Exhibit
3.2







AMENDED
AND RESTATED




BY-LAWS




OF




PGT,
INC.




A
Delaware Corporation





ARTICLE
I













OFFICES




Section
1.  Registered
Office


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


Section
2.  Other
Offices


.  The
Corporation may also have offices at such other places, both within and without
the State of Delaware, as the board of directors of the Corporation (the “Board
of Directors”) may from time to time determine.




ARTICLE
II













MEETINGS OF
STOCKHOLDERS




Section
1.  Time and Place of
Meetings


.  Meetings
of the stockholders for the election of directors or for any other purpose shall
be held at such time and place, either within or without the State of Delaware,
as shall be designated from time to time by the Board of
Directors.  The Board of Directors may, in its sole discretion,
determine that a meeting of the stockholders shall not be held at any place but
may instead be held solely by means of remote communication in the manner
authorized by the General Corporation Law of the State of Delaware, as amended
and supplemented from time to time, or any successor thereto (the
“DGCL”).


Section
2.  Annual
Meetings


.  The
Annual Meeting of Stockholders for the election of directors shall be held on
such date and at such time as shall be designated from time to time by the Board
of Directors.  Any other proper business may be transacted at the
Annual Meeting of Stockholders.


Section
3.  Special
Meetings


.  Unless
otherwise required by law or by the certificate of incorporation of the
Corporation, as amended and restated from time to time (the “Certificate of
Incorporation”), Special Meetings of Stockholders, for any purpose or purposes,
may be called by either the Chairman of the Board of Directors, if there be one,
or the Chief Executive Officer and shall be called by any officer at the request
in writing of (i) the Board of Directors or (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings.  Such
request shall state the purpose or purposes of the proposed
meeting.  At a Special Meeting of Stockholders, only such business
shall be conducted as shall be specified in the notice of meeting (or any
supplement thereto).  The ability of the stockholders to call a
Special Meeting of Stockholders is hereby specifically denied.


Section
4.  Notice


.  Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given that shall state the place, if any,
date, and hour of the meeting, the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, and, in the case of a Special Meeting, the purpose or
purposes for which the meeting is called.  Unless otherwise required
by law, written notice of any meeting shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each stockholder
entitled to notice of and to vote at such meeting.


Section
5.  Nature of Business at
Meetings of Stockholders


.  No
business may be transacted at an Annual Meeting of Stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the Annual Meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or (c) otherwise properly brought before the
Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 5
and on the record date for the determination of stockholders entitled to notice
of and to vote at such Annual Meeting and (ii) who complies with the notice
procedures set forth in this Section 5.


In
addition to any other applicable requirements, for business to be properly
brought before an Annual Meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.


To be
timely, a stockholder’s notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
ninety (90) days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding Annual Meeting of Stockholders;
provided, however, that in the
event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure of the date of the Annual
Meeting was made, whichever first occurs.


To be in
proper written form, a stockholder’s notice to the Secretary must set forth as
to each matter such stockholder proposes to bring before the Annual Meeting (i)
a brief description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting, (ii)
the name and record address of such stockholder, (iii) the class or series and
number of shares of capital stock of the Corporation that are owned beneficially
or of record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business, and
(v) a representation that such stockholder intends to appear in person or by
proxy at the Annual Meeting to bring such business before the
meeting.


No
business shall be conducted at the Annual Meeting of Stockholders except
business brought before the Annual Meeting in accordance with the procedures set
forth in this Section 5; provided, however, that, once
business has been properly brought before the Annual Meeting in accordance with
such procedures, nothing in this Section 5 shall be deemed to preclude
discussion by any stockholder of any such business.  If the chairman
of an Annual Meeting determines that business was not properly brought before
the Annual Meeting in accordance with the foregoing procedures, the chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.


Section
6.  Adjournments


.  Any
meeting of the stockholders may be adjourned from time to time to reconvene at
the same or some other place, and notice need not be given of any such adjourned
meeting if the time and place, if any, thereof and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting,
the Corporation may transact any business that might have been transacted at the
original meeting.  If the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting in accordance with the requirements of
Section 4 hereof shall be given to each stockholder of record entitled to notice
of and to vote at the meeting.


Section
7.  Consent of Stockholders in
Lieu of Meeting


.  No
stockholder action required to be taken or that may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in writing without a meeting
to the taking of any action is specifically denied.


Section
8.  Quorum


.  Unless
otherwise required by applicable law or the Certificate of Incorporation, the
holders of a majority of the Corporation’s capital stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business.  A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum.  If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
in the manner provided in Section 6 hereof, until a quorum shall be present or
represented.


