<SEC-DOCUMENT>0001193125-17-289621.txt : 20170921
<SEC-HEADER>0001193125-17-289621.hdr.sgml : 20170921
<ACCEPTANCE-DATETIME>20170920185933
ACCESSION NUMBER:		0001193125-17-289621
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20170920
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20170921
DATE AS OF CHANGE:		20170920

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VALERO ENERGY CORP/TX
		CENTRAL INDEX KEY:			0001035002
		STANDARD INDUSTRIAL CLASSIFICATION:	PETROLEUM REFINING [2911]
		IRS NUMBER:				741828067
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13175
		FILM NUMBER:		171094831

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 696000
		CITY:			SAN ANTONIO
		STATE:			TX
		ZIP:			78269-6000
		BUSINESS PHONE:		2103452000

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 696000
		CITY:			SAN ANTONIO
		STATE:			TX
		ZIP:			78269-6000
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d452366d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): September&nbsp;20, 2017 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>VALERO ENERGY CORPORATION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>1-13175</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>74-1828067</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>One Valero Way</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>San Antonio, Texas</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>78249</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (210)&nbsp;345-2000 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below): </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(&#167; 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (&#167; 240.12b-2 of this chapter). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Emerging growth company&nbsp;&nbsp;&#9744; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange
Act.&nbsp;&nbsp;&#9744; </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On and
effective September&nbsp;20, 2017, the Board of Directors (the &#147;Board&#148;) of Valero Energy Corporation (&#147;Valero&#148;) approved Amended and Restated Bylaws of Valero (the &#147;Bylaws&#148;) which include amendments (the
&#147;Immediately Effective Bylaw Amendments&#148;) to, among other things, permit special meetings of the stockholders of Valero to be called by stockholders holding at least 20% of the voting stock of Valero. The stockholders calling a meeting are
required to submit a request setting forth in writing, among other things, (i)&nbsp;a description of the specific purpose of the meeting, the matters proposed to be acted on at the meeting and the reasons for conducting such business at the meeting,
(ii)&nbsp;the name and address of each shareholder, (iii)&nbsp;the number of shares of each class of stock owned of record or beneficially by each such stockholder, (iv)&nbsp;documentary evidence that the requesting stockholders own at least 20% of
the voting stock of Valero, (v)&nbsp;certain information relating to each such stockholder that would be required to be disclosed pursuant to applicable securities laws and (vi)&nbsp;a description of certain agreements and understandings between
each stockholder and other persons. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A special meeting request will not be valid if it (i)&nbsp;does not comply with the Bylaws,
(ii)&nbsp;relates to an item of business that is not a proper subject for stockholder action under applicable law, (iii)&nbsp;is an item of business that is the same or substantially similar (as determined in good faith by the Board) to a matter
that was presented at a meeting of stockholders occurring within 90 days preceding the date of the stockholders&#146; request for a special meeting, or to a matter that is included in the Valero notice to be brought before a meeting of stockholders
that has been called but not yet held, (iv)&nbsp;the special meeting request is delivered during the period commencing 90 days prior to the first anniversary of the previous year&#146;s annual meeting of stockholders and ending on the date of the
next annual meeting of stockholders, or (v)&nbsp;was made in violation of applicable securities laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the
Immediately Effective Bylaw Amendments is qualified by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.01 hereto, and is incorporated herein by reference. A marked comparison of the Bylaws indicating the Immediately
Effective Bylaw Amendments is included as Exhibit 3.02 hereto. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;8.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Other Events </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On September&nbsp;20, 2017, the Board also approved certain amendments
(the &#147;Charter Amendments&#148;) to its certificate of incorporation to, among other things: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">remove the 80% supermajority vote requirements for amendments to the Bylaws, thereby providing for majority voting as set forth under the Delaware General Corporation Law; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">remove the 66-2/3% supermajority vote requirement for certain business combinations; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">permit stockholders to act by written consent. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Charter Amendments are subject to
stockholder approval, and will only become effective upon the filing of the Charter Amendments with the Secretary of State of the State of Delaware following approval of the Charter Amendments by the stockholders. Valero expects to submit the
Charter Amendments for stockholder approval at Valero&#146;s 2018 annual meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On September&nbsp;20, 2017, the Board
also approved, contingent upon the filing of the Charter Amendments with the Secretary of State of the State of Delaware following approval of the Charter Amendments by the stockholders, further Amended and Restated Bylaws to make corresponding
amendments (the &#147;Delayed Bylaw Amendments&#148;) to remove the 80% supermajority vote requirements for amendments to the Bylaws and to permit stockholders to act by written consent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Charter Amendments and the Delayed Bylaw Amendments is qualified by reference to the text of Valero&#146;s
proposed Charter Amendments and further Amended and Restated Bylaws, copies of which are filed as Exhibit 3.03 and Exhibit 3.04 hereto, respectively. A marked comparison of the proposed further Amended and Restated Bylaws indicating the Delayed
Bylaw Amendments is included as Exhibit 3.05 hereto. </P>

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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top">Exhibits. </TD></TR></TABLE>
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<TD VALIGN="top" NOWRAP>3.01</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d452366dex301.htm">Amended and Restated Bylaws of Valero Energy Corporation (amended and restated as of September 20, 2017)</A>.</TD></TR>
<TR STYLE="font-size:1pt">
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<TD VALIGN="top" NOWRAP>3.02</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d452366dex302.htm">Marked comparison of Amended and Restated Bylaws of Valero Energy Corporation (indicating the Immediately Effective Bylaw Amendments)</A>.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" NOWRAP>3.03</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d452366dex303.htm">Proposed Amendments to Restated Certificate of Incorporation</A>.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.04</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d452366dex304.htm">Proposed further Amended and Restated Bylaws of Valero Energy Corporation</A>.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.05</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d452366dex305.htm">Marked comparison of the further Amended and Restated Bylaws of Valero Energy Corporation (indicating the Delayed Bylaw Amendments)</A>.</TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"></TD>
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<TD VALIGN="top" COLSPAN="3">VALERO ENERGY CORPORATION</TD></TR>
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<TD VALIGN="top">Date: September&nbsp;20, 2017</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">by:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Jay D. Browning</P></TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Jay D. Browning</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Executive Vice President and General Counsel</TD></TR>
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<DOCUMENT>
<TYPE>EX-3.01
<SEQUENCE>2
<FILENAME>d452366dex301.htm
<DESCRIPTION>EX-3.01
<TEXT>
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<TITLE>EX-3.01</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit 3.01 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>VALERO ENERGY CORPORATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BYLAWS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Amended and
Restated effective as of September&nbsp;20, 2017) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MEETINGS OF STOCKHOLDERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;1</U></B><B>.</B> <U>Date, Time and Location of Annual Meeting</U>. The annual meeting of stockholders shall be
held at such date and time and at such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting for the purposes of electing directors and of transacting such other business as may properly
come before the meeting. At least ten days&#146; notice shall be given to the stockholders of the date, time and place so fixed. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board of Directors
upon public notice given on or prior to the date previously scheduled for such annual meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U><U></U><U>&nbsp;2</U>.
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Calling of Special Meetings</U>. Except as otherwise provided by law or by the Restated Certificate of Incorporation of the
Corporation, as from time to time amended (the &#147;Restated Certificate of Incorporation&#148;), special meetings of the stockholders may be called only by (i)&nbsp;the Chief Executive Officer, (ii)&nbsp;by the Board of Directors pursuant to a
resolution adopted by a majority of the directors which the Corporation would have if there were no vacancies, or (iii)&nbsp;by the Secretary upon the written request of stockholders owning (as defined in Article I, Section&nbsp;9A(d)(ii) below) at
least 20&nbsp;percent, in the aggregate, of the voting power of the outstanding voting stock entitled to vote at such a meeting (the &#147;Requisite Percentage&#148;). The record date for determining stockholders entitled to request a special
meeting pursuant to clause (iii)&nbsp;shall be the date on which the first request for such special meeting was delivered to the Secretary. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Stockholder Requested Special Meetings</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Any request by stockholders for a special meeting must be signed by each stockholder, or a duly authorized agent,
requesting such special meeting and include (A)&nbsp;the specific purpose of the meeting, the matters proposed to be acted on at the meeting and the reasons for conducting such business at the meeting, (B)&nbsp;the name and address of each such
stockholder and date of signature, (C)&nbsp;the number of shares of each class of stock owned of record or beneficially by each such stockholder, (D)&nbsp;documentary evidence that the requesting stockholders own the Requisite Percentage, provided
that if the requesting stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request by stockholders must also include documentary evidence that the beneficial owners on whose behalf
the special request is made beneficially own the Requisite Percentage, (E)&nbsp;all information relating to each such stockholder that would be required to be disclosed in solicitations of proxies for election of directors in an election contest
(even if an election contest is not the subject of the special meeting request) or would otherwise be required, in each case pursuant to Section&nbsp;14 of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and the rules
and regulations promulgated thereunder (or any successor provision of the Exchange Act or the rules or regulations promulgated thereunder), whether or not Section&nbsp;14 of the Exchange Act is then applicable to the Corporation, and (F)&nbsp;the
information required for matters to be properly brought by stockholders before an annual meeting of stockholders as set forth in Article I, Sections 9, 11 and 13 below, as applicable, with respect to any nomination to the Board of Directors or other
business proposed to be presented at the special meeting and as to the stockholders requesting the meeting (or the persons on whose behalf the stockholder is acting, as applicable). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) A special meeting request shall not be valid (and the Secretary shall have
no obligation to call a special meeting in respect of such special meeting request) if it (A)&nbsp;does not comply with these Bylaws, (B)&nbsp;relates to an item of business that is not a proper subject for stockholder action under applicable law,
(C)&nbsp;is an item of business that is the same or substantially similar (as determined in good faith by the Board of Directors, hereafter a &#147;Similar Item&#148;) to a matter that was presented at a meeting of stockholders occurring within
ninety days preceding the date of the stockholders&#146; request for a special meeting, (D)&nbsp;a Similar Item is included in the Corporation&#146;s notice to be brought before a meeting of stockholders that has been called but not yet held,
(E)&nbsp;the special meeting request is delivered during the period commencing ninety days prior to the first anniversary of the previous year&#146;s annual meeting of stockholders and ending on the date of the next annual meeting of stockholders,
or (F)&nbsp;was made in violation of Regulation&nbsp;14A under the Exchange Act, to the extent applicable, or other applicable law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Stockholders may revoke the request for a special meeting at any time by written revocation delivered to the Secretary,
and if, following such revocation, there are <FONT STYLE="white-space:nowrap">un-revoked</FONT> requests from stockholders holding in the aggregate less than the requisite number of shares required in order for the stockholders to request the
calling of a special meeting, the Board of Directors, in its discretion, may cancel the special meeting. A special meeting request shall be deemed revoked (and any meeting scheduled in response may be canceled) if the stockholders submitting the
special meeting request, and any beneficial owners on whose behalf they are acting, do not continue to own (as defined in Article I, Section&nbsp;9A(d)(ii) below) at least the Requisite Percentage at all times between the date the special meeting
request is received by the Corporation and the date of the applicable special meeting of stockholders, and the requesting stockholder(s) shall promptly notify the Secretary of any decrease in ownership of shares of the Corporation that results in
such a revocation. If, as a result of any such revocation, there are no longer valid unrevoked written requests representing the Requisite Percentage, there shall be no requirement to call or hold a special meeting of stockholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Conduct of Special Meeting</U>. Business transacted at a special meeting requested by stockholders shall be limited to the purpose
stated in such request; provided, however, that the Board of Directors shall be able to submit additional matters to stockholders at any such special meeting. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Date and Time of Special Meetings</U>. Upon written request of any person or persons who have duly called a special meeting (other than
with respect to a special meeting requested by a stockholder pursuant to this Section&nbsp;2), it shall be the duty of the Secretary to fix the date and time of the special meeting (which date shall be not less than ten nor more than sixty days
after receipt of the request). If the Secretary shall neglect or refuse to fix the date or time of such a meeting, the person or persons calling the meeting may do so. With respect to any special meeting requested by stockholders pursuant to this
Section&nbsp;2, the Board of Directors shall fix the date and time of the special meeting, and in doing so may consider such factors as the Board of Directors deems relevant, including without limitation, the nature of the matters to be considered,
the facts and circumstances related to any request for a meeting, and any plan of the Board of Directors to call an annual meeting or special meeting. Any previously scheduled special meeting of the stockholders may be postponed by resolution of the
Board of Directors upon public notice given on or prior to the date previously scheduled for such special meeting of stockholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 2 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;3</U></B><B>.</B> <U>Location of Special Meetings</U>. Every
special meeting of the stockholders shall be held at such place within or without the State of Delaware as the Board of Directors may designate, or, in the absence of such designation, at the registered office of the Corporation in the State of
Delaware. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;4</U></B><B>.</B> <U>Notice</U>. Written notice of every meeting of the stockholders shall be
given by the Secretary to each stockholder of record entitled to vote at the meeting, by placing such notice in the mail at least ten days, but not more than sixty days, prior to the date fixed for the meeting addressed to each stockholder at his
address appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice. Any such notice shall include a statement of the purpose or purposes for which the special meeting is called. If the Secretary shall
neglect or refuse to give notice of a meeting of the stockholders, other than a special meeting requested by stockholders, the person or persons calling the meeting may do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;5</U></B><B>.</B> <U>Record Date for Meetings</U>. The Board of Directors may fix a date, which date shall not
precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which date shall be not less than ten nor more than sixty days preceding the date of any meeting of stockholders, as a record date for the
determination of stockholders entitled to notice of, or to vote at, any such meeting. The Board of Directors shall not close the books of the Corporation against transfers of shares during the whole or any part of such period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;6</U></B><B>.</B> <U>Form of Proxy</U>. The notice of every meeting of the stockholders may be accompanied by a
