**Exhibit 3.1**

**PFIZER INC.  By-laws**

***As Amended June 25, 2008***

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**TABLE OF CONTENTS**

                                                                                                                                                                                                   **   Page**

| **ARTICLE I - STOCKHOLDERS' MEETING**              | ** 1**                                                                |
|----------------------------------------------------|----------------------------------------------------------------------------|
| 1.                                                 |   Place of Meeting                                               |  1 |
| 2.                                                 |   Annual Meeting                                                 |  1 |
| 3.                                                 |   Quorum                                                         |  1 |
| 4.                                                 |   Adjournments                                                   |  1 |
| 5.                                                 |   Voting; Proxies                                                |  1 |
| 6.                                                 |   Notice                                                         |  2 |
| 7.                                                 |   Inspectors of Election                                         |  2 |
| 8.                                                 |   Stock List                                                     |  3 |
| 9.                                                 |   Special Meetings                                               |  3 |
| 10.                                                |   Organization                                                   |  3 |
| 11.                                                |   Conduct of Meetings                                            |  3 |
| 12.                                                |   Fixing Date for Determination of Stockholders      of Record   |  4 |
| 13.                                                |   Notice of Stockholder Proposal                                 |  4 |
| 14.                                                |   Compliance with Procedures                                          |  5 |
|                                               |
| **ARTICLE II - DIRECTORS**                         | ** 6**                                                                |
| 1.                                                 |   Number; Election; Term                                         |  6 |
| 2.                                                 |   Place of Meetings, Records                                     |  6 |
| 3.                                                 |   Vacancies                                                      |  6 |
| 4.                                                 |   Organizational Meeting                                         |  6 |
| 5.                                                 |   Regular Meetings                                               |  7 |
| 6.                                                 |   Special Meetings                                               |  7 |
| 7.                                                 |   Quorum                                                         |  7 |
| 8.                                                 |   Executive Committee                                            |  7 |
| 9.                                                 |   Additional Committees                                          |  7 |
| 10.                                                |   Presence at Meeting                                            |  8 |
| 11.                                                |   Action Without Meetings                                        |  8 |
| 12.                                                |   Eligibility to Make Nominations                                |  8 |
| 13.                                                |   Procedure for Nominations by Stockholders                      |  8 |
| 14.                                                |   Compliance with Procedures                                     | 10 |
| 15.                                                |   Submission of Questionnaire; Representation and      Agreement | 10 |
|                                               |
| **ARTICLE III - OFFICERS**                         | **11**                                                                     |
| 1.                                                 |   Election; Term of Office; Appointments                         | 11 |
| 2.                                                 |   Removal and Resignation                                        | 11 |
| 3.                                                 |   Chair of the Board                                             | 11 |
| 4.                                                 |   President                                                      | 11 |
| 5.                                                 |   Vice Presidents                                                | 11 |
| 6.                                                 |   Secretary                                                      | 11 |
| 7.                                                 |   Treasurer                                                      | 12 |
| 8.                                                 |   Controller                                                     | 12 |
|                                               |                                                                       |   |
| **ARTICLE IV - STOCK**                             | **12**                                                                     |
| 1.                                                 |   Stock                                                          | 12 |
| 2.                                                 |   Lost Certificates                                              | 12 |
| 3.                                                 |   Transfers of Stock                                             | 13 |
| 4.                                                 |   Holder of Record                                               | 13 |
|                                                    |
| **ARTICLE V - INDEMNIFICATION AND      SEVERANCE** | **13**                                                                     |
| 1.                                                 |   Right to Indemnification                                       | 13 |
| 2.                                                 |   Prepayment of Expenses                                         | 13 |
| 3.                                                 |   Claims                                                         | 14 |
| 4.                                                 |   Nonexclusivity of Rights                                       | 14 |
| 5.                                                 |   Other Indemnification                                          | 14 |
| 6.                                                 |   Amendment or Repeal                                            | 14 |
| 7.                                                 |   Severance                                                      | 14 |
|                                               |                                                                       |   |
| **ARTICLE VI - MISCELLANEOUS**                     | **15**                                                                     |
| 1.                                                 |   Delaware Office                                                | 15 |
| 2.                                                 |   Other Offices                                                  | 15 |
| 3.                                                 |   Seal                                                           | 15 |
| 4.                                                 |   Notice                                                         | 15 |
| 5.                                                 |   Amendments                                                     | 15 |
| 6.                                                 |   Form of Records                                                | 15 |
| 7.                                                 |   Checks                                                         | 15 |
| 8.                                                 |   Fiscal Year                                                    | 15 |

 

  

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**BY-LAWS OF PFIZER INC****AS AMENDED JUNE 25, 2008**

 