Section
9.  Voting


.  Unless
otherwise required by law, the Certificate of Incorporation or these Amended and
Restated By-Laws (the “By-Laws”) or the rules of any stock exchange on which the
Company's shares are listed and traded, any question brought before any meeting
of the stockholders, other than the election of directors, shall be decided by
the vote of the holders of a majority of the total number of votes of the
Corporation’s capital stock represented and entitled to vote on such question,
voting as a single class.  Unless otherwise provided in the
Certificate of Incorporation, and subject to Section 12 of this Article II, each
stockholder represented at a meeting of the stockholders shall be entitled to
cast one (1) vote for each share of the capital stock entitled to vote thereat
held by such stockholder.  Such votes may be cast in person or by
proxy as provided in Section 10 of this Article II.  The Board of
Directors, in its discretion, or the officer of the Corporation presiding at a
meeting of the stockholders, in such officer’s discretion, may require that any
votes cast at such meeting be cast by written ballot.


Section
10.  Proxies


.  Each
stockholder entitled to vote at a meeting of the stockholders may authorize
another person or persons to act for such stockholder as proxy, but no such
proxy shall be voted upon after three years from its date, unless such proxy
specifically provides for a longer period of time with a termination date
specified therein.  Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by
law.  Without limiting the manner in which a stockholder may authorize
another person or persons to act for such stockholder as proxy, the following
shall constitute a valid means by which a stockholder may grant such
authority:


(i)  A
stockholder may execute a writing authorizing another person or persons to act
for such stockholder as proxy.  Execution may be accomplished by the
stockholder or such stockholder’s authorized officer's, director's, employee's,
or agent's signing such writing or causing such person’s signature to be affixed
to such writing by any reasonable means, including, but not limited to, by
facsimile signature.


(ii)  A
stockholder may authorize another person or persons to act for such stockholder
as proxy by transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization, or like agent duly authorized by the person who will be the holder
of the proxy to receive such transmission, provided that any such telegram,
cablegram, or other means of electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram, or other electronic transmission was authorized by the
stockholder.  If it is determined that such telegrams, cablegrams, or
other electronic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making that determination shall specify the
information on which they relied.


Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission authorizing another person or persons to act as proxy for a
stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used; provided, however, that such
copy, facsimile telecommunication, or other reproduction shall be a complete
reproduction of the entire original writing or transmission.


Section
11.  List of Stockholders
Entitled to Vote


.  The
officer of the Corporation who has charge of the stock ledger of the Corporation
shall, either directly or through another officer of the Corporation designated
by such officer or through a transfer agent appointed by the Board of Directors,
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting (i) either at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held or (ii) during ordinary business hours, at the
principal place of business of the Corporation.  The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.  If
the meeting is to be held solely by means of remote communication, then the list
shall also be open to the examination of any stockholder during the whole time
of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting.


Section
12.  Record
Date


.  In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of the stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting.  If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of the stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.  A determination
of stockholders of record entitled to notice of or to vote at a meeting of the
stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.


Section
13.  Stock
Ledger


.  The
stock ledger of the Corporation shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
11 of this Article II, or the books of the Corporation or to vote in person or
by proxy at any meeting of the stockholders.


Section
14.  Conduct of
Meetings


.  The
Board of Directors of the Corporation may adopt by resolution such rules and
regulations for the conduct of any meeting of the stockholders as it shall deem
appropriate.  Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chairman of any meeting of
the stockholders shall have the right and authority to prescribe such rules,
regulations, and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting.  Such
rules, regulations, or procedures, whether adopted by the Board of Directors or
prescribed by the 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 time allotted to questions or comments by
participants.


Section
15.  Inspectors of
Election


.  In
advance of any meeting of the stockholders, the Board of Directors, by
resolution, the Chairman, the Chief Executive Officer, or the President shall
appoint one or more inspectors to act at the meeting and make a written report
thereof.  One or more other persons may be designated as alternate
inspectors to replace any inspector who fails to act.  If no inspector
or alternate is able to act at a meeting of the stockholders, the chairman of
the meeting shall appoint one or more inspectors to act at the
meeting.  Unless otherwise required by applicable law, inspectors may
be officers, employees, or agents of the Corporation.  Each inspector,
before entering upon the discharge of the duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of such inspector’s
ability.  The inspector shall have the duties prescribed by law and
shall take charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by applicable law.