form of proxy approved by the Board of Directors in favor of such person or persons as the Board of Directors may select. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;7</U></B><B>. </B><U>Quorum and Voting</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Except as otherwise provided by law or by the Restated Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the
presence in person or by proxy of the holders of the outstanding shares of stock of the Corporation entitled to vote thereat and having a majority of the voting power with respect to a subject matter shall constitute a quorum for the transaction of
business as to that subject matter, and all questions with respect to a subject matter, except the election of directors, shall be decided by vote of the shares having a majority of the voting power so represented in person or by proxy at the
meeting and entitled to vote thereat. The stockholders present at any duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder (which for purposes hereof may include a signature and form of proxy pursuant to a facsimile or telegraphic form of proxy or any other instrument acceptable to the duly appointed inspector or inspectors of such
election), bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the Corporation before, or at the time of, the meeting, or by such other method as may be
permitted under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the &#147;DGCL&#148;), and approved by the Board of Directors. If such instrument shall designate two or more persons to act as
proxies, unless such instrument shall provide to the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting thereby conferred, or if only
one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the
shares as he is of the proxies representing such shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 3 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any other corporation owning voting shares in the Corporation may vote the same by its
President or by proxy appointed by him, unless some other person shall be appointed to vote such shares by resolution of the Board of Directors of such shareholder corporation. A partnership holding shares of the Corporation may vote such shares by
any general partner or by proxy appointed by any general partner. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled
to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to
vote such shares, unless in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;8</U></B><B>.</B> <U>Adjournment</U>. Except as otherwise provided by law or by the Restated Certificate of
Incorporation, the presiding officer of any meeting or the holders of a majority of the shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, whether a quorum is present, shall have the power
to adjourn the meeting from time to time, without notice other than announcement at the meeting. At any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called;
provided, that 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
adjourned meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;9</U></B><B>.</B> <U>Nominations and Proposals for Annual Meetings of Stockholders</U>.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of Directors, or (iii)&nbsp;by any stockholder of the Corporation who
(A)&nbsp;was a stockholder of record at the time of giving of the notice provided for in this Section&nbsp;9 and at the time of the annual meeting, (B)&nbsp;is entitled to vote with respect to such matter at the meeting, and (C)&nbsp;complies with
the notice procedures set forth in this Section&nbsp;9. At any annual meeting of stockholders, the presiding officer of such meeting may announce the nominations and other business to be considered which are set forth in the Corporation&#146;s
notice of meeting and proxy statement and, by virtue thereof, such nominations and other business so announced shall be properly before such meeting and may be considered and voted upon by the stockholders of the Corporation entitled to vote thereat
without further requirement of nomination, motion or second. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii)&nbsp;of Paragraph (a)&nbsp;of this Section&nbsp;9, the stockholder making such nominations or proposing such other business must theretofore have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder&#146;s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year&#146;s annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30&nbsp;days before or more than 60&nbsp;days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder&#146;s notice as described above. To be in proper form, a stockholder&#146;s notice to the Secretary must: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 4 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) set forth, as to the stockholder giving the notice and the Stockholder
Associated Person (which is defined as any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, any affiliate or associate (as such terms are defined for purposes of the Exchange Act) of the
stockholder and any other person acting in concert with any of them, and any person controlling, controlled by or under common control with such person), if any, on whose behalf the nomination or proposal is made (A)&nbsp;the name and address of
such stockholder, as they appear on the Corporation&#146;s books, and of such Stockholder Associated Person, if any, (B)&nbsp;the class or series and number of shares of the Corporation that are owned beneficially and of record by such stockholder
and such Stockholder Associated Person, if any, as of the date of such notice (which information shall be supplemented by such stockholder and Stockholder Associated Person not later than 10&nbsp;days after the record date for the meeting to
disclose such ownership as of the record date), and (C)&nbsp;any other information relating to such stockholder and Stockholder Associated 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, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section&nbsp;14 of the Exchange Act; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) if the notice relates to any business other than the nomination of a director that the stockholder proposes to bring
before the meeting, set forth (A)&nbsp;a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated
Person, if any, in such business, (B)&nbsp;a description of all agreements, arrangements and understandings between such stockholder and Stockholder Associated Person and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10&nbsp;days after the record date for the meeting for any such agreements, arrangements or
understandings in effect but not previously disclosed as of the record date), and (C)&nbsp;a description of all agreements, arrangements or understandings (including without limitation any derivative or short positions, profit interests, options,
hedging transactions, and borrowed or loaned shares) that have been entered into as of the date of the stockholder&#146;s notice by, or on behalf of, such stockholder or Stockholder Associated Person, the effect or intent of which is to mitigate
loss, manage risk or benefit from changes in the share price of the common stock of the Corporation or any series of preferred stock of the Corporation or any other series or class of stock of the Corporation as set forth in the Restated Certificate
of Incorporation, or maintain, increase or decrease the voting power of the stockholder or Stockholder Associated Person with respect to any common stock of the Corporation or any series of preferred stock of the Corporation or any other series or
class of stock of the Corporation as set forth in the Restated Certificate of Incorporation (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10 days after the record date for the meeting for any
such agreements, arrangements or understandings in effect but not previously disclosed as of the record date); </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) set
forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director (A)&nbsp;all information relating to such 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 in a contested election pursuant to Section&nbsp;14 of the Exchange Act (including such person&#146;s written consent to being named in the proxy statement as
a nominee and to serving as a director if elected) and (B)&nbsp;a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 5 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
effect and during the past three years, and any other relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates,
or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that
would be required to be disclosed pursuant to Item 404 promulgated under Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> if the stockholder making the nomination and any Stockholder Associated Person on whose behalf the nomination is made, if
any, or any affiliate or associate thereof or person acting in concert therewith, were the &#147;registrant&#148; for purposes of such rule and the nominee were a director or executive officer of such registrant; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed
questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation 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&#146;s understanding of the independence, or lack thereof, of such nominee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding anything in the second sentence of Paragraph&nbsp;(b) of this Section&nbsp;9 to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased, whether by increase in the size of the Board of Directors, or by any vacancy in the Board of Directors to be filled at such annual meeting,
and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70&nbsp;days prior to the first anniversary of the preceding year&#146;s annual
meeting, a stockholder&#146;s notice required by this Section&nbsp;9 shall also be considered timely, but only with respect to nominees for such vacant positions and for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;9A</U></B><B>.</B> <U>Proxy Access for Director Nominations</U>. The Corporation shall include in its proxy
statement for its annual meeting of stockholders the name, together with the Required Information (as defined below), of any person nominated for election (a &#147;Stockholder Nominee&#148;) to the Board of Directors by a stockholder that satisfies,
or by a group of no more than 20 stockholders that satisfy, the requirements of this Section&nbsp;9A (an &#147;Eligible Stockholder&#148;), and that expressly elects at the time of providing the notice required by this Section&nbsp;9A (the
&#147;Nomination Notice&#148;) to have its nominee included in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Delivery of Nomination Notice</U>. A stockholder&#146;s Nomination Notice, together with the Required Information, must be delivered to
the Secretary of the Corporation not less than 120 days and not more than 150 days prior to the one year anniversary of the preceding year&#146;s annual stockholder meeting; provided, however, that if the date of the annual stockholder meeting is
more than 30 days before or more than 60 days after such anniversary date, the Nomination Notice must be so delivered not later than the 120th day prior to such annual stockholder meeting, or, if later, the 10th day following the day on which public
announcement of the date of such annual stockholder meeting was first made. In no event shall the public announcement of an adjournment or postponement of an annual stockholder meeting commence a new time period (or extend any time period) for the
giving of a Nomination Notice as described above. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Required Information</U>. For purposes of this Section&nbsp;9A, the &#147;Required
Information&#148; that the Corporation will include in its proxy statement is (i)&nbsp;the information concerning the Stockholder Nominee and the Eligible Stockholder that, as determined by the Board of Directors, is required to be disclosed in the
Corporation&#146;s proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (ii)&nbsp;if the Eligible Stockholder so elects, a written statement not to exceed 500 words, in support of the Stockholder
Nominee&#146;s candidacy (the &#147;Statement&#148;), which must be provided at the same time as the Nomination Notice. Notwithstanding anything to the contrary contained in this Section&nbsp;9A, the Corporation may omit from its proxy materials any
information or Statement (or portion thereof) that (A)&nbsp;directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations,
without factual foundation, with respect to, any person; or (B)&nbsp;would violate any applicable law or regulation. Nothing in this Section&nbsp;9A shall limit the ability of the Corporation to solicit proxies against the Stockholder Nominee or to
include in its own proxy materials the Corporation&#146;s own statements or any other additional information relating to any Eligible Stockholder or Stockholder Nominee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Number of Stockholder Nominees</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The number of Stockholder Nominees appearing in the Corporation&#146;s proxy materials with respect to an annual
stockholder meeting pursuant to this Section&nbsp;9A shall not exceed the greater of (A)&nbsp;two or (B) 20% of the number of directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this Section&nbsp;9A, or
if such amount is not a whole number, the closest whole number below 20%; provided, however, that this maximum number shall be reduced, but not below zero, by the number of (I)&nbsp;Stockholder Nominees that were submitted by an Eligible Stockholder
for inclusion in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board nominees, and (II)&nbsp;director candidates for which the
Corporation shall have received one or more valid stockholder notices (whether or not subsequently withdrawn) nominating director candidates pursuant to Section&nbsp;9. In the event that one or more vacancies for any reason occurs on the Board of
Directors after the last day on which a Nomination Notice can be delivered pursuant to this Section&nbsp;9A but before the date of the annual stockholder meeting and the Board of Directors resolves to reduce the size of the Board of Directors in
connection therewith, the maximum number of Stockholder Nominees included in the Corporation&#146;s proxy materials shall be calculated based on the number of directors as so reduced. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section&nbsp;9A exceeds this
maximum number, each Eligible Stockholder will select one Stockholder Nominee for inclusion in the Corporation&#146;s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the common
stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Nomination Notice submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this
selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Following the determination of which Stockholder Nominees shall be included in the Corporation&#146;s proxy materials, if
any Stockholder Nominee who satisfies the eligibility requirements herein is thereafter: nominated by the Board of Directors; is otherwise not included in the Corporation&#146;s proxy materials; or is not submitted for director election for any
reason (including the Eligible Stockholder&#146;s or Stockholder Nominee&#146;s failure to comply with the requirements herein), no other nominee or nominees shall be included in the Corporation&#146;s proxy materials or otherwise submitted for
director election in substitution thereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The Corporation shall not be required to include pursuant to this
Section&nbsp;9A any Stockholder Nominee in its proxy materials for any meeting of stockholders (A)&nbsp;if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a
&#147;participant&#148; in another person&#146;s, &#147;solicitation&#148; within the meaning of <FONT STYLE="white-space:nowrap">Rule&nbsp;14a-1(l)</FONT> under the Exchange Act in support of the election of any individual as a director at the
meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (B)&nbsp;who is not independent under the Applicable Independence Standards (as defined below), as determined by the Board of Directors, (C)&nbsp;who serves as an
executive officer of a company where a Corporation employee director serves on the Board of Directors, (D)&nbsp;whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Restated
Certificate of Incorporation, the listing standards of the principal exchange upon which the Corporation&#146;s common stock is traded, or any applicable law, rule or regulation, (E)&nbsp;who is or has been, within the past three years, an officer
or director of a competitor, as defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914, (F) who is a named subject of a pending criminal proceeding (excluding minor traffic violations and other minor offenses) or has been convicted in such a
criminal proceeding within the past ten years, (G)&nbsp;who is subject to any order of the type specified in Rule&nbsp;506(d) of Regulation&nbsp;D promulgated under the Securities Act of 1933, as amended, (H)&nbsp;if such Stockholder Nominee or the
applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of
the circumstances under which it was made, not misleading, as determined by the Board of Directors, or (I)&nbsp;if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such
Eligible Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)
Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding
that proxies in respect of such vote may have been received by the Corporation, if (A)&nbsp;the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this
Section&nbsp;9A, as determined by the Board of Directors or the person presiding at the annual stockholder meeting, or (B)&nbsp;the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual stockholder meeting to
present any nomination pursuant to this Section&nbsp;9A. For purposes of this Section&nbsp;9A, to be considered a qualified representative of the Eligible Stockholder, a person must be authorized by a writing executed by such Eligible Stockholder,
or an electronic transmission delivered by such Eligible Stockholder, to act for such Eligible Stockholder as proxy at the annual stockholder meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of
the writing or electronic transmission, at the annual stockholder meeting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Ownership Requirements</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) An Eligible Stockholder must have owned (as defined herein) 3% or more of the Corporation&#146;s outstanding common stock
continuously for at least three years (the &#147;Required Shares&#148;) as of both (A)&nbsp;a date within seven days prior to the date of the Nomination Notice and (B)&nbsp;the record date for determining stockholders entitled to vote at the annual
stockholder meeting. The Eligible Stockholder must continue to own the Required Shares through the annual stockholder meeting date. For purposes of satisfying the foregoing ownership requirement under this Section&nbsp;9A, (I)&nbsp;the shares of the
common stock of the Corporation owned by one or more stockholders, or by the person or persons who own shares of the common stock of the Corporation and on whose behalf any stockholder is acting, may be aggregated, provided that the
