockholder of the Corporation in accordance
      with the procedures set forth in this Section 1.08 shall be eligible to
      serve as directors and only such business shall be conducted at a
      meeting of stockholders as shall have been brought before the meeting in
      accordance with the procedures set forth in this Section 1.08. Except as
      otherwise provided by law, the Chairman of the meeting shall have the
      power and duty to determine whether a nomination or any
      business   proposed to be brought before the meeting was made, or
      proposed, as the case may be, in accordance with the procedures set
      forth in this Section 1.08 and, if any proposed nomination or business
      is not in compliance with this Section 1.08, to declare that such
      defective proposal or nomination shall be disregarded.
    

    
      
        

        

      

      
        
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      (2)  For purposes of this Section 1.08, "public announcement" shall mean
      disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable national news service or in a document
      publicly filed by the Corporation with the Securities and Exchange
      Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
    

    
      (3)  Notwithstanding the foregoing provisions of this Section 1.08, a
      stockholder shall also comply with all applicable requirements of the
      Exchange Act and the rules and regulations thereunder with respect to
      the matters set forth in this Section 1.08. Nothing in this Section 1.08
      shall be deemed to affect any rights of (i) stockholders to request
      inclusion of proposals in the Corporation's proxy statement pursuant to
      Rule 14a-8 under the Exchange Act or (ii) the holders of any series of
      Preferred Stock to elect directors under specified circumstances.
    

    
      ARTICLE II
    

    
      DIRECTORS
    

    
      Section 2.01        Number,
      Election and Term of Office.  The number of directors which shall
      constitute the full Board of Directors shall be determined by resolution
      of the board of directors or of the stockholders. The directors shall be
      classified with respect to their terms of office into three classes,
      each of which shall consist as nearly as possible of one-third of the
      total number of directors. The term of office of one class of directors
      shall expire at each annual meeting of the stockholders, so that at each
      such meeting the successors to the directors of the class whose term
      expires at such meeting shall be elected to hold office for a term of
      three years. If the number of directors is increased, the board of
      directors shall assign the additional directorships so created among the
      classes of directors. Each director shall hold office for the term for
      which he is elected and thereafter until his successor is duly elected
      or until his prior death, resignation or removal. Directors need not be
      stockholders. Directors shall be nominated as set forth in Section 1.08.
    

    
      Section 2.02        Annual Meeting.  Annual
      Meetings of the Board of Directors shall be held each year at the same
      place as and immediately after the annual meeting of stockholders, or at
      such other place and time as shall theretofore have been determined by
      the Board. At its regular annual meeting, the Board of Directors shall
      organize itself and elect the officers of the Corporation for the
      ensuing year, and may transact any other business.
    

    
      Section 2.03        Regular
      Meetings.  Regular meetings of the Board of Directors may be held at
      such intervals and at such time and place as shall from time to time be
      determined by the Board. After there has been such determination and
      notice thereof has been once given to each person then a member of the
      Board of Directors, regular meetings may be held at such intervals and
      time and place without further notice being given.
    

    
      Section 2.04        Special
      Meetings.  Special meetings of the Board of Directors may be called
      at any time by the Board, by the Chairman of the Board or by the
      President to be held on such day and at such time and place as shall be
      specified by the person or persons calling the meeting.
    

    
      
        

        

      

      
        
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      Section 2.05        Notice of
      Annual and Special Meetings.  Except as otherwise expressly required
      by law, notice of the annual meeting of the Board of Directors need not
      be given. Except as otherwise expressly required by law, notice of every
      special meeting of the Board of Directors specifying the place, date and
      time thereof shall be given to each director (i) by being mailed on at
      least the third day prior to the date of the meeting, (ii) by being
      given personally or by telephone at least 24 hours prior to the time of
      the meeting or (iii) by electronic transmission in accordance with
      applicable law at least 24 hours prior to the time of the meeting, and
      shall be deemed given at the time specified by applicable law. A written
      waiver of notice of a special meeting, signed by the person or persons
      entitled to such notice, whether before or after the date and time
      stated therein fixed for the meeting, shall be deemed the equivalent of
      such notice, and attendance of a director at a meeting shall constitute
      a waiver of notice of such meeting except when the director attends the
      meeting for the express purpose of objecting, when he enters the
      meeting, to the transaction of any business because the meeting is not
      lawfully called or convened.
    