ARTICLE
III













DIRECTORS




Section
1.  Number, Election, and Term
of Directors


.  The
Board of Directors shall consist of not less than three (3) nor more than
thirteen (13) members, the exact number of which shall be fixed from time to
time by the Board of Directors pursuant to a resolution adopted by a majority of
Directors then in office.  Except as provided in Section 3 of this
Article III, directors shall be elected to fill the board seats of directors
whose terms expire at each Annual Meeting of Stockholders by a plurality of the
votes cast at such meeting.  Directors need not be
stockholders.


The
directors shall be divided into three classes, designated Class I, Class II, and
Class III.  Each class shall consist, as nearly as may be possible, of
one third of the total number of directors constituting the entire Board of
Directors.  The initial division of the Board of Directors into
classes shall be made by the decision of the affirmative vote of a majority of
the entire Board of Directors.  The term of the initial Class I
directors shall terminate on the date of the 2007 Annual Meeting; the term of
the initial Class II directors shall terminate on the date of the 2008 Annual
Meeting; and the term of the initial Class III directors shall terminate on the
date of the 2009 Annual Meeting.  At each Annual Meeting of
Stockholders beginning in 2007, successors to the class of directors whose term
expires at that Annual Meeting shall be elected for a three year term and until
their successors are duly elected and qualified.  If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class or from the removal from office, death,
disability, resignation, or disqualification of a director or other cause shall
hold office for a term that shall coincide with the remaining term of that
class, but in no case will a decrease in the number of directors have the effect
of removing or shortening the term of any incumbent director.





Section
2.  Nomination of
Directors


.  Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation, except as may be
otherwise provided in the Certificate of Incorporation with respect to the right
of holders of preferred stock of the Corporation to nominate and elect a
specified number of directors in certain circumstances.  Nominations
of persons for election to the Board of Directors may be made at any Annual
Meeting of Stockholders, or at any Special Meeting of Stockholders called for
the purpose of electing directors, (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 2 and on the record date for the
determination of stockholders entitled to notice of and to vote at such meeting
and (ii) who complies with the notice procedures set forth in this Section
2.


In
addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.


To be
timely, a stockholder’s notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation (a) in the
case of an Annual Meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary date of the immediately
preceding Annual Meeting of Stockholders; provided, however, that in the
event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure of the date of the Annual
Meeting was made, whichever first occurs; and (b) in the case of a Special
Meeting of Stockholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) day following the day on which
notice of the date of the Special Meeting was mailed or public disclosure of the
date of the Special Meeting was made, whichever first occurs.


To be in
proper written form, a stockholder’s notice to the Secretary must set forth (a)
as to each person whom the stockholder proposes to nominate for election as a
director (i) the name, age, business address, and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the Corporation that
are owned beneficially or of record by the person, and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation that are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice, and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder.  Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.


No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 2.  If the
chairman of the meeting determines that a nomination was not made in accordance
with the foregoing procedures, the chairman shall declare to the meeting that
the nomination was defective and such defective nomination shall be
disregarded.


Section
3.  Vacancies


.  Unless
otherwise required by law or the Certificate of Incorporation, vacancies on the
Board of Directors or any committee thereof arising through death, resignation,
removal, an increase in the number of directors constituting the Board of
Directors or such committee, or otherwise may be filled only by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director.  Any director so chosen shall, in the case of the Board of
Directors, hold office for a term that shall coincide with the remaining term of
the class of directors to which such director is appointed and until such
director's successor is duly elected and qualified, or until such director's
earlier death, resignation, or removal and, in the case of any committee of the
Board of Directors, shall hold office until such director's successor is duly
appointed by the Board of Directors or until such director's earlier death,
resignation, or removal.  If there are no directors in office, then an
election of directors may be held in the manner provided by the
DGCL.


Section
4.  Duties and
Powers


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


Section
5.  Meetings


.  The
Board of Directors and any committee thereof may hold meetings, both regular and
special, either within or without the State of Delaware.  Regular
meetings of the Board of Directors and any committee thereof may be held without
notice at such time and at such place as may from time to time be determined by
the Board of Directors.  Special meetings of the Board of Directors
may be called by the Chairman, if there be one, the President, or by any two
directors.  Special meetings of any committee of the Board of
Directors may be called by the Chairman of such committee, if there be one, the
President, or any director serving on such committee.  Notice thereof
stating the place, date, and hour of the meeting shall be given to each director
(or, in the case of a committee, to each director that is a member of such
committee) either personally, by mail, internationally recognized overnight
courier, telephone, telegram, telex, cable, or electronic transmission, with any
delivery fee thereof prepaid, not less than twenty-four (24) hours before the
date of the meeting.