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and (II)&nbsp;a group of funds under common management and investment
control shall be treated as one stockholder or person for this purpose. No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section&nbsp;9A. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) For purposes of Paragraph (a)&nbsp;of Section&nbsp;2 and this Section&nbsp;9A, an Eligible Stockholder shall be deemed to
&#147;own&#148; only those outstanding shares as to which the stockholder possesses both (A)&nbsp;the full voting and investment rights pertaining to the shares and (B)&nbsp;the full economic interest in (including the opportunity for profit and
risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A)&nbsp;and (B) shall not include any shares (I)&nbsp;sold by such stockholder or any of its affiliates in any transaction that has not been
settled or closed, including any short sale, (II)&nbsp;borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell, or (III)&nbsp;subject to any
option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based
on the notional amount or value of shares, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (a)&nbsp;reducing in any manner, to any extent or at any time in the future, such stockholder&#146;s or
its affiliates&#146; full right to vote or direct the voting of any such shares, and/or (b)&nbsp;hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">A stockholder shall be deemed to &#147;own&#148; shares held in the name of a nominee or other intermediary so long as the
stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A&nbsp;person&#146;s ownership of shares shall be deemed to continue during any
period in which (A)&nbsp;the person has loaned such shares, provided that the person has the power to recall such loaned shares on three business days&#146; notice; or (B)&nbsp;the person has delegated any voting power by means of a proxy, power of
attorney or other instrument or arrangement that is revocable at any time by the person. The terms &#147;owned,&#148; &#147;owning&#148; and other variations of the word &#147;own&#148; shall have correlative meanings. Whether outstanding shares of
the common stock of the Corporation are &#147;owned&#148; for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Agreements of the Eligible Stockholder</U>. An Eligible Stockholder shall: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, provide the following
information in writing to the Secretary of the Corporation: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) one or more written statements from the record holder of
the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven days prior to the date of the Nomination Notice, the Eligible Stockholder
owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder&#146;s agreement to provide, within five business days after the record date for the annual stockholder meeting, written statements
from the record holder and intermediaries verifying the Eligible Stockholder&#146;s continuous ownership of the Required Shares through the record date; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) a written statement as to whether or not the Eligible Stockholder intends to
maintain ownership of the Required Shares for at least one year following the annual stockholder meeting; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) the written
consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected, together with the information and representations that would be required to be set forth in a stockholder&#146;s notice
of a nomination pursuant to Section&nbsp;9 of this Article I; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) a copy of the Schedule 14N that has been filed with the
Securities and Exchange Commission as required by Rule <FONT STYLE="white-space:nowrap">14a-18</FONT> under the Exchange Act, as such rule may be amended; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(E) a representation and warranty that the Eligible Stockholder (including each member of any group of stockholders that
together is an Eligible Stockholder under this Section&nbsp;9A)&nbsp;(I) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such
intent, (II)&nbsp;has not nominated and will not nominate for election to the Board of Directors at the annual stockholder meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section&nbsp;9A, (III)&nbsp;has not
engaged and will not engage in, and has not and will not be a &#147;participant&#148; in another person&#146;s, &#147;solicitation&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">14a-1(l)</FONT> under the Exchange Act in support of
the election of any individual as a director at the annual stockholder meeting other than its Stockholder Nominee or a nominee of the Board of Directors, and (IV)&nbsp;will not distribute to any stockholder any form of proxy for the annual
stockholder meeting other than the form distributed by the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(F) in the case of a nomination by a group of
stockholders that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any
withdrawal of the nomination; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(G) an undertaking that the Eligible Stockholder agrees to (I)&nbsp;own the Required
Shares through the date of the annual stockholder meeting, (II)&nbsp;assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder&#146;s communications with the stockholders of the Corporation or out
of the information that the Eligible Stockholder provided to the Corporation, (III)&nbsp;indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection
with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the
Eligible Stockholder in connection with its efforts to elect the Stockholder Nominee pursuant to this Section&nbsp;9A, (IV)&nbsp;comply with all other laws and regulations applicable to any solicitation in connection with the annual stockholder
meeting, and (V)&nbsp;provide to the Corporation prior to the annual stockholder meeting such additional information as necessary with respect thereto. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) file with the Securities and Exchange Commission any solicitation or other communication with the Corporation&#146;s
stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such
solicitation or other communication under Regulation 14A of the Exchange Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>Agreements of the Stockholder Nominee</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, a Stockholder Nominee must
deliver to the Secretary of the Corporation a written representation and agreement that the Stockholder Nominee (A)&nbsp;is not and will not become a party to (I)&nbsp;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 &#147;Voting&nbsp;Commitment&#148;) that has not been disclosed to the Corporation, or
(II)&nbsp;any Voting Commitment that could limit or interfere with the Stockholder Nominee&#146;s ability to comply, if elected as a director of the Corporation, with the Stockholder Nominee&#146;s fiduciary duties under applicable law, (B)&nbsp;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 Stockholder Nominee that has not been disclosed to the Corporation, and 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, if elected, (C)&nbsp;will comply with all the Corporation&#146;s corporate governance, conflict of interest, confidentiality and stock
ownership and trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors, as well as any applicable law, rule or regulation or listing requirement, and (D)&nbsp;is qualified and intends to serve as a
director for the entire term for which he or she is standing for election. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) At the request of the Corporation, the
Stockholder Nominee must submit all completed and signed questionnaires required of the Corporation&#146;s directors and officers. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if
each Stockholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the Corporation&#146;s common stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed
standards used by the Board of Directors in determining and disclosing the independence of the Corporation&#146;s directors (the &#147;Applicable Independence Standards&#148;). If the Board of Directors determines that the Stockholder Nominee is not
independent under the Applicable Independence Standards, the Stockholder Nominee will not be eligible for inclusion in the Corporation&#146;s proxy materials. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <U>Authority of the Board of Directors</U>. The Board of Directors (and any other person or body authorized by the Board of Directors)
shall have the power and authority to interpret this Section&nbsp;9A and to make any and all determinations necessary or advisable to apply this Section&nbsp;9A to any persons, facts or circumstances, including the power to determine
(i)&nbsp;whether a person or group of persons qualifies as an Eligible Stockholder; (ii)&nbsp;whether outstanding shares of the Corporation&#146;s common stock are &#147;owned&#148; for purposes of meeting the ownership requirements of this
Section&nbsp;9A; (iii)&nbsp;whether any and all requirements of this Section&nbsp;9A have been satisfied, including a Nomination Notice; (iv)&nbsp;whether a person satisfies the qualifications and requirements to be a Stockholder Nominee, including
any publicly disclosed standards used by the Board of Directors in determining the qualifications of nominees; and (v)&nbsp;whether inclusion of the Required Information in the Corporation&#146;s proxy statement is consistent with all applicable
laws, rules, regulations and listing standards. Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all
persons, including the Corporation and all record or beneficial owners of stock of the Corporation. This Section&nbsp;9A shall be the exclusive means for stockholders to include nominees for election as a director of the Corporation in the
Corporation&#146;s proxy statement and on its form of proxy for an annual stockholder meeting. For avoidance of doubt, the provisions of this Section&nbsp;9A shall not apply to a special meeting of stockholders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;10</U></B><B>.</B> <U>Special Meetings of Stockholders</U>. Only
such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation&#146;s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to the Corporation&#146;s notice of meeting (a)&nbsp;by or at the direction of the Board of Directors, (b)&nbsp;provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the Corporation who (i)&nbsp;is a stockholder of record at the time of giving of notice provided for in this Section&nbsp;10 and at the time of the special meeting, (ii)&nbsp;is
entitled to vote at the meeting and (iii)&nbsp;complies with the notice procedures set forth in this Section&nbsp;10 or (c)&nbsp;in the case of a special meeting requested by stockholders pursuant to Section&nbsp;2 of this Article I, by the
requesting stockholders. In the event the Corporation calls a special meeting of stockholders (other than a special meeting requested by stockholders) for the purpose of electing one or more directors to the Board of Directors, any stockholder
described in Paragraph (b)&nbsp;of this Section&nbsp;10&nbsp;may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation&#146;s notice of meeting, if the stockholder&#146;s notice required
by Paragraph (b)&nbsp;of Section&nbsp;9 of this Article&nbsp;I (including the completed and signed questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I) shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special
meeting commence a new time period for the giving of a stockholder&#146;s notice as described above. Notwithstanding any other provision of these Bylaws, in the case of a special meeting requested by stockholders pursuant to Section&nbsp;2 of this
Article I, no stockholder may nominate a person for election to the Board of Directors or propose any business to be considered at the meeting, except pursuant to the request for such special meeting pursuant to Section&nbsp;2 of this Article I.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;11</U></B><B>.</B> <U>General</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Only such persons who are nominated in accordance with the procedures set forth in Sections&nbsp;2, 9, 9A and 10 of this Article I shall be
eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth therein. Except as otherwise provided by law, the
Restated Certificate of Incorporation or these Bylaws, the presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case
may be, in accordance with the procedures set forth in these Bylaws, and if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal shall be disregarded. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For purposes of Sections 9, 9A and 10 of this Article I, &#147;public announcement&#148; shall mean disclosure in a press release reported
by the Dow Jones News Services, Associated Press, Reuters or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange
Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding the provisions of Sections&nbsp;2, 9, 9A, 10 and 11 of this Article&nbsp;I, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in these Bylaws shall be deemed to affect any rights (i)&nbsp;of stockholders to request inclusion of
proposals in the Corporation&#146;s proxy statement pursuant to Rule <FONT STYLE="white-space:nowrap">14a-8</FONT> under the Exchange Act or (ii)&nbsp;of the holders of any class or series of Preferred Stock of the Corporation if and to the extent
provided under law, the Restated Certificate of Incorporation or these Bylaws. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 12 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;12</U></B><B>.</B> <U>Required Vote for Directors</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Majority Vote</U>. Each director to be elected by stockholders shall be elected by the vote of the majority of the votes cast at any
meeting for the election of directors at which a quorum is present. For purposes of this Section&nbsp;12, a majority of votes cast shall mean that the number of shares voted &#147;for&#148; a director&#146;s election exceeds 50% of the number of
votes cast with respect to that director&#146;s election. Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director&#146;s election. Notwithstanding the foregoing, in the event of a
contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a contested election shall mean any
election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
<U>Resignation</U>. If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors. The
Nominating/Governance and Public Policy Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the
tendered resignation, taking into account the Nominating/Governance and Public Policy Committee&#146;s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated
means of communication) its decision regarding the tendered resignation and the rationale behind the Board&#146;s decision within 90&nbsp;days from the date of the certification of the election results. The Nominating/Governance and Public Policy
Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not
participate in the recommendation of the Nominating/Governance and Public Policy Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director&#146;s resignation is not accepted by the Board
of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director&#146;s resignation is accepted by the Board of Directors
pursuant to this Section&nbsp;12, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of
Section&nbsp;2 of Article&nbsp;II or may decrease the size of the Board of Directors pursuant to the provisions of Section&nbsp;1 of Article&nbsp;II of these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;13</U></B><B>.</B> <U>Submission of Questionnaire, Representation and Agreement</U>. 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 Sections&nbsp;9 and 10 above) to the Secretary of the Corporation at the
principal executive offices of the Corporation a written and signed questionnaire (in the form customarily used by the Corporation for its directors) 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: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) will abide by the requirements of Section&nbsp;12 of this Article I, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) is not and will not become a party to (i)&nbsp;any Voting Commitment that has not been disclosed to the Corporation or (ii)&nbsp;any Voting
Commitment that could limit or interfere with such persons&#146; ability to comply, if elected as a director of the Corporation, with such person&#146;s fiduciary duties under applicable law, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 13 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) in such person&#146;s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, (i)&nbsp;is
qualified and intends to serve as a director for the entire term for which he or she is standing for election, and (ii)&nbsp;would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed
corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;14</U></B><B>.</B> <U>Written Consent in Lieu of Meeting Not Permitted</U>. In accordance with Article&nbsp;VI
of the Restated Certificate of Incorporation, the stockholders shall not be entitled to consent to corporate action in writing without a meeting. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BOARD OF
DIRECTORS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;1</U></B><B>.</B> <U>Management and Composition</U>. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise fixed pursuant to the provisions of the Restated Certificate of Incorporation relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors shall be as fixed in such manner as may be determined by the vote of not less than a
majority of the directors then in office, but shall not be less than five nor more than thirteen directors. The directors shall be elected as provided in the Restated Certificate of Incorporation at the annual meeting of stockholders, except as
provided in Section&nbsp;10 of Article I or Section&nbsp;2 of this Article&nbsp;II. Each director shall hold office for the full term to which he shall have been elected and until his successor is duly elected and shall qualify, or until his earlier
death, resignation or removal. A director need not be a resident of the State of Delaware or a stockholder of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;2</U></B><B>.</B> <U>Vacancy</U>. Any vacancy in the Board of Directors, including vacancies resulting from an
increase in the number of directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum. Subject to the foregoing, directors elected to fill a vacancy shall hold office for a term expiring at the next
annual meeting of stockholders at which directors are elected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;3</U></B><B>.</B> <U>Resignation</U>. Any
director may resign at any time by written notice to the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;4</U></B><B>.</B> <U>Regular Meetings</U>.