    
      Section 2.06        Quorum
      and Manner of Acting.  At all meetings of the Board of Directors,
      except as otherwise expressly provided by law or by the Certificate of
      Incorporation of the Corporation or these By-Laws, the presence of a
      majority of the full Board shall be necessary and sufficient to
      constitute a quorum for the transaction of business. If a quorum is not
      present at any meeting, the meeting may be adjourned from time to time
      by a majority of the directors present until a quorum as aforesaid shall
      be present, but notice of the time and place to which such a meeting is
      adjourned shall be given to any directors not present (i) by being
      mailed on at least the third day prior to the date of the reconvened
      meeting, (ii) by being given personally or by telephone at least 24
      hours prior to the time of the reconvened meeting, or (iii) by
      electronic transmission in accordance with applicable law at least 24
      hours prior to the time of the reconvened meeting, and shall be deemed
      given at the time specified by applicable law. Resolutions of the Board
      of Directors shall be adopted, and any action of the Board at a meeting
      upon any matter shall be taken and be valid, only with the affirmative
      vote of at least a majority of the directors present at the meeting,
      except as otherwise provided herein. The Chairman of the Board (if one
      has been elected and is present) shall be chairman, and the Secretary
      (if present) shall act as secretary, at all meetings of the Board. In
      the absence of the Chairman of the Board, the President shall be
      chairman, and in the absence of both of them the directors present shall
      select a member of the Board of Directors to be chairman; and in the
      absence of the Secretary, the chairman of the meeting shall designate
      any person to act as secretary of the meeting.
    

    
      Section 2.07        Action
      Without Meeting.  Any action required or permitted to be taken at
      any meeting of the Board of Directors or of any committee thereof may be
      taken without a meeting if a consent in writing, setting forth the
      actions so taken, shall be signed by all members of the Board or such
      committees, as the case may be, and such written consent is filed with
      the minutes of proceedings of the Board or committee.
    

    
      Section 2.08        Participation
      by Conference Telephone.  Members of the Board of Directors of the
      Corporation, or any committee designated by the Board, may participate
      in a meeting of the Board or committee by means of conference telephone
      or similar communications equipment by means of which all persons
      participating in the meeting can speak to and hear each other, and
      participation in a meeting by such means shall constitute presence in
      person at such meeting.
    

    
      
        

        

      

      
        
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      Section 2.09        Resignations.  A
      director may resign by submitting his written resignation to the
      Chairman of the Board (if one has been elected) or the Secretary. Unless
      otherwise specified therein, the resignation of a director need not be
      accepted to make it effective and shall be effective immediately upon
      its receipt by such officer or as otherwise specified therein. If the
      resignation of a director specifies that it shall be effective at some
      time later than receipt, the resigning director shall be competent to
      act on all matters before the Board of Directors, including filling the
      vacancy caused by such resignation until the effective time specified in
      the resigning director's notice of resignation.
    

    
      Section 2.10        Removal
      of Directors.  The entire Board of Directors or any individual
      director may be removed at any time (a) for cause by the vote of
      stockholders entitled to cast at least a majority of the votes which all
      stockholders would then be entitled to cast at a regular annual election
      of directors, and (b) without cause by the vote of stockholders then
      entitled to cast at least 75% of such votes, in either case given at a
      special meeting of the stockholders called for the purpose, whether or
      not the Corporation's stockholders are then entitled to vote
      cumulatively in the election of directors. The vacancy or vacancies
      caused in the Board of Directors by such removal may but need not be
      filled by the stockholders at such meeting.
    

    
      Section 2.11        Vacancies.  Any
      vacancy that shall occur in the Board of Directors by reason of death,
      resignation, disqualification, removal, increase in the number of
      directors or any other cause whatsoever shall, unless filled as provided
      in Section 2.10 of this Article II, be filled by a majority of the
      remaining numbers of the Board of Directors, whether or not a quorum,
      and each person so elected shall be a director until his successor is
      elected by the stockholders at a meeting called for the purpose of
      electing directors, or until his prior death, resignation or removal.
      The term of office of any person elected a director pursuant to this
      Section 2.11 shall expire at the next succeeding annual meeting of the
      stockholders regardless of the class to which such directorship is
      assigned pursuant to Section 2.01 and at such annual meeting the
      stockholders shall elect a director to fill such directorship until the
      expiration of the remaining term of office of directors of that class.
    