Section
6.  Organization


.  At
each meeting of the Board of Directors or any committee thereof, the Chairman of
the Board of Directors or the Chairman of such committee, as the case may be,
or, in his or her absence or if there is none, a director chosen by a majority
of the directors present shall act as chairman.  Except as provided
below, the Secretary of the Corporation shall act as secretary at each meeting
of the Board of Directors and of each committee thereof.  In case the
Secretary shall be absent from any meeting of the Board of Directors or of any
committee thereof, an Assistant Secretary shall perform the duties of secretary
at such meeting; and, in the absence from any such meeting of the Secretary and
all the Assistant Secretaries, the chairman of the meeting may appoint any
person to act as secretary of the meeting.  Notwithstanding the
foregoing, the members of each committee of the Board of Directors may appoint
any person to act as secretary of any meeting of such committee, and the
Secretary or any Assistant Secretary of the Corporation may, but need not if
such committee so elects, serve in such capacity.


Section
7.  Resignations and Removals of
Directors


.  Any
director of the Corporation may resign from the Board of Directors or any
committee thereof at any time, by giving notice in writing to the Chairman of
the Board of Directors, the Chief Executive Officer, the President, or the
Secretary of the Corporation or, in the case of a committee, to the Chairman of
such committee, if there be one.  Such resignation shall take effect
at the time therein specified or, if no time is specified, immediately; and,
unless otherwise specified in such notice, the acceptance of such resignation
shall not be necessary to make it effective.  Except as otherwise
required by applicable law and subject to the rights, if any, of the holders of
shares of preferred stock then outstanding, any director or the entire Board of
Directors may be removed from office at any time, but only for cause, and only
by the affirmative vote of the holders of at least a majority of the voting
power of the issued and outstanding capital stock of the Corporation entitled to
vote in the election of directors.  Any director serving on a
committee of the Board of Directors may be removed from such committee at any
time by the Board of Directors.


Section
8.  Quorum


.  Except
as otherwise required by law or the Certificate of Incorporation, at all
meetings of the Board of Directors or any committee thereof, a majority of the
entire Board of Directors or a majority of the directors constituting such
committee, as the case may be, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors or such
committee, as applicable.  If a quorum shall not be present at any
meeting of the Board of Directors or any committee thereof, the directors
present thereat may adjourn the meeting from time to time, provided that notice
of the time and place of the adjourned meeting be sent to the absent directors
in accordance with these By-laws, until a quorum shall be present.


Section
9.  Meetings by Means of
Conference Telephone


.  Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the Board of Directors, or any committee thereof, shall have the right to
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.


Section
10.  Committees


.  The
Board of Directors may designate one or more committees, each committee to
consist of one or more directors of the Corporation.  Each member of a
committee must meet the requirements for membership, if any, imposed by
applicable law and the rules and regulations of any securities exchange or
quotation system on which the securities of the Corporation are listed or quoted
for trading.  The Board of Directors may designate as alternate
members of any committee one or more directors who may replace any absent or
disqualified member at any meeting of any such committee.  Subject to
the rules and regulations of any securities exchange or quotation system on
which the securities of the Corporation are listed or quoted for trading, in the
absence or disqualification of a member of a committee and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, an alternate member shall be designated by the
Board of Directors to replace the absent or disqualified member.  Any
committee, to the extent permitted by law and provided in the resolution
establishing such committee, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers that may require it.  Each committee shall keep
regular minutes and report to the Board of Directors when
required.  Notwithstanding anything to the contrary contained in this
Article III, the resolution establishing any committee of the Board of Directors
or the charter of any such committee may establish requirements or procedures
relating to the governance or operation of such committee that are different
from, or in addition to, those set forth in these By-Laws and, to the extent
that there is any inconsistency between these By-Laws and any such resolution or
charter, the terms of such resolution or charter shall be
controlling.


Section
11.  Compensation


.  The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors and a stated compensation for service as
director, payable, in each case, in cash or securities and in such amount as
determined by the Board of Directors.  No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees may
be allowed like compensation for service as committee members.


Section
12.  Interested
Directors


.  No
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof that authorizes the contract or transaction, or solely because any such
director’s or officer’s vote is counted for such purpose if: (i) the material
facts as to the director’s or officer’s relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director’s or officer’s
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved, or ratified by the Board of Directors, a
committee thereof, or the stockholders.  Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee that authorizes the contract or
transaction.