Regular meetings of the Board of Directors shall be held at such place or places within or without the State of Delaware, at such hour and on such day as may be fixed by resolution of the Board of Directors, without further notice of such meetings.
The time or place of holding regular meetings of the Board of Directors may be changed by the Chairman of the Board or the Chief Executive Officer by giving written notice thereof as provided in Section&nbsp;6 of this Article II. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;5</U></B><B>.</B> <U>Special Meetings</U>. Special meetings of the Board of Directors shall be held, whenever
called by the Chairman of the Board or the Chief Executive Officer, by a majority of the Board of Directors or by resolution adopted by the Board of Directors, at such place or places within or without the State of Delaware as may be stated in the
notice of the meeting. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 14 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;6</U></B><B>.</B> <U>Notice</U>. Written notice of the time and
place of all special meetings of the Board of Directors, and written notice of any change in the time or place of holding the regular meetings of the Board of Directors, shall be given to each director either personally or by mail, telephone,
express delivery service, facsimile, telex or similar means of communication at least one day before the date of the meeting; provided, however, that notice of any meeting need not be given to any director if waived by him in writing, or if he shall
be present at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;7</U></B><B>.</B> <U>Quorum, Majority Vote, Participation</U>. A majority of
the directors in office shall constitute a quorum of the Board of Directors for the transaction of business; but a lesser number may adjourn from day to day until a quorum is present. The directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum, provided however, that such remaining directors constitute not less than <FONT STYLE="white-space:nowrap">one-third</FONT> of the
total number of directors. Except as otherwise provided by law or in these Bylaws, all questions shall be decided by the vote of a majority of the directors present. Directors may participate in any meeting of the directors, and members of any
committee of directors may participate in any meeting of such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and such participation
shall constitute presence in person at any such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;8</U></B><B>.</B> <U>Written Consent in Lieu of
Meeting</U>. Any action which may be taken at a meeting of the directors or members of any committee of directors may be taken without a meeting if all of the directors or members of such committee of directors, as the case may be, consent thereto
in writing or by electronic transmission, and the writing or writings or copies of the electronic transmission or transmissions shall be filed with the Secretary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;9</U></B><B>.</B> <U>Compensation</U>. Directors shall be entitled to such compensation for their services as
may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors or any meeting
of a committee of directors. No provision of these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>COMMITTEES
OF DIRECTORS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;1</U></B><B>.</B> <U>Committees</U>. The Board of Directors may, by resolution adopted by
a majority of the whole Board, designate one or more committees of the Board as they shall so determine. The Board, by resolution adopted by a majority of the whole Board, shall designate an Audit Committee, a Compensation Committee and a
Nominating/Governance and Public Policy Committee. Each of the Audit Committee, Compensation Committee, Nominating/Governance and Public Policy Committee, and any other committee created by the Board shall adopt and publish a written charter
describing the committee&#146;s duties and responsibilities in accordance with applicable securities laws, the requirements of any exchange on which the Corporation&#146;s common stock is listed and the resolutions adopted by the Board applicable to
such committee. Any committee of the Board designated by the Board of Directors shall consist of one or more of the directors of the Corporation. The committees are governed by the same rules regarding meetings, action without meetings, notice and
waiver of notice as are applicable to the Board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;2</U></B><B>.</B> <U>Authority</U>. Any committee of the
Board designated by the Board of Directors shall have and may, except as otherwise limited by statute, the Restated Certificate of Incorporation or these Bylaws, exercise such powers and authority of the Board of Directors in the management of the
business of the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 15 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Corporation as may be provided in the resolution adopted by the Board of Directors designating such committee of the Board of Directors and in the committee&#146;s charter (if the committee has
adopted a charter). Each committee of the Board of Directors may authorize the seal of the Corporation to be affixed to all papers that may require it. The Board of Directors may designate one or more directors as alternate members of any committee
of the Board of Directors who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;3.</U></B> <U>Audit Committee</U>. The Audit Committee shall have the powers, duties and responsibilities set
forth in its charter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;4</U></B><B>.</B> <U>Compensation Committee</U>. The Compensation Committee shall
review the Corporation&#146;s compensation policies and programs and assist the Board with its responsibilities relating to compensation of the Corporation&#146;s executives and directors, and shall otherwise have the powers, duties and
responsibilities set forth in its charter. The Compensation Committee may also delegate to the Chief Executive Officer or such other executive officer as the Compensation Committee may determine the authority to approve and cause to be placed into
effect amendments to employee benefit plans deemed necessary or appropriate in order to comply with any applicable federal or state statute or regulation or otherwise deemed advisable by the Chief Executive Officer or such other executive officer as
the Compensation Committee may determine, provided however, that each such amendment or related series of amendments so approved shall involve costs to the Corporation not exceeding the expenditure approval authority of the Chief Executive Officer
as established from time to time by the Board, and provided further, that neither the Chief Executive Officer nor any such other executive officer shall have the authority to approve any such amendment if such amendment would (a)&nbsp;materially
increase the benefits accruing to participants under such plan, (b)&nbsp;materially modify the requirements for eligibility for participation in such plan, (c)&nbsp;increase the securities issuable under such plan or (d)&nbsp;require stockholder
approval under any provision of the Restated Certificate of Incorporation, these Bylaws, or any federal or state statute or regulation or the rules of the New&nbsp;York Stock Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;5.</U></B> <U>Nominating/Governance and Public Policy Committee</U>. The Nominating/Governance and Public
Policy Committee shall have the powers, duties and responsibilities set forth in its charter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;6</U></B><B>.</B> <U>Minutes</U>. Each committee of directors shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;7</U></B><B>.</B> <U>Compensation</U>. Members of
special or standing committees of the Board shall be entitled to receive such compensation for serving on such committees as the Board of Directors shall determine. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CHAIRMAN OF
THE BOARD </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Chairman of the Board of Directors, if there be one, shall be elected from among the directors, shall have the power to preside at all
meetings of the Board of Directors and to sign (together with the Secretary or an Assistant Secretary) certificates for shares of the Corporation, and shall have such other powers and shall be subject to such other duties as the Board of Directors
may from time to time prescribe. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 16 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE V. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;1</U></B><B>.</B> <U>Officers</U>. The officers of the Corporation shall consist of a Chief Executive Officer,
a President, one or more Vice Presidents, any one or more of which may be designated an Executive Vice President or a Senior Vice President, a Chief Financial Officer, a Secretary, a Treasurer and a Controller. The Board of Directors may appoint
such other officers and agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as
shall be determined by the Board of Directors. Any two or more offices may be held by the same person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;2</U></B><B>.</B> <U>Election of Officers</U>. The officers of the Corporation shall be elected annually by the
Board of Directors at a regular meeting of the Board of Directors held immediately prior to, or immediately following, the annual meeting of stockholders, or as soon thereafter as conveniently possible. Each officer shall hold office until his
successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;3</U></B><B>.</B> <U>Removal</U>. Any officer or agent elected or appointed by the Board of Directors may be
removed without cause by the Board of Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any
officer may resign at any time by giving written notice to the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;4</U></B><B>.</B>
<U>Vacancy</U>. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;5</U></B><B>.</B> <U>Salary</U>. The salaries of all officers and agents of the Corporation shall be fixed by
the Board of Directors or pursuant to its direction, and no officer shall be prevented from receiving such salary by reason of his also being a director. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;6</U></B><B>.</B> <U>Authority</U>. The Chief Executive Officer, the President and each Vice President shall
have authority to sign any deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Board of Directors or any duly authorized committee thereof, or if so authorized in
any approval authority policy or procedure adopted by or at the direction of the Board of Directors, or if not inconsistent with the Restated Certificate of Incorporation, these Bylaws, any action of the Board of Directors or any duly authorized
committee thereof or any such policy or procedure, and, together with the Secretary or any other officer of the Corporation thereunto authorized by the Board, may sign any certificates for shares of the Corporation which the Board of Directors has
authorized to be issued, except in cases where the signing and execution of any such instrument or certificate has been expressly delegated by these Bylaws or by the Board to some other officer or agent of the Corporation or shall be required by law
to be otherwise executed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;7</U></B><B>.</B> <U>Chief Executive Officer</U>. The Chief Executive Officer
shall serve as general manager of the business and affairs of the Corporation and shall report directly to the Board of Directors, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive
Officer shall preside at all meetings of the stockholders. In the absence of the Chairman of the Board, or if there is no Chairman of the Board, the Chief Executive Officer shall also preside at all meetings of the Board of Directors unless the
Board of Directors shall have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Board of Directors matters of general policy for the Corporation; he shall keep the Board of Directors fully informed and
shall consult with them concerning </P>
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the business of the Corporation. Subject to the supervision, approval and review of his actions by the Board of Directors, the Chief Executive Officer shall have authority to cause the employment
or appointment of and the discharge of assistant officers, employees and agents of the Corporation, and to fix their compensation; and to suspend for cause, pending final action by the Board of Directors, any officer subordinate to the Chief
Executive Officer. The Chief Executive Officer shall vote, or give a proxy to any other officer of the Corporation to vote, all shares of stock of any other corporation (or any partnership or other interest in any partnership or other enterprise)
standing in the name of the Corporation, and in general he shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors. The Chief Executive Officer shall
designate the person or persons who shall exercise his powers and perform his duties in his absence or disability and the absence or disability of the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;8</U></B><B>.</B> <U>President</U>. The President shall in general supervise and control the business
operations of the Corporation subject to the control of the Board of Directors and Chief Executive Officer. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall preside at all meetings of the Board of
Directors and, in the absence of the Chief Executive Officer, he shall preside at all meetings of the stockholders of the Corporation, unless in either case the Board of Directors shall have chosen another presiding officer. He shall keep the Chief
Executive Officer fully informed and shall consult with him concerning the business of the Corporation. He shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the Chief Executive Officer, unless such authority shall have been designated by
the Board of Directors or Chief Executive Officer to another person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;9</U></B><B>.</B> <U>Vice
Presidents</U>. The Vice Presidents shall perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;10</U></B><B>.</B> <U>General Counsel, Chief Legal Officer</U>. The Chief Executive Officer shall appoint a
general counsel or chief legal officer of the Corporation, who shall have charge of all matters of legal importance to the Corporation and shall keep the Board of Directors, the Chief Executive Officer and the President advised of the character and
progress of all legal proceedings and claims by and against the Corporation, or in which it is interested by reason of its ownership of or affiliation with other corporations or entities; when requested by the Board of Directors, the Chief Executive
Officer or the President, render his opinion upon any subjects of interest to the Corporation which may be referred to him; monitor activities of the Corporation to assure that the Corporation complies with the laws applicable to the Corporation and
in general perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;11</U></B><B>.</B> <U>Chief Financial Officer</U>. The Chief Financial Officer shall be the principal financial
officer of the Corporation and, unless the Board of Directors shall so designate another officer, shall also be the principal accounting officer of the Corporation. The Chief Financial Officer shall in general supervise and control the keeping and
maintaining of proper and correct accounts of the Corporation&#146;s assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, shares, properties and business transactions, as well as all funds, securities, evidences of
indebtedness and other valuable documents of the Corporation. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning financial matters affecting the Corporation and shall render such reports to the Board of
Directors, the Chief Executive Officer or the President as they may request. He shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief
Executive Officer or the President. </P>
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and record and have custody of, the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; be
custodian of the corporate records and of the seal of the Corporation; sign with the Chairman of the Board, the President or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of
the Board of Directors; and in general, perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;13</U></B><B>.</B> <U>Treasurer</U>. The Treasurer shall have charge and custody of and be responsible for all
funds of the Corporation; and in general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;14</U></B><B>.</B> <U>Controller</U>. The Controller shall have charge and supervision of and be responsible
for the accounting function of the Corporation and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, Chief Executive Officer or the President. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VI. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SEAL
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The seal of the Corporation shall be in such form as the Board of Directors shall prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATES OF STOCK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The shares of stock
of the Corporation shall be represented by certificates of stock, provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation&#146;s stock may be