    
      Section 2.12        Compensation
      of Directors.  The Corporation may allow compensation to its
      directors for their services, as determined from time to time by
      resolution adopted by the Board of Directors.
    

    
      Section 2.13        Committees.  The
      Board of Directors may, to the fullest extent permitted by Section
      141(c)(2) of the General Corporation Law of the State of Delaware,
      designate one or more committees consisting of directors to have and
      exercise such authority, powers and duties of the Board in the
      management of the business and affairs of the Corporation as the
      resolution of the Board creating such committee may specify and as is
      otherwise permitted by law. Subject to the rules and regulations of the
      New York Stock Exchange, or any other national securities exchange on
      which the Corporation's securities may be listed or any automated
      inter-dealer quotation system on which the Corporation's securities may
      be quoted, the Board of Directors may designate one or more directors as
      alternate members of any committee, who may replace any absent or
      disqualified member at any meeting of the committee. Subject to the
      rules and regulations of the New York Stock Exchange, or any other
      national securities exchange on which the Corporation's securities may
      be listed or any automated inter-dealer quotation system on which the
      Corporation's securities may be quoted, in the absence or
      disqualification of any member of such committee or committees, the
      member or members thereof present at any meeting and not disqualified
      from voting, whether or not he or they constitute a quorum, may
      unanimously appoint another director to act at the meeting in the place
      of such absent or disqualified member.
    

    
      
        

        

      

      
        
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      ARTICLE III
    

    
      OFFICERS AND EMPLOYEES
    

    
      Section 3.01        Executive
      Officers.  The Executive Officers of the Corporation shall be the
      President, a Secretary, and a Chief Financial Officer, and may include a
      Chairman of the Board, a Chief Operating Officer, a Chief Administrative
      Officer and one or more Vice Presidents as the Board of Directors may
      from time to time determine, all of whom shall be elected by the Board
      of Directors. All officers elected by the Board of Directors shall each
      have such powers and duties as generally pertain to their respective
      offices, subject to the specific provisions of this Article III. Such
      officers shall also have such powers and duties as from time to time may
      be conferred by the Board of Directors or by any committee thereof. The
      Board of Directors or any committee thereof may from time to time elect,
      or the Chairman of the Board or President may appoint, such other
      officers (including one or more Chief Operating Officers, one or more
      Chief Administrative Officers, one or more Executive Vice Presidents or
      Senior Vice Presidents and one or more Vice Presidents, Assistant Vice
      Presidents and Assistant Secretaries) and such agents, as may be
      necessary or desirable for the conduct of the business of the
      Corporation. Such other officers and agents shall have such duties and
      shall hold their offices for such terms as shall be provided in these
      By-Laws or as may be prescribed by the Board of Directors or such
      committee or by the Chairman of the Board or the President, as the case
      may be. Any two or more offices may be held by the same person. Each
      Executive Officer shall hold office until the next succeeding annual
      meeting of the Board of Directors and thereafter until his successor is
      duly elected and qualifies, or until his earlier death, resignation or
      removal.
    

    
      Section 3.02        Additional
      Officers; Other Agents and Employees.  The Board of Directors may
      from time to time appoint or hire such additional officers (including a
      Treasurer and Assistant Treasurer), assistant officers, agents,
      employees and independent contractors as the Board deems advisable; and
      the Board or the President shall prescribe their duties, conditions of
      employment and compensation. Subject to the power of the Board of
      Directors, the President may employ from time to time such other agents,
      employees, and independent contractors as he may deem advisable for the
      prompt and orderly transaction of the business of the Corporation, and
      he may prescribe their duties and the conditions of their employment,
      fix their compensation and dismiss them, without prejudice to their
      contract rights, if any.
    

    
      Section 3.03        The
      Chairman.  If there shall be a Chairman of the Board, he shall be
      elected from among the directors, shall preside at all meetings of the
      stockholders and of the Board, and shall have such other powers and
      duties as from time to time may be prescribed by the Board. The Chairman
      of the Board shall be responsible for the general management of the
      affairs of the Corporation and shall perform all duties incidental to
      his or her office which may be required by law and all such other duties
      as are properly required of him or her by the Board of Directors. The
      Chairman of the Board may also serve as President of the Corporation, if
      so elected by the Board of Directors.
    