ARTICLE
IV













OFFICERS




Section
1.  General


.  The
officers of the Corporation shall be chosen by the Board of Directors and shall
be a President, a Secretary, and a Treasurer.  The Board of Directors,
in its discretion, also may choose a Chairman of the Board of Directors (who
must be a director), a Chief Executive Officer, and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and other officers.  Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate of Incorporation, or these By-Laws.  The officers
of the Corporation need not be stockholders of the Corporation nor, except in
the case of the Chairman of the Board of Directors, need such officers be
directors of the Corporation.


Section
2.  Election or
Appointment


.  The
Board of Directors, at its first meeting held after each Annual Meeting of
Stockholders, shall elect or appoint the officers of the Corporation who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors;
and each officer of the Corporation shall hold office until such officer’s
successor is elected or appointed and qualified, or until such officer’s earlier
death, resignation, or removal.  Any officer elected or appointed by
the Board of Directors may be removed at any time by an affirmative vote of a
majority of the Board of Directors.  Any vacancy occurring in any
office of the Corporation shall be filled by the Board of
Directors.  The salaries of all officers of the Corporation shall be
fixed by the Board of Directors or a duly authorized committee
thereof.


Section
3.  Voting Securities Owned by
the Corporation


.  Powers
of attorney, proxies, waivers of notice of meeting, consents, and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the Chief Executive Officer, the
President, or any Vice President or any other officer authorized to do so by the
Board of Directors, and any such officer may, in the name of and on behalf of
the Corporation, take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security holders of any corporation
in which the Corporation may own securities and at any such meeting shall
possess and may exercise any and all rights and power incident to the ownership
of such securities that, as the owner thereof, the Corporation might have
exercised and possessed if present.  The Board of Directors may, by
resolution, from time to time confer like powers upon any other person or
persons.


Section
4.  Chairman of the Board of
Directors


.  The
Chairman of the Board of Directors, if there be one, shall preside at all
meetings of the stockholders and of the Board of Directors at which he is
present.  The Chairman of the Board of Directors shall also perform
such other duties and may exercise such other powers as from time to time may be
assigned to him by these By-Laws or by the Board of Directors.


Section
5.  Chief Executive
Officer


.  The
Chief Executive Officer shall be the chief executive officer of the Corporation
and shall, subject to the control of the Board of Directors and, if there be
one, the Chairman of the Board of Directors, have general supervision of the
business and affairs of the Corporation and of its several officers, other than
the Chairman, and shall see that all orders and resolutions of the Board of
Directors are carried into effect.  The Chief Executive Officer shall
have the power to execute, by and on behalf of the Corporation, all deeds,
mortgages, bonds, contracts, or other agreements and instruments, except in
cases in which the signing and execution thereof shall be expressly delegated by
the Board of Directors or these By-Laws to some other officer or agent of the
Corporation or shall be required by law to be otherwise signed or
executed.  In the absence or disability of the Chairman of the Board
of Directors, or if there be none, the Chief Executive Officer shall preside at
all meetings of the stockholders and, provided the Chief Executive Officer is
also a director, at all meetings of the Board of Directors.  The Chief
Executive Officer shall also perform such other duties and may exercise such
other powers as may from time to time be assigned to such officer by these
By-Laws or by the Board of Directors.


Section
6.  President


.  The
President shall, subject to the control of the Board of Directors, the Chairman
of the Board of Directors, if there be one, and the Chief Executive Officer, if
there be one, have general supervision of the business and affairs of the
Corporation.  The President shall have the power to execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except when required or permitted by law to
be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors, or the Chief Executive Officer.  In general,
the President shall perform all duties incident to the office of President and
such other duties as from time to time may be prescribed by the Board of
Directors, the Chairman of the Board of Directors, or the Chief Executive
Officer.  In the absence or disability of the Chairman of the Board of
Directors and the Chief Executive Officer, or if there be none, the President
shall preside at all meetings of the stockholders and, provided the President is
also a director, at all meetings of the Board of Directors.  If there
be no Chief Executive Officer, the Board of Directors shall designate the
President in the absence of the Chief Executive Officer, or in the event of the
inability or refusal of the Chief Executive Officer to act, to perform the
duties of the Chief Executive Officer and, when so acting, the President shall
have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer.


Section
7.  Vice
Presidents


.  At
the request of the Chief Executive Officer, if there be one, or the President,
or in the President’s absence, or in the event of the President’s inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents (any of which may be designated as Senior Vice
Presidents by the Board of Directors), if there are more than one (in the order
designated by the Board of Directors), shall perform the duties of the President
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.  Each Vice President shall have the
power to execute, by and on behalf of the Corporation, deeds, mortgages, bonds,
contracts, or other agreements and instruments, except in cases in which the
signing and execution thereof shall be expressly delegated by the Board of
Directors or these By-Laws to some other officer of the Corporation or shall be
required by law to be otherwise signed or executed.  Each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, or the President from time to
time may prescribe.  If there be no Chairman of the Board of
Directors, no Chief Executive Officer, and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President and, when so acting, shall have
all the powers of and be subject to all the restrictions upon the
President.