uncertificated shares. Owners of shares of the stock of the Corporation shall be recorded in the share transfer records of the Corporation and ownership of such shares shall be evidenced by a certificate or book entry notation in the share transfer
records of the Corporation. Any certificates representing shares of stock of the Corporation shall be signed by the Chairman of the Board, the President or such Vice President or other officer as may be designated by the Board of Directors, and
countersigned by the Secretary or an Assistant Secretary, and if such certificates of stock are signed or countersigned by a transfer agent other than the Corporation, or by a registrar other than the Corporation, such signature of the Chairman of
the Board, President, Vice President, or other officer, and such countersignature of the Secretary or an Assistant Secretary, or any of them, may be executed in facsimile, engraved or printed. In case any officer who has signed or whose facsimile
signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not
ceased to be such at the date of its issuance. Said certificate of stock shall be in such form as the Board of Directors may from time to time prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VIII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;1</U></B><B>.</B> Each director or officer of the Corporation who was or is made a party or is threatened to be
made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a &#147;proceeding&#148;), by reason of the fact that he, or a person of whom he
is the legal representative, is or was a director or officer 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, <FONT
STYLE="white-space:nowrap">non-profit</FONT> or charitable organization, or other </P>
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enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL (but, in the case of any amendment thereto, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such
person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. The right to indemnification
conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires,
the payment of such expenses incurred by a director or officer in his capacity as a director or officer (but not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation,
service with respect to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under the applicable provisions of the DGCL. The Corporation may, by action of its Board of Directors or as required pursuant to the
Restated Certificate of Incorporation, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section</U></B><B><U></U></B><B><U>&nbsp;2</U></B><B>. </B>The indemnification and advancement of expenses provided herein shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders, vote of disinterested directors, insurance arrangement or otherwise, both as to action in his official
capacity and as to action in another capacity or holding such office. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IX. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDMENTS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">These Bylaws may be altered,
amended, added to or repealed by the Board of Directors, acting by a majority vote of the members of the Board of Directors in office, or by the stockholders having voting power with respect thereto, provided that in the case of amendments by
stockholders, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock, voting together as a single class, shall be required to alter, amend or repeal any provision of the Bylaws. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit 3.02 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>VALERO ENERGY CORPORATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BYLAWS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Amended and
Restated effective as of September&nbsp;<STRIKE>21, 2016</STRIKE><U>20, 2017</U>) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MEETINGS OF STOCKHOLDERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Date, Time and Location of Annual Meeting</U>. The annual meeting of stockholders shall be held at such date and time and at
such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting for the purposes of electing directors and of transacting such other business as may properly come before the meeting. At least ten
days&#146; notice shall be given to the stockholders of the date, time and place so fixed. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to
the date previously scheduled for such annual meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(a) Calling of Special Meetings</U>. Except as otherwise provided by law or by the Restated Certificate of Incorporation of the Corporation,
as from time to time amended (the &#147;Restated Certificate of Incorporation&#148;), special meetings of the stockholders may be called only by <U>(i)&nbsp;</U>the Chief Executive Officer<STRIKE> or</STRIKE><U>, (ii)</U>&nbsp;by the Board of
Directors pursuant to a resolution adopted by a majority of the directors which the Corporation would have if there were no vacancies<STRIKE>. </STRIKE><U>, or (iii)&nbsp;by the Secretary upon the written request of stockholders owning (as defined
in Article I, Section&nbsp;9A(d)(ii) below) at least 20 percent, in the aggregate, of the voting power of the outstanding voting stock entitled to vote at such a meeting (the &#147;Requisite Percentage&#148;). The record date for determining
stockholders entitled to request a special meeting pursuant to clause (iii)&nbsp;shall be the date on which the first request for such special meeting was delivered to the Secretary. </U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(b) Stockholder Requested Special Meetings.</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(i) Any request by stockholders for a special meeting must be signed by each stockholder, or a duly authorized agent,
requesting such special meeting and include (A)&nbsp;the specific purpose of the meeting, the matters proposed to be acted on at the meeting and the reasons for conducting such business at the meeting, (B)&nbsp;the name and address of each such
stockholder and date of signature, (C)&nbsp;the number of shares of each class of stock owned of record or beneficially by each such stockholder, (D)&nbsp;documentary evidence that the requesting stockholders own the Requisite Percentage, provided
that if the requesting stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request by stockholders must also include documentary evidence that the beneficial owners on whose behalf
the special request is made beneficially own the Requisite Percentage, (E)&nbsp;all information relating to each such stockholder that would be required to be disclosed in solicitations of proxies for election of directors in an election contest
(even if an election contest is not the subject of the special meeting request) or would otherwise be required, in each case pursuant to Section&nbsp;14 of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and the rules
and regulations promulgated thereunder (or any successor provision of the Exchange Act or the rules or regulations promulgated thereunder), whether or not Section&nbsp;14 of the Exchange Act is then applicable to the Corporation, and (F)&nbsp;the
information required for matters to be properly brought by stockholders before an annual meeting of stockholders as set forth in Article I, Sections 9, 11 and 13 below, as applicable, with respect to any nomination to the Board of Directors or other
business proposed to be presented at the special meeting and as to the stockholders requesting the meeting (or the persons on whose behalf the stockholder is acting, as applicable). </U> </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(ii) A special meeting request shall not be valid (and the Secretary shall
have no obligation to call a special meeting in respect of such special meeting request) if it (A)&nbsp;does not comply with these Bylaws, (B)&nbsp;relates to an item of business that is not a proper subject for stockholder action under applicable
law, (C)&nbsp;is an item of business that is the same or substantially similar (as determined in good faith by the Board of Directors, hereafter a &#147;Similar Item&#148;) to a matter that was presented at a meeting of stockholders occurring within
ninety days preceding the date of the stockholders&#146; request for a special meeting, (D)&nbsp;a Similar Item is included in the Corporation&#146;s notice to be brought before a meeting of stockholders that has been called but not yet held,
(E)&nbsp;the special meeting request is delivered during the period commencing ninety days prior to the first anniversary of the previous year&#146;s annual meeting of stockholders and ending on the date of the next annual meeting of stockholders,
or (F)&nbsp;was made in violation of Regulation&nbsp;14A under the Exchange Act, to the extent applicable, or other applicable law.</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(iii) Stockholders may revoke the request for a special meeting at any time by written revocation delivered to the
Secretary, and if, following such revocation, there are un-revoked requests from stockholders holding in the aggregate less than the requisite number of shares required in order for the stockholders to request the calling of a special meeting, the
Board of Directors, in its discretion, may cancel the special meeting. A special meeting request shall be deemed revoked (and any meeting scheduled in response may be canceled) if the stockholders submitting the special meeting request, and any
beneficial owners on whose behalf they are acting, do not continue to own (as defined in Article I, Section&nbsp;9A(d)(ii) below) at least the Requisite Percentage at all times between the date the special meeting request is received by the
Corporation and the date of the applicable special meeting of stockholders, and the requesting stockholder(s) shall promptly notify the Secretary of any decrease in ownership of shares of the Corporation that results in such a revocation. If, as a
result of any such revocation, there are no longer valid unrevoked written requests representing the Requisite Percentage, there shall be no requirement to call or hold a special meeting of stockholders.</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(c) Conduct of Special Meeting. Business transacted at a special meeting requested by stockholders shall be limited to the purpose stated in
such request; provided, however, that the Board of Directors shall be able to submit additional matters to stockholders at any such special meeting.</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(d) Date and Time of Special Meetings.</U> Upon written request of any person or persons who have duly called a special
meeting<STRIKE>,</STRIKE><U> (other than with respect to a special meeting requested by a stockholder pursuant to this Section&nbsp;2),</U> it shall be the duty of the Secretary to fix the date and time of the special meeting (which date shall be
not less than ten nor more than sixty days after receipt of the request<STRIKE>) and to give due notice thereof.</STRIKE><U>).</U> If the Secretary shall neglect or refuse to fix the date or time of <STRIKE>the</STRIKE><U>such a</U> meeting<STRIKE>
or to give notice thereof</STRIKE>, the person or persons calling the meeting may do so.<STRIKE> Any such notice</STRIKE><U>With respect to any special meeting requested by stockholders pursuant to this Section&nbsp;2, the Board of Directors</U>
shall <STRIKE>include a statement of </STRIKE><U>fix </U>the <STRIKE>purpose or purposes for which</STRIKE><U>date and time of</U> the special meeting<STRIKE> is called</STRIKE><U>, and in doing so may consider such factors as the Board of Directors
deems relevant, including without limitation, the nature of the matters to be considered, the facts and circumstances related to any request for a meeting, and any plan of the Board of Directors to call an annual meeting or special meeting</U>. Any
previously scheduled special meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to the date previously scheduled for such special meeting of stockholders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B> <U>Location of Special Meetings</U>. Every special meeting of the stockholders
shall be held at such place within or without the State of Delaware as the Board of Directors may designate, or, in the absence of such designation, at the registered office of the Corporation in the State of Delaware. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Notice</U>. Written notice of every meeting of the stockholders shall be given by the Secretary to each stockholder of record
entitled to vote at the meeting, by placing such notice in the mail at least ten days, but not more than sixty days, prior to the date fixed for the meeting addressed to each stockholder at his address appearing on the books of the Corporation or
supplied by him to the Corporation for the purpose of notice.<U> Any such notice shall include a statement of the purpose or purposes for which the special meeting is called. If the Secretary shall neglect or refuse to give notice of a meeting of
the stockholders, other than a special meeting requested by stockholders, the person or persons calling the meeting may do so.</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B> <U>Record Date for Meetings</U>. The Board of Directors may fix a date, which date shall not precede the date upon which the
resolution fixing such record date is adopted by the Board of Directors, and which date shall be not less than ten nor more than sixty days preceding the date of any meeting of stockholders, as a record date for the determination of stockholders
entitled to notice of, or to vote at, any such meeting. The Board of Directors shall not close the books of the Corporation against transfers of shares during the whole or any part of such period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Form of Proxy</U>. The notice of every meeting of the stockholders may be accompanied by a form of proxy approved by the
Board of Directors in favor of such person or persons as the Board of Directors may select. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Quorum and Voting</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Except as otherwise provided by law or by the Restated Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the
presence in person or by proxy of the holders of the outstanding shares of stock of the Corporation entitled to vote thereat and having a majority of the voting power with respect to a subject matter shall constitute a quorum for the transaction of
business as to that subject matter, and all questions with respect to a subject matter, except the election of directors, shall be decided by vote of the shares having a majority of the voting power so represented in person or by proxy at the
meeting and entitled to vote thereat. The stockholders present at any duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder (which for purposes hereof may include a signature and form of proxy pursuant to a facsimile or telegraphic form of proxy or any other instrument acceptable to the duly appointed inspector or inspectors of such
election), bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the Corporation before, or at the time of, the meeting, or by such other method as may be
permitted under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the &#147;DGCL&#148;), and approved by the Board of Directors. If such instrument shall designate two or more persons to act as
proxies, unless such instrument shall provide to the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting thereby conferred, or if only
one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the
shares as he is of the proxies representing such shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any other corporation owning voting shares in the Corporation may vote the same by its
President or by proxy appointed by him, unless some other person shall be appointed to vote such shares by resolution of the Board of Directors of such shareholder corporation. A partnership holding shares of the Corporation may vote such shares by
any general partner or by proxy appointed by any general partner. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled
to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to
vote such shares, unless in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B> <U>Adjournment</U>. Except as otherwise provided by law or by the Restated Certificate of Incorporation, the presiding officer
of any meeting or the holders of a majority of the shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, whether a quorum is present, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting. At any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided, that 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 adjourned meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Nominations and Proposals for Annual Meetings of Stockholders</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of Directors, or (iii)&nbsp;by any stockholder of the Corporation who
(A)&nbsp;was a stockholder of record at the time of giving of the notice provided for in this Section&nbsp;9 and at the time of the annual meeting, (B)&nbsp;is entitled to vote with respect to such matter at the meeting, and (C)&nbsp;complies with
the notice procedures set forth in this Section&nbsp;9. At any annual meeting of stockholders, the presiding officer of such meeting may announce the nominations and other business to be considered which are set forth in the Corporation&#146;s
notice of meeting and proxy statement and, by virtue thereof, such nominations and other business so announced shall be properly before such meeting and may be considered and voted upon by the stockholders of the Corporation entitled to vote thereat