    
      Section 3.04        The President.  The
      President shall be the chief executive officer of the Corporation.
      Subject to the control of the Board of Directors, the President shall
      have general policy supervision of and general management and executive
      powers over all the property, business, operations and affairs of the
      Corporation, and shall see that the policies and programs adopted or
      approved by the Board are carried out. The President shall exercise such
      further powers and duties as from time to time may be prescribed in
      these By-Laws or by the Board of Directors.
    

    
      
        

        

      

      
        
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      Section 3.05        Chief
      Operating Officer. Each Chief Operating Officer shall have such
      powers and perform such duties as may be assigned to such Chief
      Operating Officer by the Board of Directors or the President.
    

    
      Section 3.06        Executive
      Vice President. Each Executive Vice President shall have such powers
      and perform such duties as may be assigned to such Executive Vice
      President by the Board of Directors or the President.
    

    
      Section 3.07        Senior
      Vice President. Each Senior Vice President shall have such powers
      and perform such duties as may be assigned to such Senior Vice President
      by the Board of Directors or the President.
    

    
      Section 3.08        Chief
      Financial Officer. The Chief Financial Officer shall:
    

    
      (A)         be responsible for the accounts and other financial records
      of the Corporation consistent with directions of the Board of Directors
      or any committee of the Board of Directors assigned duties related
      thereto; be the custodian of the official corporate financial records;
    

    
      (B)         prescribe the Corporation’s accounting practices and
      procedures in accordance with Generally Accepted Accounting Principles
      (GAAP) and the directions of the Board of Directors or any committee of
      the Board of Directors assigned duties related thereto;
    

    
      (C)         prepare, analyze and interpret the Corporation’s financial
      results for use in the decision-making process; prepare and file
      external financial reports to satisfy shareholders, government
      regulatory bodies, financial institutions, and others;
    

    
      (D)         verify or cause to be verified the accuracy of all financial
      statements and accounting reports issued by the Corporation;
    

    
      (E)         oversee the investment of corporate funds; have primary
      contact with banks, investment bankers and investor groups to raise
      capital as directed by the Board of Directors or the President; and
    

    
      (F)         perform such other duties as may be assigned to him or her
      by the Board of Directors or the President.
    

    
      Section 3.09        Chief
      Administrative Officer.  Each Chief Administrative Officer shall
      have such powers and perform such duties as may be assigned to such
      Chief Administrative Officer by the Board of Directors or the President.
    

    
      Section 3.10        The Vice
      Presidents.  The Vice Presidents may be given by resolution of the
      Board of Directors general executive powers, subject to the control of
      the President, concerning one or more or all segments of the operations
      of the Corporation. The Vice Presidents shall exercise such further
      powers and duties as from time to time may be prescribed in these
      By-Laws or by the Board of Directors or by the President. At the request
      of the President or in his absence or disability, the Senior Vice
      President shall exercise all the powers and duties of the President.
    

    
      
        

        

      

      
        
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      Section 3.11        The
      Secretary and Assistant Secretaries.  It shall be the duty of the
      Secretary (a) to keep or cause to be kept an original or duplicate
      record of the proceedings of the stockholders and the Board of
      Directors, and a copy of the Certificate of Incorporation of the
      Corporation and of these By-Laws; (b) to attend to the giving of notices
      of the Corporation as may be required by law or these By-Laws; (c) to be
      custodian of the corporate records and of the seal of the Corporation
      and see that the seal is affixed to such documents as may be necessary
      or advisable; (d) to have charge of the stock books of the Corporation,
      and a share register, giving the names of the stockholders in
      alphabetical order, and showing their respective addresses, the number
      and classes of shares held by each, the number and date of certificates
      issued for the shares, and the date of cancellation of every certificate
      surrendered for cancellation; and (e) to exercise all powers and duties
      incident to the office of Secretary, and such other powers and duties as
      may be prescribed by the Board of Directors or by the President from
      time to time. The Secretary by virtue of his office shall be an
      Assistant Treasurer. The Assistant Secretaries shall assist the
      Secretary in the performance of his duties and shall also exercise such
      further powers and duties as from time to time may be assigned to them
      by the Board of Directors, the President or the Secretary. As the
      direction of the Secretary or in his absence or disability, an Assistant
      Secretary shall perform the duties of the Secretary.
    