**Article I**

**Stockholders' Meeting.**

**1. **     **Place of Meeting**. Meetings of  the stockholders shall be held at the registered office of the Corporation in  Delaware, or at such other place within or without the State of Delaware as  may be designated by the Board of Directors or the stockholders.**2.**      **Annual Meeting**. The annual meeting  of the stockholders shall be held on such date and at such time and place as  the Board of Directors may designate. The date, place and time of the annual  meeting shall be stated in the notice of such meeting delivered to or mailed  to stockholders. At such annual meeting the stockholders shall elect directors,  in accordance with the requirements of the Certificate of Incorporation, and  transact such other business as may properly be brought before the meeting.**3.**      **Quorum**. The holders of stock  representing a majority of the voting power of all shares of stock issued and  outstanding and entitled to vote, present in person or by proxy, shall be requisite  for and shall constitute a quorum of all meetings of the stockholders, except  as otherwise provided by law, by the Certificate of Incorporation or by these  By-laws. If a quorum shall not be present at any meeting of the stockholders,  the stockholders present in person or by proxy and entitled to vote shall, by  the vote of holders of stock representing a majority of the voting power of  all shares present at the meeting, have the power to adjourn the meeting from  time to time in the manner provided in paragraph 4 of Article I of these By-laws  until a quorum shall be present.**4.**       **Adjournments**. Any meeting of  stockholders, annual or special, may adjourn from time to time to reconvene  at the same or some other place, and notice need not be given of any such adjourned  meeting if the time and place thereof are announced at the meeting at which  the adjournment is taken. At the adjourned meeting the Corporation may transact  any business which might have been transacted at the original meeting. If the  adjournment is for more than thirty days, or if after the adjournment a new  record date is fixed for the adjourned meeting, a notice of the adjourned meeting  shall be given to each stockholder of record entitled to vote at the meeting.**5.**      **Voting; Proxies**. At each meeting  of the stockholders of the Corporation, every stockholder having the right to  vote may authorize another person to act for him or her by proxy. Such authorization  must be in writing and executed by the stockholder or his or her authorized  officer, director, employee, or agent. To the extent permitted by law, a stockholder  may authorize another person or persons to act for him or her 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

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receive such transmission provided that the telegram, cablegram or electronic  transmission either sets forth or is submitted with information from which it  can be determined that the telegram, cablegram or other electronic transmission  was authorized by the stockholder. A copy, facsimile transmission or other reliable  reproduction of a writing or transmission authorized by this paragraph 5 of  Article I may be substituted for or used in lieu of the original writing or  electronic transmission for any and all purposes for which the original writing  or transmission could be used, provided that such copy, facsimile transmission  or other reproduction shall be a complete reproduction of the entire original  writing or transmission. No proxy authorized hereby shall be voted or acted  upon more than three years from its date, unless the proxy provides for a longer  period. No ballot, proxies or votes, nor any revocations thereof or changes  thereto shall be accepted after the time set for the closing of the polls pursuant  to paragraph 11 of Article I of these By-laws unless the Court of Chancery upon  application of a stockholder shall determine otherwise. Each proxy shall be  delivered to the inspectors of election prior to or at the meeting. A duly executed  proxy shall be irrevocable if it states that it is irrevocable and if, and only  as long as, it is coupled with an interest sufficient in law to support an irrevocable  power. A stockholder may revoke any proxy which is not irrevocable by attending  the meeting and voting in person or by filing an instrument in writing revoking  the proxy or by filing a subsequent duly executed proxy with the Secretary of  the Corporation. The vote for directors shall be by ballot. Unless a greater  number of affirmative votes is required by the Certificate of Incorporation,  these By-laws, the rules or regulations of any stock exchange applicable to  the Corporation, or as otherwise required by law or pursuant to any regulation  applicable to the Corporation, if a quorum exists at any meeting of stockholders,  stockholders shall have approved any matter, other than the election of directors,  if the votes cast by stockholders present in person or represented by proxy  at the meeting and entitled to vote on the matter in favor of such matter exceed  the votes cast by such stockholders against such matter. A nominee for director  shall be elected to the Board of Directors if the votes cast for such nominee's  election exceed the votes cast against such nominee's election; provided, however,  that directors shall be elected by a plurality of the votes cast at any meeting  of stockholders for which (i) the Secretary of the Corporation receives a notice  that a stockholder has nominated a person for election to the Board of Directors  in compliance with the advance notice requirements for stockholder nominees  for director set forth in Article II, Section 13 of these By-laws and (ii) such  nomination has not been withdrawn by such stockholder on or prior to the day  next preceding the date the Corporation first mails its notice of meeting for  such meeting to the stockholders. If directors are to be elected by a plurality  of the votes cast, stockholders shall not be permitted to vote against a nominee.**6.   **   **Notice**. Written notice of an  annual or special meeting shall be given to each stockholder entitled to vote  thereat, not less than ten nor more than sixty days prior to the meeting. If  mailed, such notice shall be deemed to be given when deposited in the mail,  postage pre paid, directed to the stockholder at his or her address as it appears  on the records of the Corporation.**7.**     **Inspectors of Election**. The  Corporation shall, in advance of any meeting of stockholders, appoint one or  more inspectors of election to act at the meeting and make a written report  thereof. The Corporation may designate one or more persons as alternate inspectors  to replace any inspector who fails to act. In the event that no inspector so  appointed or designated is able to act at a meeting of stockholders, the person  presiding at the meeting shall appoint one or more inspectors to act at the  meeting. Each inspector, before entering upon the discharge of his 