Section
8.  Secretary


.  The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings thereat in a book or books to
be kept for that purpose; the Secretary shall also perform like duties for
committees of the Board of Directors when required.  The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors and shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board of
Directors, the Chief Executive Officer, or the President, under whose
supervision the Secretary shall be.  If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors, the Chief Executive Officer, or
the President may choose another officer to cause such notice to be
given.  The Secretary shall have custody of the seal of the
Corporation, and the Secretary or any Assistant Secretary, if there be one,
shall have authority to affix the same to any instrument requiring it, and, when
so affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary.  The Board of Directors may
give general authority to any other officer to affix the seal of the Corporation
and to attest to the affixing by such officer’s signature.  The
Secretary shall see that all books, reports, statements, certificates, and other
documents and records required by law to be kept or filed are properly kept or
filed, as the case may be.


Section
9.  Treasurer


.  The
Treasurer shall have the custody of the corporate funds and securities, and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.  The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer, the President, and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
transactions as Treasurer and of the financial condition of the
Corporation.  If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer’s death, resignation, retirement, or
removal from office, of all books, papers, vouchers, money, and other property
of whatever kind in the Treasurer’s possession or under the Treasurer’s control
belonging to the Corporation.


Section
10.  Assistant
Secretaries


.  Assistant
Secretaries, if there be any, shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors, the Chief
Executive Officer, the President, any Vice President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of the
Secretary’s inability or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.


Section
11.  Assistant
Treasurers


.  Assistant
Treasurers, if there be any, shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors, the Chief
Executive Officer, the President, any Vice President, if there be one, or the
Treasurer, and in the absence of the Treasurer or in the event of the
Treasurer’s inability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer.  If required by the Board of
Directors, an Assistant Treasurer shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of Assistant
Treasurer and for the restoration to the Corporation, in case of the Assistant
Treasurer’s death, resignation, retirement, or removal from office, of all
books, papers, vouchers, money, and other property of whatever kind in the
Assistant Treasurer’s possession or under the Assistant Treasurer’s control
belonging to the Corporation.


Section
12.  Other
Officers


.  Such
other officers as the Board of Directors may choose shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors.  The Board of Directors may delegate to any other
officer of the Corporation the power to choose such other officers and to
prescribe their respective duties, compensation, and powers.




ARTICLE
V













STOCK




Section
1.  S


hares of
Stock.  The shares of capital stock of the Corporation shall be
represented by a certificate, unless and until the Board of Directors of the
Corporation adopts a resolution permitting shares to be uncertificated.
Notwithstanding the adoption of any such resolution providing for uncertificated
shares, every holder of capital stock of the Corporation theretofore represented
by certificates and, upon request, every holder of uncertificated shares, shall
be entitled to have a certificate for shares of capital stock of the Corporation
signed by, or in the name of the Corporation by (i) the Chairman of the Board of
Directors, or the President, or a Vice President and (ii) the Treasurer or an
Assistant Treasurer, or the Secretary, or an Assistant Secretary of the
Corporation, certifying the number of shares owned by such stockholder in the
Corporation.


Section
2.  Signatures


.  Any
or all of the signatures on a certificate may be a facsimile.  In case
any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.


Section
3.  Lost
Certificates


. The
Board of Directors may direct a new certificate or uncertificated shares to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or
uncertificated shares, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or such owner's legal representative, to
advertise the same in such manner as the Board of Directors shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation on account of the alleged
loss, theft or destruction of such certificate or the issuance of such new
certificate or uncertificated shares.


Section
4.  Transfers


.  Stock
of the Corporation shall be transferable in the manner prescribed by applicable
law and in these By-Laws.  Transfers of stock shall be made on the
books of the Corporation, and in the case of certificated shares of stock, only
by the person named in the certificate or by such person's attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer and payment of all necessary transfer taxes; or,
in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such person's
attorney lawfully constituted in writing, and upon payment of all necessary
transfer taxes and compliance with appropriate procedures for transferring
shares in uncertificated form; provided, however, that such surrender and
endorsement, compliance or payment of taxes shall not be required in any case in
which the officers of the Corporation shall determine to waive such
requirement.  With respect to certificated shares of stock, every
certificate exchanged, returned or surrendered to the Corporation shall be
marked "Cancelled," with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof.  No
transfer of stock shall be valid as against the Corporation for any purpose
until it shall have been entered in the stock records of the Corporation by an
entry showing from and to whom transferred.