without further requirement of nomination, motion or second. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii)&nbsp;of Paragraph (a)&nbsp;of this Section&nbsp;9, the stockholder making such nominations or proposing such other business must theretofore have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder&#146;s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year&#146;s annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30&nbsp;days before or more than 60&nbsp;days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder&#146;s notice as described above. To be in proper form, a stockholder&#146;s notice to the Secretary must: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) set forth, as to the stockholder giving the notice and the Stockholder
Associated Person (which is defined as any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, any affiliate or associate (as such terms are defined for purposes of the <STRIKE>Securities
</STRIKE>Exchange Act<STRIKE> of 1934, as amended</STRIKE>) of the stockholder and any other person acting in concert with any of them, and any person controlling, controlled by or under common control with such person), if any, on whose behalf the
nomination or proposal is made (A)&nbsp;the name and address of such stockholder, as they appear on the Corporation&#146;s books, and of such Stockholder Associated Person, if any, (B)&nbsp;the class or series and number of shares of the Corporation
that are owned beneficially and of record by such stockholder and such Stockholder Associated Person, if any, as of the date of such notice (which information shall be supplemented by such stockholder and Stockholder Associated Person not later than
10&nbsp;days after the record date for the meeting to disclose such ownership as of the record date), and (C)&nbsp;any other information relating to such stockholder and Stockholder Associated 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, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section&nbsp;14 of the <STRIKE>Securities Exchange
Act of 1934, as amended and the rules and regulations promulgated thereunder (the &#147;Exchange Act&#148;);</STRIKE><U>Exchange Act;</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) if the notice relates to any business other than the nomination of a director that the stockholder proposes to bring
before the meeting, set forth (A)&nbsp;a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated
Person, if any, in such business, (B)&nbsp;a description of all agreements, arrangements and understandings between such stockholder and Stockholder Associated Person and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10&nbsp;days after the record date for the meeting for any such agreements, arrangements or
understandings in effect but not previously disclosed as of the record date), and (C)&nbsp;a description of all agreements, arrangements or understandings (including without limitation any derivative or short positions, profit interests, options,
hedging transactions, and borrowed or loaned shares) that have been entered into as of the date of the stockholder&#146;s notice by, or on behalf of, such stockholder or Stockholder Associated Person, the effect or intent of which is to mitigate
loss, manage risk or benefit from changes in the share price of the common stock of the Corporation or any series of preferred stock of the Corporation or any other series or class of stock of the Corporation as set forth in the Restated Certificate
of Incorporation, or maintain, increase or decrease the voting power of the stockholder or Stockholder Associated Person with respect to any common stock of the Corporation or any series of preferred stock of the Corporation or any other series or
class of stock of the Corporation as set forth in the Restated Certificate of Incorporation (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10 days after the record date for the meeting for any
such agreements, arrangements or understandings in effect but not previously disclosed as of the record date); </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) set
forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director (A)&nbsp;all information relating to such 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 in a contested election pursuant to Section&nbsp;14 of the Exchange Act (including such person&#146;s written consent to being named in the proxy statement as
a nominee and to serving as a director if elected) and (B)&nbsp;a description of all direct </P>
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and indirect compensation and other monetary agreements, arrangements and understandings in effect and during the past three years, and any other relationships, between or among such stockholder
and Stockholder Associated Person, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in
concert therewith, on the other hand, including<STRIKE> </STRIKE>, without limitation all information that would be required to be disclosed pursuant to Item&nbsp;404 promulgated under Regulation S-K if the stockholder making the nomination and any
Stockholder Associated Person on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the &#147;registrant&#148; for purposes of such rule and the nominee were a director or
executive officer of such registrant; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) with respect to each nominee for election or reelection to the Board of
Directors, include the completed and signed questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I. The Corporation may require any proposed nominee to furnish such other information as may reasonably be
required by the Corporation 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&#146;s understanding of the independence, or lack thereof,
of such nominee. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding anything in the second sentence of Paragraph&nbsp;(b) of this Section&nbsp;9 to the contrary, in the
event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased, whether by increase in the size of the Board of Directors, or by any vacancy in the Board of Directors to be filled at
such annual meeting, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70&nbsp;days prior to the first anniversary of the preceding
year&#146;s annual meeting, a stockholder&#146;s notice required by this Section&nbsp;9 shall also be considered timely, but only with respect to nominees for such vacant positions and for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9A</U>.</B> <U>Proxy Access for Director Nominations</U>. The Corporation shall include in its proxy statement for its annual meeting of
stockholders the name, together with the Required Information (as defined below), of any person nominated for election (a &#147;Stockholder Nominee&#148;) to the Board of Directors by a stockholder that satisfies, or by a group of no more than 20
stockholders that satisfy, the requirements of this Section&nbsp;9A (an &#147;Eligible Stockholder&#148;), and that expressly elects at the time of providing the notice required by this Section&nbsp;9A (the &#147;Nomination Notice&#148;) to have its
nominee included in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Delivery of Nomination Notice</U>. A
stockholder&#146;s Nomination Notice, together with the Required Information, must be delivered to the Secretary of the Corporation not less than 120 days and not more than 150 days prior to the one year anniversary of the preceding year&#146;s
annual stockholder meeting; provided, however, that if the date of the annual stockholder meeting is more than 30 days before or more than 60 days after such anniversary date, the Nomination Notice must be so delivered not later than the 120th day
prior to such annual stockholder meeting, or, if later, the 10th day following the day on which public announcement of the date of such annual stockholder meeting was first made. In no event shall the public announcement of an adjournment or
postponement of an annual stockholder meeting commence a new time period (or extend any time period) for the giving of a Nomination Notice as described above. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Required Information</U>. For purposes of this Section&nbsp;9A, the &#147;Required
Information&#148; that the Corporation will include in its proxy statement is (i)&nbsp;the information concerning the Stockholder Nominee and the Eligible Stockholder that, as determined by the Board of Directors, is required to be disclosed in the
Corporation&#146;s proxy statement filed pursuant to the proxy rules of the <STRIKE>SEC</STRIKE><U>Securities and Exchange Commission</U>; and (ii)&nbsp;if the Eligible Stockholder so elects, a written statement not to exceed 500 words, in support
of the Stockholder Nominee&#146;s candidacy (the &#147;Statement&#148;), which must be provided at the same time as the Nomination Notice. Notwithstanding anything to the contrary contained in this Section&nbsp;9A, the Corporation may omit from its
proxy materials any information or Statement (or portion thereof) that (A)&nbsp;directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral
conduct or associations, without factual foundation, with respect to, any person; or (B)&nbsp;would violate any applicable law or regulation. Nothing in this Section&nbsp;9A shall limit the ability of the Corporation to solicit proxies against the
Stockholder Nominee or to include in its own proxy materials the Corporation&#146;s own statements or any other additional information relating to any Eligible Stockholder or Stockholder Nominee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Number of Stockholder Nominees</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The number of Stockholder Nominees appearing in the Corporation&#146;s proxy materials with respect to an annual
stockholder meeting pursuant to this Section&nbsp;9A shall not exceed the greater of (A)&nbsp;two or (B)&nbsp;20% of the number of directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this Section&nbsp;9A,
or if such amount is not a whole number, the closest whole number below 20%; provided, however, that this maximum number shall be reduced, but not below zero, by the number of (I)&nbsp;Stockholder Nominees that were submitted by an Eligible
Stockholder for inclusion in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board nominees, and (II)&nbsp;director candidates for
which the Corporation shall have received one or more valid stockholder notices (whether or not subsequently withdrawn) nominating director candidates pursuant to Section&nbsp;9. In the event that one or more vacancies for any reason occurs on the
Board of Directors after the last day on which a Nomination Notice can be delivered pursuant to this Section&nbsp;9A but before the date of the annual stockholder meeting and the Board of Directors resolves to reduce the size of the Board of
Directors in connection therewith, the maximum number of Stockholder Nominees included in the Corporation&#146;s proxy materials shall be calculated based on the number of directors as so reduced. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section&nbsp;9A exceeds this
maximum number, each Eligible Stockholder will select one Stockholder Nominee for inclusion in the Corporation&#146;s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the common
stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Nomination Notice submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this
selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Following the determination of which Stockholder Nominees shall be included in the Corporation&#146;s proxy materials, if
any Stockholder Nominee who satisfies the eligibility requirements herein is thereafter: nominated by the Board of Directors; is otherwise not included in the Corporation&#146;s proxy materials; or is not submitted for director election for any
reason (including the Eligible Stockholder&#146;s or Stockholder Nominee&#146;s failure to comply with the requirements herein), no other nominee or nominees shall be included in the Corporation&#146;s proxy materials or otherwise submitted for
director election in substitution thereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The Corporation shall not be required to include pursuant to this
Section&nbsp;9A any Stockholder Nominee in its proxy materials for any meeting of stockholders (A)&nbsp;if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a
&#147;participant&#148; in another person&#146;s, &#147;solicitation&#148; within the meaning of Rule&nbsp;14a-1(l) under the <STRIKE>1934</STRIKE><U>Exchange</U> Act in support of the election of any individual as a director at the meeting other
than its Stockholder Nominee(s) or a nominee of the Board of Directors, (B)&nbsp;who is not independent under the Applicable Independence Standards (as defined below), as determined by the Board of Directors, (C)&nbsp;who serves as an executive
officer of a company where a Corporation employee director serves on the Board of Directors, (D)&nbsp;whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Restated Certificate of
Incorporation, the listing standards of the principal exchange upon which the Corporation&#146;s common stock is traded, or any applicable law, rule or regulation, (E)&nbsp;who is or has been, within the past three years, an officer or director of a
competitor, as defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914, (F)&nbsp;who is a named subject of a pending criminal proceeding (excluding minor traffic violations and other minor offenses) or has been convicted in such a criminal
proceeding within the past ten years, (G)&nbsp;who is subject to any order of the type specified in Rule&nbsp;506(d) of Regulation&nbsp;D promulgated under the Securities Act of 1933, as amended, (H)&nbsp;if such Stockholder Nominee or the
applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of
the circumstances under which it was made, not misleading, as determined by the Board of Directors, or (I)&nbsp;if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such
Eligible Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)
Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding
that proxies in respect of such vote may have been received by the Corporation, if (A)&nbsp;the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this
Section&nbsp;9A, as determined by the Board of Directors or the person presiding at the annual stockholder meeting, or (B)&nbsp;the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual stockholder meeting to
present any nomination pursuant to this Section&nbsp;9A. For purposes of this Section&nbsp;9A, to be considered a qualified representative of the Eligible Stockholder, a person must be authorized by a writing executed by such Eligible Stockholder,
or an electronic transmission delivered by such Eligible Stockholder, to act for such Eligible Stockholder as proxy at the annual stockholder meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of
the writing or electronic transmission, at the annual stockholder meeting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Ownership Requirements</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) An Eligible Stockholder must have owned (as defined herein) 3% or more of the Corporation&#146;s outstanding common stock
continuously for at least three years (the &#147;Required Shares&#148;) as of both (A)&nbsp;a date within seven days prior to the date of the Nomination Notice and (B)&nbsp;the record date for determining stockholders entitled to vote at the annual
stockholder meeting. The Eligible Stockholder must continue to own the Required Shares through the annual stockholder meeting date. For purposes of satisfying the foregoing ownership requirement under this Section&nbsp;9A, (I)&nbsp;the shares of the
common stock of the Corporation owned by one or more stockholders, or by the person or persons who own shares of the common stock of the </P>
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Corporation and on whose behalf any stockholder is acting, may be aggregated, provided that the number of stockholders and other persons whose ownership of shares is aggregated for such purpose
shall not exceed 20, and (II) a group of funds under common management and investment control shall be treated as one stockholder or person for this purpose. No person may be a member of more than one group of persons constituting an Eligible
Stockholder under this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) For purposes of<U> Paragraph (a)&nbsp;of Section&nbsp;2 and</U> this
Section&nbsp;9A, an Eligible Stockholder shall be deemed to &#147;own&#148; only those outstanding shares as to which the stockholder possesses both (A)&nbsp;the full voting and investment rights pertaining to the shares and (B)&nbsp;the full
economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A)&nbsp;and (B)&nbsp;shall not include any shares (I)&nbsp;sold by such
stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale, (II) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its
affiliates pursuant to an agreement to resell, or (III) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such
instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (a)&nbsp;reducing in any manner,
to any extent or at any time in the future, such stockholder&#146;s or its affiliates&#146; full right to vote or direct the voting of any such shares, and/or (b)&nbsp;hedging, offsetting or altering to any degree gain or loss arising from the full
economic ownership of such shares by such stockholder or affiliate. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">A stockholder shall be deemed to &#147;own&#148;
shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.