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or her duties, shall take and sign an oath faithfully to execute the duties  of inspector with strict impartiality and according to the best of his or her  ability. The inspector or inspectors so appointed or designated shall (i) ascertain  the number of shares of capital stock of the Corporation outstanding and the  voting power of each such share, (ii) determine the shares of capital stock  of the Corporation represented at the meeting and the validity of proxies and  ballots, (iii) count all votes and ballots, (iv) determine and retain for a  reasonable period a record of the disposition of any challenges made to any  determination by the inspectors, and (v) certify their determination of the  number of shares of capital stock of the Corporation represented at the meeting  and such inspectors' count of all votes and ballots. Such certification shall  specify such other information as may be required by law. In determining the  validity and counting of proxies and ballots cast at any meeting of stockholders  of the Corporation, the inspectors may consider such information as is permitted  by applicable law. No person who is a candidate for an office at an election  may serve as an inspector at such election.**8.**     **Stock List**. At least ten days  before every meeting of the stockholders a complete list of the stockholders  entitled to vote at said meeting, arranged in alphabetical order, with the post  office address of each, and the number of shares held by each, shall be prepared  by the Secretary. Such list shall be open to the examination of any stockholder  for any purpose germane to the meeting, during ordinary business hours 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 for said ten days, and shall be produced and  kept at the time and place of meeting during the whole time thereof and subject  to the inspection of any stockholder who may be present. The original or duplicate  stock ledger shall be provided at the time and place of each meeting and shall  be the only evidence as to who are the stockholders entitled to examine the  list of stockholders or to vote in person or by proxy at such meeting.**9.       Special Meetings**. Special meetings  of the stockholders for any purpose or purposes may be called by the Chair of  the Board, and shall be called by the Chair of the Board or the Secretary at  the request in writing of a majority of the Board of Directors. Such request  shall state the purpose or purposes of the proposed meeting. Business transacted  at all special meetings shall be confined to the objects stated in the notice  of special meeting.**10.       Organization**. Meetings of stockholders  shall be presided over by the Chair of the Board, if any, or in his or her absence  by a Chair designated by the Board of Directors, or in the absence of such designation  by a Chair chosen at the meeting. The Secretary shall act as secretary of the  meeting, but in his or her absence the Chair of the meeting may appoint any  person to act as secretary of the meeting.**11.       Conduct of Meetings**. The date and  time of the opening and the closing of the polls for each matter upon which  the stockholders will vote at a meeting shall be announced at such meeting by  the person presiding over the meeting. The Board of Directors of the Corporation  may adopt by resolution such rules or regulations for the conduct of meetings  of stockholders as it shall deem appropriate. Except to the extent inconsistent  with such rules and regulations as adopted by the Board of Directors, the chair  of any meeting of 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 chair, are appropriate for the proper conduct of the meeting. 

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Such rules, regulations or procedures, whether adopted by the Board of Directors  or prescribed by the chair of the meeting, may include, without limitation,  the following: (1) the establishment of an agenda or order of business for the  meeting; (2) rules and procedures for maintaining order at the meeting and the  safety of those present; (3) 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 chair shall permit; (4)  restrictions on entry to the meeting after the time fixed for the commencement  thereof, and (5) limitations on the time allotted to questions or comments by  participants. Unless, and to the extent determined by the Board of Directors  or the chair of the meeting, meetings of stockholders shall not be required  to be held in accordance with rules of parliamentary procedure.**12.       Fixing Date for Determination of Stockholders  of Record**. 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, or entitled to receive payment of any dividend or other distribution  or allotment of any rights, or entitled to exercise any rights in respect of  any change, conversion or exchange of stock or for the purpose of any other  lawful action, the Board of Directors may fix 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: (1) in the case  of determination of stockholders entitled to vote at any meeting of stockholders  or adjournment thereof, shall, unless otherwise required by law, not be more  than sixty nor less than ten days before the date of such meeting; and (2) in  the case of any other action, shall not be more than sixty days prior to such  other action. If no record date is fixed: (1)(a) the record date for determining  stockholders entitled to notice of or to vote at a meeting of 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 date next  preceding the day on which the meeting is held; and (1)(b) the record date for  determining stockholders for any other purpose shall be at the close of business  on the day on which the of Board of Directors adopts the resolution relating,  thereto. A determination of stockholders of record entitled to notice of or  to vote at a meeting of stockholders shall apply to any adjournment of the meeting;  provided, however, that the Board of Directors may fix a new record date for  the adjourned meeting.  1**3.      Notice of Stockholder Proposal**. At  an annual meeting of the stockholders, only such business shall be conducted  as shall have been properly brought before the meeting. To be properly brought  before an annual meeting business must be: (a) specified in the notice of meeting  (or any supplement thereto) given by or at the direction of the Board of Directors,  (b) otherwise properly brought before the meeting by or at the direction of  the Board of Directors, or (c) otherwise properly brought before the meeting  by a stockholder. For business to be properly brought before an annual meeting  by a stockholder (other than the nomination of a person for election as a director,  which is governed by paragraphs 13, 14 and 15 of Article II of these By-laws),  the stockholder intending to propose the business (the "Proponent")  must have given timely notice thereof in writing to the Secretary of the Corporation.  To be timely, a Proponent's notice must be delivered to or mailed and received  at the principal executive offices of the Corporation: (1) by the close of business  60 days in advance of the anniversary of the previous year's annual meeting  if such meeting is to be held on a day which is within 30 days preceding the  anniversary of the previous year's annual meeting or 90 days in advance of the  anniversary of the previous year's annual meeting if such meeting is to be held  on or after the anniversary of the previous year's annual meeting; and (2) with  respect to any other annual meeting of stockholders, 