Section
5.  Dividend Record
Date


.  In
order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating
thereto.


Section
6.  Record
Owners


.  The
Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise required by law.


Section
7.  Transfer and Registry
Agents


.  The
Corporation may from time to time maintain one or more transfer offices or
agencies and registry offices or agencies at such place or places as may be
determined from time to time by the Board of Directors.




ARTICLE
VI













NOTICES




Section
1.  Notices


.  Whenever
written notice is required by law, the Certificate of Incorporation, or these
By-Laws, to be given to any director, member of a committee, or stockholder,
such notice may be given by mail or via an internationally recognized overnight
courier, addressed to such director, member of a committee or stockholder, at
such person’s address as it appears on the records of the Corporation, with any
postage or delivery fee thereon prepaid, and such notice shall be deemed to be
given three Business Days (as defined below) after the same shall be deposited
in the United States mail and one Business Day after deposit with such courier,
except as otherwise provided by law or by these By-Laws.  “Business
Day” shall mean any day other than a Saturday or Sunday, or any day on which
commercial banking institutions in the City of New York are authorized by law to
be closed.  Without limiting the manner by which notice otherwise may
be given effectively to stockholders, any notice to stockholders given by the
Corporation under applicable law, the Certificate of Incorporation, or these
By-Laws shall be effective if given by a form of electronic transmission if
consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the Corporation. Any
such consent shall be deemed to be revoked if (i) the Corporation is unable to
deliver by electronic transmission two (2) consecutive notices by the
Corporation in accordance with such consent and (ii) such inability becomes
known to the Secretary or Assistant Secretary of the Corporation or to the
transfer agent, or other person responsible for the giving of notice; provided, however, that the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action. Notice given by electronic transmission, as
described above, shall be deemed given: (i) if by facsimile telecommunication,
when directed to a number at which the stockholder has consented to receive
notice; (ii) if by electronic mail, when directed to an electronic mail address
at which the stockholder has consented to receive notice; (iii) if by a posting
on an electronic network, together with separate notice to the stockholder of
such specific posting, upon the later of (A) such posting and (B) the giving of
such separate notice; and (iv) if by any other form of electronic transmission,
when directed to the stockholder.  Notice to directors or committee
members may be given personally or by telegram, telex, cable, or by means of
electronic transmission.  Written notice to stockholders may also be
given personally or by telegram, telex, or cable.


Section
2.  Waivers of
Notice


.  Whenever
any notice is required by applicable law, the Certificate of Incorporation, or
these By-Laws, to be given to any director, member of a committee, or
stockholder, a waiver thereof in writing, signed by the person or persons
entitled to notice and transmitted by mail, telegraph, telex, cable, facsimile,
or electronic transmission by the person or persons entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.  Attendance of a person at a meeting, present in person or
represented by proxy, shall constitute a waiver of notice of such meeting,
except when the person attends the meeting for the express purpose of objecting
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to
be transacted at, nor the purpose of, any Annual or Special Meeting of
Stockholders or any regular or special meeting of the directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by law, the Certificate of Incorporation, or these
By-Laws.




ARTICLE
VII













GENERAL
PROVISIONS




Section
1.  Dividends


.  Dividends
upon the capital stock of the Corporation, subject to the requirements of the
DGCL and the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting of the
Board of Directors (or any action by written consent in lieu thereof in
accordance with the DGCL), and may be paid in cash, in property, or in shares of
the Corporation’s capital stock.  Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for purchasing any of the shares of capital stock, warrants,
rights, options, bonds, debentures, notes, scrip, or other securities or
evidences of indebtedness of the Corporation, or for priority dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such
reserve.


Section
2.  Disbursements


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


Section
3.  Fiscal
Year


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


Section
4.  Corporate
Seal


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




ARTICLE
VIII













INDEMNIFICATION




Section
1.  Power to Indemnify in
Actions, Suits or Proceedings other than Those by or in the Right of the
Corporation


.  Subject
to Section 3 of this Article VIII, the Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, 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 such person is or was a director or
officer of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, limited liability company,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys’ fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit, or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person’s conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, 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 such person reasonably 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 that such person’s conduct was
unlawful.


Section
2.  Power to Indemnify in
Actions, Suits or Proceedings by or in the Right of the
Corporation


.  Subject
to Section 3 of this Article VIII, the Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director or officer of the Corporation, or is or was a director or officer of
the Corporation serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, limited liability company,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation; 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 the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.