    
      Section 3.12        The
      Treasurer and Assistant Treasurers.  The Treasurer shall have
      custody of all the funds and securities of the Corporation. He shall
      collect all moneys due the Corporation and deposit such moneys to the
      credit of the Corporation in such banks, trust companies, or other
      depositories as may have been duly designated by the Board of Directors.
      He shall endorse for collection on behalf of the Corporation, checks,
      notes, drafts and other documents, and may sign and deliver receipts,
      vouchers and releases of liens evidencing payments made to the
      Corporation. Subject to Section 5.01 of these By-Laws, he shall cause to
      be disbursed the funds of the Corporation by payment in cash or by
      checks or drafts upon the authorized depositories of the Corporation. He
      shall have charge of the books and accounts of the Corporation. He shall
      perform all acts incident to the office of Treasurer and such other
      duties as may be assigned to him by the Board of Directors. The
      Treasurer by virtue of his office shall be an Assistant Secretary. The
      Assistant Treasurers shall assist the Treasurer in the performance of
      his duties and shall also exercise such further powers and duties as
      from time to time may be assigned to them by the Board of Directors, the
      President or the Treasurer. At the direction of the Treasurer or in his
      absence or disability, an Assistant Treasurer shall perform the duties
      of the Treasurer.
    

    
      Section 3.13        Vacancies.  Vacancy
      in any office or position by reason of death, resignation, removal,
      disqualification, disability or other cause, shall be filled in the
      manner provided in this Article III for regular election or appointment
      to such office.
    

    
      Section 3.14        Delegation
      of Duties.  The Board of Directors may in its discretion delegate
      for the time being the powers and duties, or any of them, of any officer
      to any other person whom it may select.
    

    
      ARTICLE IV
    

    
      SHARES OF CAPITAL STOCK
    

    
      Section 4.01        Share
      Certificates.  The shares of the Corporation’s stock may be
      certificated or uncertificated, as provided under Delaware law, and
      shall be entered in the books of the Corporation and registered as they
      are issued.  Any certificates representing shares of stock shall be in
      such form as the Board of Directors shall prescribe.  Every share
      certificate shall be signed by the Chairman of the Board, the President
      or any Vice President and by the Treasurer or any Assistant Treasurer or
      the Secretary or any Assistant Secretary. The signatures of such
      officers may be by facsimile.  Each such certificate shall set forth the
      name of the registered holder thereof, the number and class of shares
      and the designation of the series, if any, which the certificate
      represents.  The Board of Directors may, if it so determines, direct
      that certificates for shares of stock of the Corporation be signed by a
      transfer agent or registered by a registrar or both, in which case such
      certificates shall not be valid until so signed or registered.
    

    
      
        

        

      

      
        
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      In case any officer of the Corporation who shall have signed, or whose
      facsimile signature shall have been used on, any certificate for shares
      of stock of the Corporation shall cease to be such officer, whether
      because of death, resignation, removal or otherwise, before such
      certificate shall have been delivered by the Corporation, such
      certificate shall nevertheless be deemed to have been adopted by the
      Corporation and may be issued and delivered as though the person who
      signed such certificate or whose facsimile signature shall have been
      used thereon had not ceased to be such officer.
    

    
      Within a reasonable time after the issuance or transfer of
      uncertificated stock, the Corporation shall send to the registered owner
      thereof a written notice that shall set forth the name of the
      Corporation, that the Corporation is organized under the laws of the
      State of Delaware, the name of the stockholder, the number and class
      (and the designation of the series, if any) of the shares represented,
      and any restrictions on the transfer or registration of such shares of
      stock imposed by the Corporation’s Certificate of Incorporation, these
      Bylaws, any agreement among stockholders or any agreement between
      stockholders and the Corporation.
    

    
      Section 4.02        Transfer
      of Shares.  Upon surrender to the Corporation or the transfer agent
      of the Corporation of a certificate for shares duly endorsed or
      accompanied by proper evidence of succession, assignation or authority
      to transfer, it shall be the duty of the Corporation to issue a new
      certificate or evidence of the issuance of uncertificated shares to the
      stockholder entitled thereto, cancel the old certificate and record the
      transaction upon the Corporation’s books.  Upon the surrender of any
      certificate for transfer of stock, such certificate shall be
      conspicuously marked on its face “Cancelled” and filed with the
      permanent stock records of the Corporation.
    