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the close of business on the tenth day following the date of public disclosure  of the date of such meeting. (For purposes of these By-laws, public disclosure  shall be deemed to include a disclosure made in a press release reported by  the Dow Jones News Services, Associated Press or a comparable national news  service or in a document filed by the Corporation with the Securities and Exchange  Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act  of 1934, as amended (the "Exchange Act")). A Proponent's notice to  the Secretary shall set forth as to each matter the Proponent proposes to bring  before the annual meeting: (a) 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, (b) the name and address of the Proponent, and of any  holder of record of the Proponent's shares as they appear on the Corporation's  books, (c) the class and number of shares of the Corporation which are owned  by the Proponent (beneficially and of record) and owned by any holder of record  of the Proponent's shares, as of the date of the Proponent's notice, and a representation  that the Proponent will notify the Corporation in writing of the class and number  of such shares owned of record and beneficially as of the record date for the  meeting promptly following the later of the record date or the date notice of  the record date is first publicly disclosed, (d) any material interest of the  Proponent in such business, (e) a description of any agreement, arrangement  or understanding with respect to such business between or among the Proponent  and any of its affiliates or associates, and any others (including their names)  acting in concert with any of the foregoing, and a representation that the Proponent  will notify the Corporation in writing of any such agreement, arrangement or  understanding in effect as of the record date for the meeting promptly following  the later of the record date or the date notice of the record date is first  publicly disclosed, (f) a description of any agreement, arrangement or understanding  (including any derivative or short positions, profit interests, options, hedging  transactions, and borrowed or loaned shares) that has been entered into as of  the date of the Proponent's notice by, or on behalf of, the Proponent or any  of its affiliates or associates, the effect or intent of which is to mitigate  loss to, manage risk or benefit of share price changes for, or increase or decrease  the voting power of the Proponent or any of its affiliates or associates with  respect to shares of stock of the Corporation, and a representation that the  Proponent will notify the Corporation in writing of any such agreement, arrangement  or understanding in effect as of the record date for the meeting promptly following  the later of the record date or the date notice of the record date is first  publicly disclosed, (g) a representation that the Proponent is a holder of record  or beneficial owner of shares of the Corporation entitled to vote at the annual  meeting and intends to appear in person or by proxy at the meeting to propose  such business, and (h) a representation whether the Proponent intends to deliver  a proxy statement and/or form of proxy to holders of at least the percentage  of the Corporation's outstanding shares required to approve the proposal and/or  otherwise to solicit proxies from stockholders in support of the proposal. **14.       Compliance with Procedures**. Notwithstanding  anything in these By-laws to the contrary: (a) no business shall be conducted  at any annual meeting except in accordance with the procedures set forth in  paragraph 13 of this Article I, and (b) unless otherwise required by law, if  a Proponent intending to propose business at an annual meeting pursuant to paragraph  13 of this Article I does not provide the information required under subparagraphs  (c), (e) and (f) of paragraph 13 to the Corporation promptly following the later  of the record date or the date notice of the record date is first publicly disclosed,  or the Proponent (or a qualified representative of the Proponent) does not appear  at the meeting to present the proposed business, such business shall not be  transacted, notwithstanding that proxies in respect of such business may have  been 

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received by the Corporation. The chair of the annual meeting shall, if the  facts warrant, determine and declare to the meeting that business was not properly  brought before the meeting in accordance with the provisions of paragraph 13  of this Article I, and if he or she should so determine, he or she shall so  declare to the meeting and any such business not properly brought before the  meeting shall not be transacted. The requirements of paragraph 13 and paragraph  14 of this Article I shall apply to any business to be brought before an annual  meeting by a stockholder (other than the nomination of a person for election  as a director, which is governed by paragraphs 13, 14 and 15 of Article II of  these By-laws) whether such business is to be included in the Corporation's  proxy statement pursuant to Rule 14a-8 of the Exchange Act or presented to stockholders  by means of an independently financed proxy solicitation. The requirements of  paragraph 13 of this Article I are included to provide the Corporation notice  of a stockholder's intention to bring business before an annual meeting and  shall in no event be construed as imposing upon any stockholder the requirement  to seek approval from the Corporation as a condition precedent to bringing any  such business before an annual meeting.

**Article II**

**Directors.**

**1.      Number; Election; Term**. The number of  directors which shall constitute the whole Board shall not be less than ten,  nor more than twenty-four, the exact number within said limits to be fixed from  time to time solely by resolution of the Board, acting by the vote of not less  than a majority of the directors then in office. A majority of the directors  shall consist of persons who are not employees of the Corporation or of any  subsidiary of the Corporation. Should the death, resignation or other removal  of any non employee director result in the failure of the requirement set forth  in the preceding sentence to be met, such requirement shall not apply during  the time of the vacancy caused by the death, resignation or removal of any such  non employee director. The remaining directors of the Corporation shall cause  any such vacancy to be filled in accordance with these By-laws within a reasonable  period of time. At the annual meeting directors shall be elected in accordance  with the requirements of these By-laws and the Certificate of Incorporation.**2.       Place of Meetings, Records**. The directors  may hold their meetings and keep the books of the Corporation outside of the  State of Delaware at such places as they may from time to time determine.**3.       Vacancies**. Subject to the rights of  the holders of any one or more series of Preferred Stock then outstanding, if  the office of any director becomes vacant for any reason or any new directorship  is created by any increase in the authorized number of directors, a majority  of the directors then in office, although less than a quorum, may choose a successor  or successors or fill the newly created directorship. Any director so chosen  shall hold office until the next election of the class for which such director  shall have been chosen and until his successor shall be elected and qualified.**4.       Organizational Meeting**. The Board of  Directors shall meet for the purpose of organization, the election of officers  and the transaction of other business, after each annual election of directors  on the day and at the place of the next regular meeting of the Board. Notice

 