Section
3.  Authorization of
Indemnification


.  Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.  Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (i) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by a majority vote of such directors, even though less than
a quorum, or (iii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (iv) by the
stockholders.  Such determination shall be made, with respect to
former directors and officers, by any person or persons having the authority to
act on the matter on behalf of the Corporation.  To the extent,
however, that a present or former director or officer of the Corporation has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding described above, or in defense of any claim, issue, or matter
therein, such person shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection therewith,
without the necessity of authorization in the specific case.


Section
4.  Good Faith
Defined


.  For
purposes of any determination under Section 3 of this Article VIII, a person
shall be deemed to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe such person’s conduct was unlawful, if such
person’s action is based on the records or books of account of the Corporation
or another enterprise, or on information supplied to such person by the officers
of the Corporation or another enterprise in the course of their duties, or on
the advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise.  The provisions of this Section 4 shall not be deemed to
be exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be.


Section
5.  Indemnification by a
Court


.  Notwithstanding
any contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII.  The basis of such indemnification by a court
shall be a determination by such court that indemnification of the director or
officer is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VIII, as the case may be.  Neither a contrary determination in
the specific case under Section 3 of this Article VIII nor the absence of any
determination thereunder shall be a defense to such application or create a
presumption that the director or officer seeking indemnification has not met any
applicable standard of conduct.  Notice of any application for
indemnification pursuant to this Section 5 shall be given to the Corporation
promptly upon the filing of such application.  If successful, in whole
or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.


Section
6.  Expenses Payable in
Advance


.  Expenses
(including attorneys’ fees) incurred by a director or officer 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 director or officer 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 former directors and officers may be so paid upon
such terms and conditions, if any, as the Corporation deems
appropriate.


Section
7.  Nonexclusivity of
Indemnification and Advancement of Expenses


.  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, these By-Laws, any statute, agreement, vote of
stockholders or disinterested directors, pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction 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 Section 1 and Section 2 of 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 Section 1 or Section 2 of this Article VIII but
whom the Corporation has the power or obligation to indemnify under the
provisions of the DGCL, or otherwise.


Section
8.  Insurance


.  The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director or officer of the Corporation, or is or was a director or
officer of the Corporation serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, limited liability
company, partnership, joint venture, trust, or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person’s status as such, whether or not the
Corporation would have the power or the obligation to indemnify such person
against such liability under the provisions of this Article VIII.


Section
9.  Certain
Definitions


.  For
purposes of this Article VIII, references to “the Corporation” shall include, in
addition to the resulting corporation, any constituent entity (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 or officers, so that any person who is or was a director
or officer of such constituent corporation, or is or was a director or officer
of such constituent corporation serving at the request of such constituent
corporation as a director, officer, employee, or agent of another corporation,
limited liability company, partnership, joint venture, trust, or other
enterprise, shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.  The term “another enterprise” as used in
this Article VIII shall mean any other corporation or any partnership, joint
venture, limited liability company, trust, employee benefit plan, or other
enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee, or agent.  For purposes
of this Article VIII, references to “fines” shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
“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 or officer with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner such person 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 VIII.


Section
10.  Survival of Indemnification
and Advancement of Expenses


.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.


Section
11.  Limitation on
Indemnification


.  Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his heirs, executors, or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the
Corporation.


Section
12.  Indemnification of Employees
and Agents


.  The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.




ARTICLE
IX













AMENDMENTS




Section
1.  Amendments


.  These
By-Laws may be altered, amended, or repealed, in whole or in part, or new
By-Laws may be adopted by the Board of Directors or by the stockholders; provided, however, that, in the
case of amendments by stockholders, notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such meeting of
the stockholders.  All such alterations, amendments, or repeals must
be approved by a majority of the entire Board of Directors then in office or by
an affirmative vote of the holders of a majority of the outstanding shares of
capital stock entitled to vote thereon, as the case may be, except that, in the
case of such alterations, amendments, or repeals approved by stockholders, any
amendment of (i) Sections 2, 3, 5, 7 and 8 of Article II, (ii) Sections 1, 2,
and 3 of Article III, and (iii) Article VIII shall require the affirmative vote
of the holders of at least sixty-six and two-thirds percent (66.67%) of the
outstanding shares of capital stock entitled to vote thereon.


Section
2.  Entire Board of
Directors


.  As
used in this Article IX and in these By-Laws generally, the term “entire Board
of Directors” means the total number of directors that the Corporation would
have if there were no vacancies.


* *
*


Adopted
as of: June
2,
2006.


Last
Amended as of: December 11, 2007