    
      Upon the receipt of proper transfer instructions from the registered
      owner of uncertificated shares, such uncertificated shares shall be
      cancelled, issuance of new equivalent uncertificated shares or
      certificated shares shall be made to the stockholder entitled thereto
      and the transaction shall be recorded upon the books of the
      Corporation.  If the Corporation has a transfer agent or registrar
      acting on its behalf, the signature of any officer or representative
      thereof may be in facsimile.
    

    
      Section 4.03        Transfer
      Agents and Registrars.  The Board of Directors may appoint any one
      or more qualified banks, trust companies or other corporations organized
      under any law of any state of the United States or under the laws of the
      United States as agent or agents for the Corporation in the transfer of
      the stock of the Corporations and likewise may appoint any one or more
      such qualified banks, trust companies or other corporations as registrar
      or registrars of the stock of the Corporation and may make or authorize
      such agent to make all such rules and regulations deemed expedient
      concerning the issue, transfer and registration of shares of stock.
    

    
      Section 4.04        Lost,
      Stolen, Destroyed or Mutilated Certificates.  In case of loss,
      destruction or mutilation of a share certificate, the Corporation may
      issue (i) a new certificate or certificates of stock or (ii)
      uncertificated shares in place of any certificate or certificates
      previously issued by the Corporation alleged to have been lost, stolen
      or destroyed, upon such terms and conditions as the Board of Directors
      may from time to time determine.
    

    
      
        

        

      

      
        
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      Section 4.05        Regulations
      Relating to Shares.  The Board of Directors shall have power and
      authority to make such rules and regulations not inconsistent with these
      By-Laws or with law as it may deem expedient concerning the issue,
      transfer and registration of certificates representing shares of stock
      of the Corporation.
    

    
      Section 4.06        Holders
      of Record.  The Corporation shall be entitled to treat the holder of
      record of any share or shares of stock as the holder and owner in fact
      thereof and shall not be bound to recognize any equitable or other claim
      to or interest in such shares on the part of any other person, whether
      or not it shall have express or other notice thereof, except as
      otherwise expressly provided by the laws of the State of Delaware.
    

    
      Section 4.07     Fixing of Record Date.
    

    
      (A)  The Board of Directors may fix a time, not less than 10 or more
      than 60 days prior to the date of any meeting of stockholders, or the
      date fixed for the payment of any dividend or distribution, or the date
      for the allotment of rights, or the date when any change or conversion
      or exchange of shares will be made or go into effect, as a record date
      for the determination of the stockholders entitled to notice of, or to
      vote at, any such meeting, or entitled to receive payment of any such
      dividend or distribution, or to receive any such allotment of rights, or
      to exercise the rights in respect to any such change, conversion or
      exchange of shares. In such case, only such stockholders as shall be
      stockholders of record on the date so fixed shall be entitled to notice
      of, or to vote at, such meeting or to receive payment of such dividend,
      or to receive such allotment of rights, or to exercise such rights, as
      the case may be, notwithstanding any transfer of any shares on the books
      of the Corporation after any record date fixed as aforesaid. If no
      record date is fixed by the Board of Directors, the record date for the
      determination of the stockholders entitled to notice of, and to vote at,
      any such meetings, and any adjournment thereof, or entitled to receive
      payment of any such dividend, or to any such allotment of rights, or to
      exercise the rights in respect of any change, conversion or exchange of
      capital stock, shall, with respect to any meeting of stockholders, be at
      the close of business on the day preceding the day on which notice is
      given, or if notice is waived, at the close of business on the day
      preceding the day on which the meeting is held or shall , with respect
      to any dividend, allotment of rights or exercise of rights in respect of
      any change, conversion or exchange of capital stock, be the date of
      adoption by the Board of a resolution approving such matters.
    