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of such meeting need not be given. Such meeting may be held at any other time  or place which shall be specified in a notice given as hereinafter provided  for special meetings of the Board of Directors or in a consent and waiver of  notice thereof signed by all of the directors.**5.      Regular Meetings**. Regular meetings of  the Board may be held without notice at such time and place either within or  without the State of Delaware as shall from time to time be determined by the  Board.**6.      Special Meetings**. Special meetings of  the Board may be called by the Chair of the Board a Vice Chair of the Board  or the President by the mailing of notice to each director at least 48 hours  before the meeting or by notifying each director of the meeting at least 24  hours prior thereto either personally, by telephone or by electronic transmission;  special meetings shall be called on like notice by the Chair of the Board, a  Vice Chair of the Board, the President or, on the written request of any two  directors, by the Secretary.**7.      Quorum**. At all meetings of the Board  the presence of one third of the total number of directors determined by resolution  pursuant to paragraph 1 of this Article II to constitute the Board of Directors  shall be necessary and sufficient to 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, except  as may be otherwise specifically provided by law, by the Certificate of Incorporation  or by these By-laws.**8.      Executive Committee**. There shall be  an Executive Committee of three or more directors elected by a majority of the  Board. The Committee shall be composed of the Chief Executive Officer, the President,  and such other directors as the Board shall elect. The Board, by resolution,  may designate one or more directors as alternate members of the Committee, who  may replace any absent or disqualified member at any meeting of the Committee.  In the absence or disqualification of a member of the Committee, the member  or members present at any meeting of the Committee and not disqualified from  voting, whether or not he, she or they constitute a quorum, may unanimously  appoint another member of the Board to act at the meeting in the place of any  such absent or disqualified member. The ratio of inside directors to outside  directors serving on the Committee shall, to the extent feasible, be as near  as possible to the ratio of inside directors to outside directors serving on  the full Board. A quorum shall be a majority of the members of the Committee.  Regular meetings of the Committee shall be held without notice at such time  and place as shall from time to time be determined by the Committee; special  meetings of the Committee may be called pursuant to the rules determined by  the Committee. The Committee shall generally perform such duties and exercise  such powers as may be directed or delegated by the Board of Directors from time  to time. Except as otherwise provided by law, the Committee shall have authority  to exercise all the powers of the Board while the Board is not in session. The  act of a majority of the Committee members present at any meeting at which there  is a quorum shall be the act of the Committee except as may be otherwise specifically  provided by law, by the Certificate of Incorporation or by these By-laws. The  Committee shall keep regular minutes of its proceedings and report the same  to the Board at its next regular meeting.**9.       Additional Committees.** The Board of  Directors may, by resolution passed by a majority of the whole Board, designate  one or more additional committees, each committee to 

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consist of one or more of the directors of the Corporation. In the event that  the Board shall designate a committee that shall have the power to recommend  changes in the compensation of senior management of the Corporation and/or a  committee that shall have the power to recommend nominees for election as directors  of the Corporation, the membership of such committees shall consist solely of  directors who are not employees of the Corporation or of any subsidiary of the  Corporation. The Board may designate one or more directors as alternate members  of any such additional committee, who may replace any absent or disqualified  member at any meeting of the committee. Any such committee shall have such powers  as are granted to it by the resolution of the Board or by subsequent resolutions  passed by a majority of the whole Board. Nothing herein shall limit the authority  of the Board of Directors to appoint other committees consisting in whole or  in part of persons who are not directors of the Corporation to carry out such  functions as the Board may designate. Unless otherwise provided for in any resolution  of the Board of Directors designating a committee pursuant to this paragraph  9 of Article II: (i) a quorum for the transaction of business of such committee  shall be fifty percent or more of the authorized number of members of such committee;  and (ii) the act of a majority of the members of such committee present at any  meeting of such committee at which there is a quorum shall be the act of the  committee (except as otherwise specifically provided by law, the Certificate  of Incorporation or by these By-laws).**10.       Presence at Meeting**. Members of the  Board of Directors or any committee designated by such Board may participate  in the meeting of said Board or committee by means of conference telephone or  similar communications equipment by means of which all persons in the meeting  can hear each other and participate. The ability to participate in a meeting  in the above manner shall constitute presence at said meeting for purposes of  a quorum and any action thereat.**11.       Action Without Meetings**. Any action  required or permitted to be taken at any meeting of the Board of Directors or  any committee designated by such Board may be taken without a meeting, if all  members of the Board or committee consent thereto in writing and the writing  or writings are filed with the minutes of the proceedings of the Board or committee.**12. Eligibility to Make Nominations**. Nominations of candidates for election  as directors at any meeting of stockholders called for election of directors  (an "Election Meeting") may be made (1) by any stockholder entitled  to vote at such Election Meeting only in accordance with the procedures established  by paragraph 13 of this Article II, or (2) by the Board of Directors. In order  to be eligible for election as a director, any director nominee must first be  nominated in accordance with the provisions of these By-laws.**13.       Procedure for Nominations by Stockholders**.  Any stockholder entitled to vote for the election of a director at an Election  Meeting may nominate one or more persons for such election only if written notice  of such stockholder's intent to make such nomination is delivered to or mailed  and received by the Secretary of the Corporation. Such notice must be received  by the Secretary not later than the following dates: (1) with respect to an  annual meeting of stockholders, by the close of business 60 days in advance  of the anniversary of the previous year's annual meeting if such meeting is  to be held on a day which is within 30 days preceding the anniversary of the  previous year's annual meeting or 90 days in advance of the anniversary of the  previous year's annual meeting if such meeting is to be held on or after the  anniversary of the 