A&nbsp;person&#146;s ownership of shares shall be deemed to continue during any period in which (A)&nbsp;the person has loaned such shares, provided that the person has the power to recall such loaned shares on three business days&#146; notice; or
(B)&nbsp;the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. The terms &#147;owned,&#148; &#147;owning&#148; and other variations of the
word &#147;own&#148; shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are &#147;owned&#148; for these purposes shall be determined by the Board of Directors, which determination shall be conclusive
and binding on the Corporation and its stockholders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Agreements of the Eligible Stockholder</U>. An Eligible Stockholder shall:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, provide the following
information in writing to the Secretary of the Corporation: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) one or more written statements from the record holder of
the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven days prior to the date of the Nomination Notice, the Eligible Stockholder
owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder&#146;s agreement to provide, within five business days after the record date for the annual stockholder meeting, written statements
from the record holder and intermediaries verifying the Eligible Stockholder&#146;s continuous ownership of the Required Shares through the record date; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) a written statement as to whether or not the Eligible Stockholder intends to
maintain ownership of the Required Shares for at least one year following the annual stockholder meeting; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) the written
consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected, together with the information and representations that would be required to be set forth in a stockholder&#146;s notice
of a nomination pursuant to Section&nbsp;9 of this Article I; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) a copy of the Schedule 14N that has been filed with the
Securities and Exchange Commission as required by Rule 14a-18 under the <STRIKE>1934</STRIKE><U>Exchange</U> Act, as such rule may be amended; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(E) a representation and warranty that the Eligible Stockholder (including each member of any group of stockholders that
together is an Eligible Stockholder under this Section&nbsp;9A) (I)&nbsp;acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such
intent, (II) has not nominated and will not nominate for election to the Board of Directors at the annual stockholder meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section&nbsp;9A, (III) has not engaged
and will not engage in, and has not and will not be a &#147;participant&#148; in another person&#146;s, &#147;solicitation&#148; within the meaning of Rule 14a-1(l) under the <STRIKE>1934</STRIKE><U>Exchange</U> Act in support of the election of any
individual as a director at the annual stockholder meeting other than its Stockholder Nominee or a nominee of the Board of Directors, and (IV) will not distribute to any stockholder any form of proxy for the annual stockholder meeting other than the
form distributed by the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(F) in the case of a nomination by a group of stockholders that together is an
Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(G) an undertaking that the Eligible Stockholder agrees to (I)&nbsp;own the Required Shares through the date of the annual
stockholder meeting, (II) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder&#146;s communications with the stockholders of the Corporation or out of the information that the Eligible
Stockholder provided to the Corporation, (III) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action,
suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the Eligible Stockholder in connection with
its efforts to elect the Stockholder Nominee pursuant to this Section&nbsp;9A, (IV)&nbsp;comply with all other laws and regulations applicable to any solicitation in connection with the annual stockholder meeting, and (V)&nbsp;provide to the
Corporation prior to the annual stockholder meeting such additional information as necessary with respect thereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)
file with the Securities and Exchange Commission any solicitation or other communication with the Corporation&#146;s stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is
required under Regulation 14A of the <STRIKE>1934</STRIKE><U>Exchange</U> Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the <STRIKE>1934</STRIKE><U>Exchange</U> Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>Agreements of the Stockholder Nominee</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, a Stockholder Nominee must
deliver to the Secretary of the Corporation a written representation and agreement that the Stockholder Nominee (A)&nbsp;is not and will not become a party to (I)&nbsp;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 <U>(a &#147;Voting&nbsp;Commitment&#148;) </U>that has not been disclosed to the
Corporation<STRIKE> (a &#147;Voting&nbsp;Commitment&#148;),</STRIKE><U>,</U> or (II) any Voting Commitment that could limit or interfere with the Stockholder Nominee&#146;s ability to comply, if elected as a director of the Corporation, with the
Stockholder Nominee&#146;s fiduciary duties under applicable law, (B)&nbsp;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 Stockholder Nominee that has not been disclosed to the Corporation, and 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, if elected, (C)&nbsp;will comply with all the
Corporation&#146;s corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors, as well as any applicable law, rule or
regulation or listing requirement, and (D)&nbsp;is qualified and intends to serve as a director for the entire term for which he or she is standing for election. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) At the request of the Corporation, the Stockholder Nominee must submit all completed and signed questionnaires required of
the Corporation&#146;s directors and officers. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if each Stockholder Nominee is independent under the listing standards of the principal
U.S. exchange upon which the Corporation&#146;s common stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence
of the Corporation&#146;s directors (the &#147;Applicable Independence Standards&#148;). If the Board of Directors determines that the Stockholder Nominee is not independent under the Applicable Independence Standards, the Stockholder Nominee will
not be eligible for inclusion in the Corporation&#146;s proxy materials. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <U>Authority of the Board of Directors</U>. The Board of
Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret this Section&nbsp;9A and to make any and all determinations necessary or advisable to apply this Section&nbsp;9A to any
persons, facts or circumstances, including the power to determine (i)&nbsp;whether a person or group of persons qualifies as an Eligible Stockholder; (ii)&nbsp;whether outstanding shares of the Corporation&#146;s common stock are &#147;owned&#148;
for purposes of meeting the ownership requirements of this Section&nbsp;9A; (iii)&nbsp;whether any and all requirements of this Section&nbsp;9A have been satisfied, including a Nomination Notice; (iv)&nbsp;whether a person satisfies the
qualifications and requirements to be a Stockholder Nominee, including any publicly disclosed standards used by the Board of Directors in determining the qualifications of nominees; and (v)&nbsp;whether inclusion of the Required Information in the
Corporation&#146;s proxy statement is consistent with all applicable laws, rules, regulations and listing standards. Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by
the Board of Directors) shall be conclusive and binding on all persons, including the Corporation and all record or beneficial owners of stock of the Corporation. This Section&nbsp;9A shall be the exclusive means for stockholders to include nominees
for election as a director of the Corporation in the Corporation&#146;s proxy statement and on its form of proxy for an annual stockholder meeting. For avoidance of doubt, the provisions of this Section&nbsp;9A shall not apply to a special meeting
of stockholders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;10</U>.</B> <U>Special Meetings of Stockholders</U>. Only such business shall be conducted at
a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation&#146;s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the Corporation&#146;s notice of meeting (a)&nbsp;by or at the direction of the Board of Directors<STRIKE> or</STRIKE><U>,</U> (b)&nbsp;provided that the Board of Directors has determined that directors
shall be elected at such meeting, by any stockholder of the Corporation who (i)&nbsp;is a stockholder of record at the time of giving of notice provided for in this Section&nbsp;10 and at the time of the special meeting, (ii)&nbsp;is entitled to
vote at the meeting and (iii)&nbsp;complies with the notice procedures set forth in this Section&nbsp;10<STRIKE>.</STRIKE><U> or (c)&nbsp;in the case of a special meeting requested by stockholders pursuant to Section&nbsp;2 of this Article I, by the
requesting stockholders.</U> In the event the Corporation calls a special meeting of stockholders <U>(other than a special meeting requested by stockholders) </U>for the purpose of electing one or more directors to the Board of Directors, any
<STRIKE>such </STRIKE>stockholder<U> described in Paragraph (b)&nbsp;of this Section&nbsp;10</U> may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation&#146;s notice of meeting, if the
stockholder&#146;s notice required by Paragraph (b)&nbsp;of Section&nbsp;9 of this Article&nbsp;I (including the completed and signed questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I) shall be delivered
to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement
of an adjournment of a special meeting commence a new time period for the giving of a stockholder&#146;s notice as described above.<U> Notwithstanding any other provision of these Bylaws, in the case of a special meeting requested by stockholders
pursuant to Section&nbsp;2 of this Article I, no stockholder may nominate a person for election to the Board of Directors or propose any business to be considered at the meeting, except pursuant to the request for such special meeting pursuant to
Section&nbsp;2 of this Article&nbsp;I.</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;11</U>.</B> <U>General</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Only such persons who are nominated in accordance with the procedures set forth in Sections&nbsp;<U>2, </U>9<U>, 9A</U> and 10 of this
Article I shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth therein. Except as otherwise provided
by law, the Restated Certificate of Incorporation or these Bylaws, the presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in these Bylaws, and if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal shall be disregarded. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For purposes of Sections 9<U>, 9A</U> and 10 of this Article I, &#147;public announcement&#148; shall mean disclosure in a press release
reported by the Dow Jones News Services, Associated Press, Reuters or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section&nbsp;13, 14 or 15(d) of the
Exchange Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding the provisions of Sections&nbsp;<U>2, </U>9<U>, 9A</U>, 10 and 11 of this Article&nbsp;I, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in these Bylaws shall be deemed to affect any rights (i)&nbsp;of stockholders to
request inclusion of proposals in the Corporation&#146;s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii)&nbsp;of the holders of any class or series of Preferred Stock of the Corporation if and to the extent provided under law,
the Restated Certificate of Incorporation or these Bylaws. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;12</U>.</B> <U>Required Vote for Directors</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Majority Vote</U>. Each director to be elected by stockholders shall be elected by the vote of the majority of the votes cast at any
meeting for the election of directors at which a quorum is present. For purposes of this Section&nbsp;12, a majority of votes cast shall mean that the number of shares voted &#147;for&#148; a director&#146;s election exceeds 50% of the number of
votes cast with respect to that director&#146;s election. Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director&#146;s election. Notwithstanding the foregoing, in the event of a
contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a contested election shall mean any
election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
<U>Resignation</U>. If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors. The
Nominating/Governance and Public Policy Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the
tendered resignation, taking into account the Nominating/Governance and Public Policy Committee&#146;s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated
means of communication) its decision regarding the tendered resignation and the rationale behind the Board&#146;s decision within 90&nbsp;days from the date of the certification of the election results. The Nominating/Governance and Public Policy
Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not
participate in the recommendation of the Nominating/Governance and Public Policy Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director&#146;s resignation is not accepted by the Board
of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director&#146;s resignation is accepted by the Board of Directors
pursuant to this Section&nbsp;12, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of
Section&nbsp;2 of Article&nbsp;II or may decrease the size of the Board of Directors pursuant to the provisions of Section&nbsp;1 of Article&nbsp;II of these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;13</U>.</B> <U>Submission of Questionnaire, Representation and Agreement</U>. 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 Sections&nbsp;9 and 10 above) to the Secretary of the Corporation at the principal executive offices of the Corporation
a written and signed questionnaire (in the form customarily used by the Corporation for its directors) 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: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) will abide by the requirements of Section&nbsp;12 of this Article I, </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) is not and will not become a party to (i)&nbsp;<STRIKE>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 &#147;Voting Commitment&#148;)</STRIKE><U>
any Voting Commitment</U> that has not been disclosed to the Corporation or (ii)&nbsp;any Voting Commitment that could limit or interfere with such persons&#146; ability to comply, if elected as a director of the Corporation, with such person&#146;s
fiduciary duties under applicable law, </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) in such person&#146;s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made,
(i)&nbsp;<STRIKE>would be in compliance, if elected as a director of the Corporation, (ii)&nbsp;</STRIKE>is qualified and intends to serve as a director for the entire term for which he or she is standing for election, and
(<STRIKE>iii)</STRIKE><U>ii) would be in compliance, if elected as a director of the Corporation, and</U> will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading
policies and guidelines of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;14</U>.</B> <U>Written Consent in Lieu of Meeting Not Permitted</U>. In accordance with
Article&nbsp;VI of the Restated Certificate of Incorporation, the stockholders shall not be entitled to consent to corporate action in writing without a meeting. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BOARD OF
DIRECTORS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Management</U><strike><u>,</u></strike><U> and Composition</U><strike><u>, Classification</u></strike>.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise fixed pursuant to the provisions of the Restated Certificate of Incorporation relating to the rights of the holders
of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors shall be as fixed in such manner as may be determined
by the vote of not less than a majority of the directors then in office, but shall not be less than five nor more than thirteen directors. The directors shall be elected as provided in the Restated Certificate of Incorporation at the annual meeting
of stockholders, except as provided in Section&nbsp;10 of Article I or Section&nbsp;2 of this Article&nbsp;II. Each director shall hold office for the full term to which he shall have been elected and until his successor is duly elected and shall
qualify, or until his earlier death, resignation or removal. A director need not be a resident of the State of Delaware or a stockholder of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Vacancy</U>. Any vacancy in the Board of Directors, including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum. Subject to the foregoing, directors elected to fill a vacancy shall hold office for a term expiring at the next annual meeting of stockholders
at which directors are elected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B> <U>Resignation</U>. Any director may resign at any time by written notice to the
Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Regular Meetings</U>. Regular meetings of the Board of Directors shall be held
at such place or places within or without the State of Delaware, at such hour and on such day as may be fixed by resolution of the Board of Directors, without further notice of such meetings. The time or place of holding regular meetings of the
Board of Directors may be changed by the Chairman of the Board or the Chief Executive Officer by giving written notice thereof as provided in Section&nbsp;6 of this Article II. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B> <U>Special Meetings</U>. Special meetings of the Board of Directors shall be held, whenever called by the Chairman of the Board
or the Chief Executive Officer, by a majority of the Board of Directors or by resolution adopted by the Board of Directors, at such place or places within or without the State of Delaware as may be stated in the notice of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Notice</U>. Written notice of the time and place of all special meetings of the Board of Directors, and written notice of any
change in the time or place of holding the regular meetings of the Board of Directors, shall be given to each director either personally or by mail, telephone, express delivery service, facsimile, telex or similar means of communication at least one
day before the date of the meeting; provided, however, that notice of any meeting need not be given to any director if waived by him in writing, or if he shall be present at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Quorum, Majority Vote, Participation</U>. A majority of the directors in office shall constitute a quorum of the Board of
Directors for the transaction of business; but a lesser number may adjourn from day to day until a quorum is present. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum, provided however, that such remaining directors constitute not less than one-third of the total number of directors. Except as otherwise provided by law or in these Bylaws, all questions
shall be decided by the vote of a majority of the directors present. Directors may participate in any meeting of the directors, and members of any committee of directors may participate in any meeting of such committee, by means of conference
telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and such participation shall constitute presence in person at any such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B> <U>Written Consent in Lieu of Meeting</U>. Any action which may be taken at a meeting of the directors or members of any
committee of directors may be taken without a meeting if all of the directors or members of such committee of directors, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or copies of the
electronic transmission or transmissions shall be filed with the Secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Compensation</U>. Directors shall be
entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of directors. No provision of these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
</P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>COMMITTEES OF DIRECTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Committees</U>. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more
committees of the Board as they shall so determine. The Board, by resolution adopted by a majority of the whole Board, shall designate an Audit Committee, a Compensation Committee and a Nominating/Governance and Public Policy Committee. Each of the
Audit Committee, Compensation Committee, Nominating/Governance and Public Policy Committee, and any other committee created by the Board shall adopt and publish a written charter describing the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 15 - </P>


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committee&#146;s duties and responsibilities in accordance with applicable securities laws, the requirements of any exchange on which the Corporation&#146;s common stock is listed and the
resolutions adopted by the Board applicable to such committee. Any committee of the Board designated by the Board of Directors shall consist of one or more of the directors of the Corporation. The committees are governed by the same rules regarding
meetings, action without meetings, notice and waiver of notice as are applicable to the Board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Authority</U>. Any
committee of the Board designated by the Board of Directors shall have and may, except as otherwise limited by statute, the Restated Certificate of Incorporation or these Bylaws, exercise such powers and authority of the Board of Directors in the
management of the business of the Corporation as may be provided in the resolution adopted by the Board of Directors designating such committee of the Board of Directors and in the committee&#146;s charter (if the committee has adopted a charter).