    
      (B)  In order that the Corporation may determine the stockholders
      entitled to consent to corporate action in writing without a meeting,
      the Board of Directors may fix a record date, which record date shall
      not precede the date upon which the resolution fixing the record date is
      adopted by the Board of Directors, and which date shall not be more than
      ten (10) days after the date upon which the resolution fixing the record
      date is adopted by the Board of Directors. Any stockholder of record
      seeking to have the stockholders authorize or take corporate action by
      written consent shall, by written notice to the Secretary of the
      Corporation, request the Board of Directors to fix a record date. The
      Board of Directors shall promptly, but in all events within ten (10)
      days after the date on which such a request is received, adopt a
      resolution fixing the record date. If no record date has been fixed by
      the Board of Directors within ten (10) days of the date on which such a
      request is received, the record date for determining stockholders
      entitled to consent to corporate action in writing without a meeting,
      when no prior action by the Board of Directors is required by applicable
      law, shall be the first date on which a signed written consent setting
      forth the action taken or proposed to be taken is delivered to the
      Corporation by delivery to its registered office in the State of
      Delaware, its principal place of business, or an officer or agent of the
      Corporation having custody of the book in which proceedings of meetings
      of the stockholders are recorded, to the attention of the Secretary of
      the Corporation. Delivery made to the Corporation's registered office
      shall be by hand or by certified or registered mail, return receipt
      requested. If no record date has been fixed by the Board of Directors
      and prior action by the Board of Directors is required by applicable
      law, the record date for determining stockholders entitled to consent to
      corporate action in writing without a meeting shall be at the close of
      business on the date on which the Board of Directors adopts the
      resolution taking such prior action.
    

    
      
        

        

      

      
        
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      ARTICLE V
    

    
      LOANS, NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS
    

    
      Section 5.01        Notes,
      Checks, etc.  All notes, drafts, acceptance, checks, endorsements
      (other than for deposit) and all evidences of indebtedness of the
      Corporation whatsoever shall be signed by the President, or shall be
      signed by such officers or agents and shall be subject to such
      requirements as to countersignature or other conditions as the Board of
      Directors from time to time may designate. Facsimile signatures on
      checks may be used unless prohibited by the Board of Directors.
    

    
      Section 5.02        Execution
      of Instruments Generally.  Except as provided in Section 5.01 of
      this Article V, all contracts and other instruments requiring execution
      by the Corporation may be executed and delivered by the President, any
      Vice President or the Treasurer, and authority to sign any such
      contracts or instruments, which may be general or confined to specific
      instances, may be conferred by the Board of Directors upon any other
      person or persons. Any person having authority to sign on behalf of the
      Corporation may delegate, from time to time, by instrument in writing,
      all or any part of such authority to any person or persons if authorized
      so to do by the Board of Directors.
    

    
      Section 5.03        Proxies
      in Respect of Stock or Other Securities of Other Corporations.
      Unless otherwise provided by the Board of Directors, the President may
      from time to time appoint an attorney or attorneys or an agent or agents
      of the Corporation to exercise in the name and on behalf of the
      Corporation the powers and rights which the Corporation may have as the
      holder of stock or other securities in any other corporation to vote or
      consent in respect of such stock or other securities, may instruct the
      person or persons so appointed as to the manner of exercising such
      powers and rights and may execute or cause to be executed in the name
      and on behalf of the Corporation and under its corporate seal or
      otherwise all such written proxies or other instruments as he may deem
      necessary or proper in order that the Corporation may exercise its said
      powers and rights.
    

    
      ARTICLE VI
    

    
      GENERAL PROVISION
    

    
      Section 6.01        Offices.  The
      registered office of the Corporation in the State of Delaware shall be
      at 2711 Centerville Road, in the City of Wilmington, County of New
      Castle, Delaware 19808. The name of its registered agent at such address
      is Corporation Service Company. The Corporation may have other offices,
      within or without the State of Delaware, at such place or places as the
      Board of Directors may from time to time determine or the business of
      the Corporation may require.
    

    
      Section 6.02        Corporate Seal.  The
      Board of Directors shall prescribe the form of a suitable corporate
      seal, which shall contain the full name of the Corporation and the year
      and state of incorporation. Such seal may be used by causing it or a
      facsimile or reproduction thereof to be affixed to or placed upon the
      document to be sealed.
    

    
      
        

        

      

      
        
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      Section 6.03        Fiscal
      Year.  Unless otherwise determined by the Board of Directors, the
      fiscal year of the Corporation shall be the calendar year.
    