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previous year's annual meeting; and (2) with respect to any other annual meeting  of stockholders or a special meeting of stockholders, by the close of business  on the tenth day following the date of public disclosure of the date of such  meeting. The written notice of the stockholder intending to make the nomination  (the "Proponent") shall set forth: (i) the name, age, business address  and residence address of each nominee proposed in such notice, (ii) the principal  occupation or employment of each such nominee, (iii) the number of shares of  capital stock of the Corporation which are owned of record and beneficially  by each such nominee, (iv) a statement whether each such nominee, if elected,  intends to tender, promptly following such person's failure to receive the required  vote for election or reelection at the next meeting at which such person would  face election or reelection, an irrevocable resignation effective upon acceptance  of such resignation by the Board of Directors, in accordance with the Corporation's  Corporate Governance Principles, (v) with respect to each nominee for election  or reelection to the Board of Directors, include a completed and signed questionnaire,  representation and agreement required by paragraph 15 of this Article II, (vi)  such other information concerning each such nominee as would be required to  be disclosed in a proxy statement soliciting proxies for the election of such  nominee as a director in an election contest (even if an election contest is  not involved), or that is otherwise required to be disclosed, under the rules  of the United States Securities and Exchange Commission, and (vii) as to the  Proponent: (a) the name and address of the Proponent, and of any holder of record  of the Proponent's shares as they appear on the Corporation's books, (b) the  class and number of shares of the Corporation which are owned by the Proponent  (beneficially and of record) and owned by any holder of record of the Proponent's  shares, as of the date of the Proponent's notice, and a representation that  the Proponent will notify the Corporation in writing of the class and number  of such shares owned of record and beneficially as of the record date for the  meeting promptly following the later of the record date or the date notice of  the record date is first publicly disclosed, (c) a description of any agreement,  arrangement or understanding with respect to such nomination between or among  the Proponent and any of its affiliates or associates, and any others (including  their names) acting in concert with any of the foregoing, and a representation  that the Proponent will notify the Corporation in writing of any such agreement,  arrangement or understanding in effect as of the record date for the meeting  promptly following the later of the record date or the date notice of the record  date is first publicly disclosed, (d) a description of any agreement, arrangement  or understanding (including any derivative or short positions, profit interests,  options, hedging transactions, and borrowed or loaned shares) that has been  entered into as of the date of the Proponent's notice by, or on behalf of, the  Proponent or any of its affiliates or associates, the effect or intent of which  is to mitigate loss to, manage risk or benefit of share price changes for, or  increase or decrease the voting power of the Proponent or any of its affiliates  or associates with respect to shares of stock of the Corporation, and a representation  that the Proponent will notify the Corporation in writing of any such agreement,  arrangement or understanding in effect as of the record date for the meeting  promptly following the later of the record date or the date notice of the record  date is first publicly disclosed, (e) a representation that the Proponent is  a holder of record or beneficial owner of shares of the Corporation entitled  to vote at the meeting and intends to appear in person or by proxy at the meeting  to nominate the person or persons specified in the notice, and (f) a representation  whether the Proponent intends to deliver a proxy statement and/or form of proxy  to holders of at least the percentage of the Corporation's outstanding capital  stock required to approve the nomination and/or otherwise to solicit proxies  from stockholders in support of the nomination. The Corporation may require  any proposed nominee to furnish such other 

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information as it may reasonably require to determine the eligibility of such  proposed nominee to serve as an independent director of the Corporation or that  could be material to a reasonable stockholder's understanding of the independence,  or lack thereof, of such nominee. **14.       Compliance with Procedures**. If the  Chair of the Election Meeting determines that a nomination of any candidate  for election as a director was not made in accordance with the applicable provisions  of these By-laws, such nomination shall be void, provided, however, that nothing  in these By-laws shall be deemed to limit any class voting rights upon the occurrence  of dividend arrearages provided to holders of Preferred Stock. Notwithstanding  anything in these By-laws to the contrary, unless otherwise required by law,  if a Proponent intending to make a nomination at an annual or special meeting  pursuant to paragraph 13 of this Article II does not provide the information  required under clauses (b) through (d) of subparagraph (vii) of paragraph 13  of this Article II to the Corporation promptly following the later of the record  date or the date notice of the record date is first publicly disclosed, or the  Proponent (or a qualified representative of the Proponent) does not appear at  the meeting to present the nomination, such nomination shall be disregarded,  notwithstanding that proxies in respect of such nomination may have been received  by the Corporation. **15.      Submission of Questionnaire; Representation  and Agreement**. To be eligible to be a nominee for election or reelection  as a director of the Corporation, a person must deliver (in accordance with  the time periods prescribed for delivery of notice under paragraph 13 of this  Article II of these By-laws) to the Secretary of the Corporation at the principal  executive offices of the Corporation a written questionnaire with respect to  the background and qualification of such person and the background of any other  person or entity on whose behalf the nomination is being made (which questionnaire  shall be provided by the Secretary upon written request) and a written representation  and agreement (in the form provided by the Secretary upon written request) that  such person (i) is not and will not become a party to (A) any agreement, arrangement  or understanding with, and has not given any commitment or assurance to, any  person or entity as to how such person, if elected as a director of the Corporation,  will act or vote on any issue or question (a "Voting Commitment")  that has not been disclosed to the Corporation or (B) any Voting Commitment  that could limit or interfere with such person's ability to comply, if elected  as a director of the Corporation, with such person's fiduciary duties under  applicable law, (ii) is not and will not become a party to any agreement, arrangement  or understanding with any person or entity other than the Corporation with respect  to any direct or indirect compensation, reimbursement or indemnification in  connection with service or action as a director that has not been disclosed  therein, and (iii) in such person's individual capacity and on behalf of any  person or entity on whose behalf the nomination is being made, would be in compliance,  if elected as a director of the Corporation, and will comply with, applicable  law and all applicable publicly disclosed corporate governance, conflict of  interest, corporate opportunities, confidentiality and stock ownership and trading  policies and guidelines of the Corporation.

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**Article III**

**Officers.**

**1.      Election; Term of Office; Appointments**.  The Board of Directors, at its first meeting after each annual meeting, of stockholders,  shall elect at least the following officers: a Chair of the Board and/or a President,  one or more Vice Presidents, a Controller, a Treasurer and a Secretary. The  Board may also elect, appoint, or provide for the appointment of such other  officers and agents as may from time to time appear necessary or advisable in  the conduct of the affairs of the Corporation. Such additional officers may  include one or more Vice Chairmen, who shall not be Directors unless otherwise  prescribed by the Board of Directors, and whose duties shall be to assist the  Chief Executive Officer of the Corporation in establishing and implementing  overall corporate policy. Officers of the Corporation shall hold office until  their successors are chosen and qualify in their stead or until their earlier  death, resignation or removal, and shall perform such duties as from time to  time shall be prescribed by these By-laws and by the Board and, to the extent  not so provided, as generally pertain to their respective offices. The Board  of Directors may fill any vacancy occurring in any office of the Corporation  at any regular or special meeting. Two or more offices may be held by the same  person.**2.      Removal and Resignation**. Any officer  elected or appointed by the Board of Directors or the Executive Committee may  be removed at any time by the affirmative vote of a majority of the whole Board  of Directors. If the office of any officer elected or appointed by the Board  becomes vacant for any reason, the vacancy may be filled by the Board. Any officer  may resign at any time upon written notice to the Corporation.**3.      Chair of the Board**. The Chair of the  Board shall be the chief executive officer of the Corporation, unless otherwise  prescribed by the Board of Directors, and shall preside at all meetings of the  stockholders and of the directors. He or she shall perform such other duties,  and exercise such powers, as from time to time shall be prescribed by these  By-laws or by the Board of Directors.**4.       President**. The President, in the absence  of the Chair of the Board or the Vice Chair, if any, shall preside at meetings  of the Directors. He or she shall have such authority and perform such duties  in the management of the Corporation as from time to time shall be prescribed  by the Board of Directors and, to the extent not so prescribed, he or she shall  have such authority and perform such duties in the management of the Corporation,  subject to the control of the Board, as generally pertain to the office of President.**5.      Vice Presidents**. Vice Presidents shall  perform such duties as from time to time shall be prescribed by these By-laws,  by the Chair of the Board, by the President or by the Board of Directors, and  except as otherwise prescribed by the Board of Directors, they shall have such  powers and duties as generally pertain to the office of Vice President. **6.       Secretary**. The Secretary or person  appointed as secretary at all meetings of the Board and of the stockholders  shall record all votes and the minutes of all proceedings in a book to be kept  for that purpose, and he or she shall perform like duties for the Executive  Committee when required. He or she shall give, or cause to be given, notice  of all meetings of the 

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stockholders, and of the Board of Directors if required. He or she shall perform  such other duties as may be prescribed by these By-laws or as may be assigned  to him or her by the Chair of the Board, the President or the Board of Directors,  and, except as otherwise prescribed by the Board of Directors, he or she shall  have such powers and duties as generally pertain to the office of Secretary.**7.      Treasurer**. The Treasurer shall have  custody of the Corporation's funds and securities. He or she shall perform such  other duties as may be prescribed by these By-laws or as may be assigned to  him or her by the Chair of the Board, the President or the Board of Directors,  and, except as otherwise prescribed by the Board of Directors, he or she shall  have such powers and duties as generally pertain to the office of Treasurer.**8.       Controller**. The Controller shall have  charge of the Corporation's books of account, and shall be responsible for the  maintenance of adequate records of all assets, liabilities and financial transactions  of the Corporation. The Controller shall prepare and render such balance sheets,  profit and loss statements and other financial reports as the Board of Directors,  the Chair of the Board or the President may require. He or she shall perform  such other duties as may be prescribed by these By-laws or as may be assigned  to him or her by the Chair of the Board, the President or the Board of Directors,  and, except as otherwise prescribed by the Board of Directors, he or she shall  have such powers and duties as generally pertain to the office of Controller.

**Article IV**

**Stock.**

**1.      Stock**. The shares of the Corporation  shall be represented by certificates or shall be uncertificated. Each registered  holder of shares, upon request to the Corporation, shall be provided with a  certificate of stock representing the number of shares owned by such holder.  The certificates of stock of the Corporation shall be in the form or forms from  time to time approved by the Board of Directors. Such certificates shall be  numbered and registered, shall exhibit the holder's name and the number of shares,  and shall be signed in the name of the Corporation by the following officers  of the Corporation: the Chair of the Board of Directors, or the President or  a Senior Vice President or Vice President; and by the Treasurer or an Assistant  Treasurer, or the Secretary or an Assistant Secretary. If any certificate is  manually signed (1) by a transfer agent other than the Corporation or its employee,  or (2) by a registrar other than the Corporation or its employee, any other  signature on the certificate, including those of the aforesaid officers of the  Corporation, 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 he or she were such officer, transfer agent or registrar at the date of  issue.**2.      Lost Certificates**. The Board of Directors  or any officer of the Corporation to whom the Board of Directors has delegated  authority may authorize any transfer agent of the Corporation to issue, and  any registrar of the Corporation to register, at any time and from time to time  unless otherwise directed, a new certificate or certificates of stock in the  place of a 

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certificate or certificates theretofore issued by the Corporation, alleged  to have been lost or destroyed, upon receipt by the transfer agent of evidence  of such loss or destruction, which may be the affidavit of the applicant; a  bond indemnifying the Corporation and any transfer agent and registrar of the  class of stock involved against claims that may be made against it or them on  account of the lost or destroyed certificate or the issuance of a new certificate,  of such kind and in such amount as the Board of Directors shall have authorized  the transfer agent to accept generally or as the Board of Directors or an authorized  officer shall approve in particular cases; and any other documents or instruments  that the Board of Directors or an authorized officer may require from time to  time to protect adequately the interest of the Corporation. A new certificate  may be issued without requiring any bond when, in the judgment of the directors,  it is proper to do so.**3.      Transfers of Stock**. Transfers of stock  shall be made upon the books of the Corporation: (1) upon presentation of the  certificates by the registered holder in person or by duly authorized attorney,  or upon presentation of proper evidence of succession, assignment or authority  to transfer the stock, and upon surrender of the appropriate certificate(s),  or (2) in the case of uncertificated shares, upon receipt of proper transfer  instructions from the registered owner of such uncertificated shares, or from  a duly authorized attorney or from an individual presenting proper evidence  of succession, assignment or authority to transfer the stock.**4.       Holder of Record**. The Corporation shall  be entitled to treat the holder of record of any share or shares of stock as  the holder in fact thereof and accordingly shall not be bound to recognize any  equitable or other claim to or interest in such share on the part of any other  person whether or not it shall have express or other notice thereof, save as  expressly provided by the laws of the State of Delaware.