    
      ARTICLE VII
    

    
      VALIDATION OF CERTAIN CONTRACTS
    

    
      Section 7.01        No contract or other transaction between the
      Corporation and another person shall be invalidated or otherwise
      adversely affected by the fact that any one or more stockholders,
      directors or officers of the Corporation:
    

    
      (A) is pecuniarily or otherwise interested in, or is a stockholder,
      director, officer, or member of, such other person, or
    

    
      (B) is a party to, or is in any other way pecuniarily or otherwise
      interested in, the contract or other transaction, or
    

    
      (C) is in any way connected with any person pecuniarily or otherwise
      interested in such contract or other transaction, provided the fact of
      such interest shall be disclosed or known to the Board of Directors or
      the stockholders, as the case may be, and in any action of the
      stockholders or of the Board authorizing or approving any such contract
      or other transaction, any and every stockholder or director may be
      counted in determining the existence of a quorum with like force and
      effect as though he were not so interested, or were not such a
      stockholder, director, member or officer, or were not such a party, or
      were not so connected. Such director, stockholder or officer shall not
      be liable to account to the Corporation for any profit realized by him
      from or through any such contract or transaction approved or authorized
      as aforesaid. As used herein, the term "person" includes a corporation,
      partnership, firm, association or other legal entity.
    

    
      ARTICLE VIII
    

    
      INDEMNIFICATION OF DIRECTORS AND OFFICERS
    

    
      Section 8.01        Indemnification.  Directors
      and officers of the Corporation shall be indemnified as of right to the
      fullest extent now or hereafter permitted by law in connection with any
      actual or threatened civil, criminal, administrative or investigative
      action, suit or proceeding (whether brought by or in the name of the
      Corporation or otherwise) arising out of their service to the
      Corporation or to another organization at the request of the
      Corporation. Persons who are not directors or officers of the
      Corporation, including each person who at the request of the Corporation
      has served as a director, officer, employee, or agent of another
      corporation, partnership, joint venture, trust or other enterprise
      (individually, including directors or officers of the Corporation, an
      "Indemnified Person" and collectively, the "Indemnified Persons") may be
      similarly indemnified in respect of such service to the extent
      authorized at any time by the Board of Directors of the Corporation. The
      Corporation may purchase and maintain insurance to protect itself and
      any Indemnified Person against any liability asserted against him and
      incurred by him in respect of such service whether or not the
      Corporation would have the power to indemnify him against such liability
      by law or under the provisions of this Article. The provisions of this
      Article shall be applicable to actions, suits or proceedings commenced
      after the adoption hereof, whether arising from acts or omissions
      occurring before or after the adoption hereof, and to Indemnified
      Persons who have ceased to render such service, and shall inure to the
      benefit of the heirs, executors and administrators of the directors,
      officers and other persons referred to in this Article VIII.
    

    
      
        

        

      

      
        
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      Section 8.02        Payment
      of Indemnification.  Expenses (including attorneys' fees) incurred
      by an Indemnified Person in defending any civil, criminal,
      administrative or investigative action, suit or proceeding shall be paid
      by the Corporation in advance of the final disposition of such action,
      suit or proceeding upon receipt of an undertaking by or on behalf of
      such Indemnified Person to repay such amount if it shall ultimately be
      determined that such person is not entitled to be indemnified by the
      corporation as authorized in this Article VIII. Such expenses (including
      attorneys' fees) incurred by Indemnified Persons may be so paid upon
      such terms and conditions, if any, as the Corporation deems appropriate.
    

    
      Section 8.03        Exclusivity.  The
      indemnification and advancement of expenses provided by, or granted
      pursuant to, this Article VIII shall not be deemed exclusive of any
      other rights to which those seeking indemnification or advancement of
      expenses may be entitled under the Certificate of Incorporation of the
      Corporation, these By-Laws or any agreement, vote of stockholders or
      disinterested directors or otherwise, both as to action in such person's
      official capacity and as to action in another capacity while holding
      such office, it being the policy of the Corporation that indemnification
      of the persons specified in this Article VIII shall be made to the
      fullest extent permitted by law. The provisions of this Article VIII
      shall not be deemed to preclude the indemnification of any person who is
      not specified in Article VIII but whom the Corporation has the power or
      obligation to indemnify under applicable law, or otherwise.
    

    
      ARTICLE IX
    

    
      AMENDMENTS
    

    
      Section 9.01   These By-Laws may be amended, altered and repealed, and
      new By-Laws may be adopted, by the stockholders or the Board of
      Directors of the Corporation at any regular or special meeting, except
      that Sections 2.01, 2.10, 2.11 and this Section 9.01 may only be amended
      by the vote of stockholders entitled to cast at least 75% of the vote
      which all stockholders are then entitled to cast with respect to such
      amendment. No provision of these By-Laws shall vest any property or
      contract right in any stockholder.
    

    
      

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