**Article V**

**Indemnification and Severance.**

 

**1.      Right to Indemnification**. The Corporation  shall indemnify and hold harmless, to the fullest extent permitted by applicable  law as it presently exists or may hereafter be amended, any person who was or  is made or is threatened to be made a party or is otherwise involved in any  action, suit or proceeding, whether civil, criminal, administrative or investigative  (a "proceeding") by reason of the fact that he or she, or a person  for whom he or she is the legal representative, is or was a director, officer,  employee or agent of the Corporation or is or was serving at the request of  the Corporation as a director, officer, employee or agent of another corporation  or of a partnership, joint venture, trust, nonprofit entity, or other enterprise,  including service with respect to employee benefit plans, against all liability  and loss suffered and expenses (including attorneys' fees) reasonably incurred  by such person. The Corporation shall be required to indemnify a person in connection  with a proceeding (or part thereof) initiated by such person only if the proceeding  (or part thereof) was authorized by the Board of Directors of the Corporation.  2.**      Prepayment of Expenses**. The Corporation  shall pay the expenses (including attorneys' fees) incurred by an officer or  director of the Corporation in defending any proceeding in advance of its final  disposition, provided, however, that the payment of such expenses shall be 

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made only upon receipt of an undertaking by the director or officer to repay  all amounts advanced if it shall ultimately be determined that the director  or officer is not entitled to be indemnified. Payment of such expenses incurred  by other employees and agents of the Corporation may be made by the Board of  Directors in its discretion upon such terms and conditions, if any, as it deems  appropriate.**3.      Claims**. If a claim for indemnification  or payment of expenses (including attorneys' fees) under this Article is not  paid in full within sixty days after a written claim therefor has been received  by the Corporation the claimant may file suit to recover the unpaid amount of  such claim and, if successful in whole or in part, shall be entitled to be paid  the expense of prosecuting such claim. In any such action the Corporation shall  have the burden of proving that the claimant was not entitled to the requested  indemnification or payment of expenses under applicable law.**4. Nonexclusivity of Rights**. The right conferred on any person by this  Article V shall not be exclusive of any other rights which such person may have  or hereafter acquire under any statute, provision of the Certificate of Incorporation,  these By-laws, agreement, vote of stockholders or disinterested directors or  otherwise.**5.      Other Indemnification**. The corporation's  obligation, if any, to indemnify any person who was or is serving at its request  as a director, officer, employee or agent of another corporation, partnership,  joint venture, trust, enterprise or non profit entity shall be reduced by any  amount such person may collect as indemnification from such other corporation,  partnership, joint venture, trust, non profit entity, or other enterprise.**6.      Amendment or Repeal**. Any repeal or modification  of the foregoing provisions of this Article V shall not adversely affect any  right or protection hereunder of any person in respect of any act or omission  occurring prior to the time of such repeal or modification.**7.       Severance**. Any written agreement or  any amendment of an existing written agreement that provides for payments to  a director, officer or other employee of the Corporation or any subsidiary of  the Corporation upon (i) a "change in control" of the Corporation  or (ii) the termination or constructive termination of the employment of such  director, officer, or other employee following a "change in control"  of the Corporation, must be approved by (a) the unanimous vote of the members  of the committee of the Board of Directors which has the power to recommend  changes in the compensation of the senior management of the Corporation, if  any, and (b) a majority of the directors who are not employees of the Corporation  or any subsidiary of the Corporation. For the purposes hereof, a "change  of control" of the Corporation shall mean through (i) the accumulation  by a person or group of related persons of 20% or more of the Company's outstanding,  capital stock and/or (ii) a change in the composition of a majority of the Corporation's  Board of Directors without the approval of the incumbent Board.

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**Article VI**

**Miscellaneous.**

**1.      Delaware Office**. The address of the  registered office of the Corporation in the State of Delaware shall be at Corporation  Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware  19801 and the name of its registered agent at such address is Corporation Trust  Company.**2.      Other Offices**. The Corporation may also  have an office in the City and State of New York, and such other offices at  such places as the Board of Directors from time to time may appoint or the business  of the Corporation may require.**3.       Seal**. The corporate seal shall be in  the form adopted by the Board of Directors. Said seal may be used by causing  it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.  The seal may be affixed by any officer of the Corporation to any instrument  executed by authority of the Corporation, and the seal when so affixed may be  attested by the signature of any officer of the Corporation.**4.       Notice**. Whenever notice is required  to be given by law, the Certificate of Incorporation or these By-laws, a written  waiver signed by the person entitled to notice, whether before or after the  time stated therein, shall be deemed equivalent to notice. Attendance of a person  at a meeting shall constitute a waiver of notice of such meeting except when  the person attends a 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.**5.       Amendments**. The Board of Directors  shall have the power to adopt, amend or repeal the By-laws of the Corporation  by the affirmative action of a majority of its members. The By-laws may be adopted,  amended or repealed by the affirmative vote of a majority of the stock issued  and outstanding and entitled to vote at any regular meeting of the stockholders  or at any special meeting of the stockholders if notice of such proposed adoption,  amendment or repeal be contained in the notice of such special meeting.**6.       Form of Records**. Any records maintained  by the Corporation in the regular course of its business, including its stock  ledger, books of account, and minutes books, may be kept on, or be in the form  of, punch cards, magnetic tape, photographs, microphotographs, or any other  information storage device, provided that the records so kept can be converted  into clearly legible form within a reasonable time. The Corporation shall so  convert any records so kept upon the request of any person entitled to inspect  the same.**7.      Checks**. All checks, drafts, notes and other  orders for the payment of money shall be signed by such officer or officers  or agents as from time to time may be designated by the Board of Directors or  by such officers of the Corporation as may be designated by the Board to make  such designation.**8.       Fiscal Year.** The fiscal year shall begin  the first day of January in each year.

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