Each committee of the Board of Directors may authorize the seal of the Corporation to be affixed to all papers that may require it. The Board of Directors may designate one or more directors as alternate members of any committee of the Board of
Directors who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U></B><B>.</B> <U>Audit Committee</U>. The Audit Committee shall have the powers, duties and responsibilities set forth in its charter.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Compensation Committee</U>. The Compensation Committee shall review the Corporation&#146;s compensation policies and
programs and assist the Board with its responsibilities relating to compensation of the Corporation&#146;s executives and directors, and shall otherwise have the powers, duties and responsibilities set forth in its charter. The Compensation
Committee may also delegate to the Chief Executive Officer or such other executive officer as the Compensation Committee may determine the authority to approve and cause to be placed into effect amendments to employee benefit plans deemed necessary
or appropriate in order to comply with any applicable federal or state statute or regulation or otherwise deemed advisable by the Chief Executive Officer or such other executive officer as the Compensation Committee may determine, provided however,
that each such amendment or related series of amendments so approved shall involve costs to the Corporation not exceeding the expenditure approval authority of the Chief Executive Officer as established from time to time by the Board, and provided
further, that neither the Chief Executive Officer nor any such other executive officer shall have the authority to approve any such amendment if such amendment would (a)&nbsp;materially increase the benefits accruing to participants under such plan,
(b)&nbsp;materially modify the requirements for eligibility for participation in such plan, (c)&nbsp;increase the securities issuable under such plan or (d)&nbsp;require stockholder approval under any provision of the Restated Certificate of
Incorporation, these Bylaws, or any federal or state statute or regulation or the rules of the New&nbsp;York Stock Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U></B><B>.</B> <U>Nominating/Governance and Public Policy Committee</U>. The Nominating/Governance and Public Policy Committee shall
have the powers, duties and responsibilities set forth in its charter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Minutes</U>. Each committee of directors shall
keep regular minutes of its proceedings and report the same to the Board of Directors when required. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Compensation</U>.
Members of special or standing committees of the Board shall be entitled to receive such compensation for serving on such committees as the Board of Directors shall determine. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 16 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CHAIRMAN OF THE BOARD </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Chairman of the
Board of Directors, if there be one, shall be elected from among the directors, shall have the power to preside at all meetings of the Board of Directors and to sign (together with the Secretary or an Assistant Secretary) certificates for shares of
the Corporation, and shall have such other powers and shall be subject to such other duties as the Board of Directors may from time to time prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE V. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICERS
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Officers</U>. The officers of the Corporation shall consist of a Chief Executive Officer, a President, one or more
Vice Presidents, any one or more of which may be designated an Executive Vice President or a Senior Vice President, a Chief Financial Officer, a Secretary, a Treasurer and a Controller. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the
Board of Directors. Any two or more offices may be held by the same person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Election of Officers</U>. The officers of
the Corporation shall be elected annually by the Board of Directors at a regular meeting of the Board of Directors held immediately prior to, or immediately following, the annual meeting of stockholders, or as soon thereafter as conveniently
possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B> <U>Removal</U>. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the Board of
Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving
written notice to the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Vacancy</U>. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B>
<U>Salary</U>. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or pursuant to its direction, and no officer shall be prevented from receiving such salary by reason of his also being a director.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Authority</U>. The Chief Executive Officer, the President and each Vice President shall have authority to sign any
deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Board of Directors or any duly authorized committee thereof, or if so authorized in any approval authority
policy or procedure adopted by or at the direction of the Board of Directors, or if not inconsistent with the Restated Certificate of Incorporation, these Bylaws, any action of the Board of Directors or any duly authorized committee thereof or any
such policy or procedure, and, together with the Secretary or any other officer of the Corporation thereunto authorized by the Board, may sign any certificates for shares of the Corporation which the Board of Directors has authorized to be issued,
except in cases where the signing and execution of any such instrument or certificate has been expressly delegated by these Bylaws or by the Board to some other officer or agent of the Corporation or shall be required by law to be otherwise
executed. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 17 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Chief Executive Officer</U>. The Chief Executive Officer shall serve as general
manager of the business and affairs of the Corporation and shall report directly to the Board of Directors, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive Officer shall preside
at all meetings of the stockholders. In the absence of the Chairman of the Board, or if there is no Chairman of the Board, the Chief Executive Officer shall also preside at all meetings of the Board of Directors unless the Board of Directors shall
have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Board of Directors matters of general policy for the Corporation; he shall keep the Board of Directors fully informed and shall consult with them
concerning the business of the Corporation. Subject to the supervision, approval and review of his actions by the Board of Directors, the Chief Executive Officer shall have authority to cause the employment or appointment of and the discharge of
assistant officers, employees and agents of the Corporation, and to fix their compensation; and to suspend for cause, pending final action by the Board of Directors, any officer subordinate to the Chief Executive Officer. The Chief Executive Officer
shall vote, or give a proxy to any other officer of the Corporation to vote, all shares of stock of any other corporation (or any partnership or other interest in any partnership or other enterprise) standing in the name of the Corporation, and in
general he shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors. The Chief Executive Officer shall designate the person or persons who shall exercise
his powers and perform his duties in his absence or disability and the absence or disability of the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B>
<U>President</U>. The President shall in general supervise and control the business operations of the Corporation subject to the control of the Board of Directors and Chief Executive Officer. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall preside at all meetings of the Board of Directors and, in the absence of the Chief Executive Officer, he shall preside at all meetings of the stockholders of the Corporation, unless in either case the Board of
Directors shall have chosen another presiding officer. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning the business of the Corporation. He shall perform all other duties normally incident to such office
and such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the
Chief Executive Officer, unless such authority shall have been designated by the Board of Directors or Chief Executive Officer to another person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Vice Presidents</U>. The Vice Presidents shall perform all duties normally incident to such office and such other duties as
may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;10</U>.</B> <U>General
Counsel, Chief Legal Officer</U>. The Chief Executive Officer shall appoint a general counsel or chief legal officer of the Corporation, who shall have charge of all matters of legal importance to the Corporation and shall keep the Board of
Directors, the Chief Executive Officer and the President advised of the character and progress of all legal proceedings and claims by and against the Corporation, or in which it is interested by reason of its ownership of or affiliation with other
corporations or entities; when requested by the Board of Directors, the Chief Executive Officer or the President, render his opinion upon any subjects of interest to the Corporation which may be referred to him; monitor activities of the Corporation
to assure that the Corporation complies with the laws applicable to the Corporation and in general perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the
Chief Executive Officer or the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;11</U>.</B> <U>Chief Financial Officer</U>. The Chief Financial Officer shall be the
principal financial officer of the Corporation and, unless the Board of Directors shall so designate another officer, shall also be the principal accounting officer of the Corporation. The Chief Financial Officer shall in general supervise and
control the keeping and maintaining of proper and correct accounts of the Corporation&#146;s assets, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 18 - </P>


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liabilities, receipts, disbursements, gains, losses, capital, surplus, shares, properties and business transactions, as well as all funds, securities, evidences of indebtedness and other valuable
documents of the Corporation. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning financial matters affecting the Corporation and shall render such reports to the Board of Directors, the Chief Executive
Officer or the President as they may request. He shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;12</U>.</B> <U>Secretary</U>. The Secretary shall attend, and record and have custody of, the minutes of the meetings of the
stockholders, the Board of Directors and committees of directors; see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; be custodian of the corporate records and of the seal of the Corporation;
sign with the Chairman of the Board, the President or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors; and in general, perform all duties normally
incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;13</U>.</B> <U>Treasurer</U>. The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation; and in
general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;14</U>.</B> <U>Controller</U>. The Controller shall have charge and supervision of and be responsible for the accounting function of the
Corporation and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, Chief Executive Officer or the President. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VI. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SEAL
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The seal of the Corporation shall be in such form as the Board of Directors shall prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATES OF STOCK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The shares of stock
of the Corporation shall be represented by certificates of stock, provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation&#146;s stock may be
uncertificated shares. Owners of shares of the stock of the Corporation shall be recorded in the share transfer records of the Corporation and ownership of such shares shall be evidenced by a certificate or book entry notation in the share transfer
records of the Corporation. Any certificates representing shares of stock of the Corporation shall be signed by the Chairman of the Board, the President or such Vice President or other officer as may be designated by the Board of Directors, and
countersigned by the Secretary or an Assistant Secretary, and if such certificates of stock are signed or countersigned by a transfer agent other than the Corporation, or by a registrar other than the Corporation, such signature of the Chairman of
the Board, President, Vice President, or other officer, and such countersignature of the Secretary or an Assistant Secretary, or any of them, may be executed in facsimile, engraved or printed. In case any officer who has signed or whose facsimile
signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not
ceased to be such at the date of its issuance. Said certificate of stock shall be in such form as the Board of Directors may from time to time prescribe. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 19 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VIII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> Each director or officer of the Corporation who was or is made a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a &#147;proceeding&#148;), by reason of the fact that he, or a person of whom he is the legal representative, is
or was a director or officer 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, non-profit or charitable organization,
or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the DGCL (but, in the case of any amendment thereto, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. The right to indemnification conferred in this Section shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or
officer in his capacity as a director or officer (but not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service with respect to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under the applicable provisions of the DGCL. The Corporation may, by action of its Board of Directors or as required pursuant to the Restated Certificate of Incorporation, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> The indemnification and advancement of expenses provided herein shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders, vote of disinterested directors, insurance arrangement or otherwise, both as to action in his official capacity and as to action in another
capacity or holding such office. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IX. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDMENTS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">These Bylaws may be altered,
amended, added to or repealed by the Board of Directors, acting by a majority vote of the members of the Board of Directors in office, or by the stockholders having voting power with respect thereto, provided that in the case of amendments by
stockholders, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock, voting together as a single class, shall be required to alter, amend or repeal any provision of the Bylaws. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 20 - </P>

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<HTML><HEAD>
<TITLE>EX-3.03</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit 3.03 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PROPOSED SIXTH CERTIFICATE OF AMENDMENT </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>TO </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>THE RESTATED
CERTIFICATE OF INCORPORATION </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>VALERO ENERGY CORPORATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Valero Energy Corporation, a corporation organized and existing under the laws of the State of Delaware (the &#147;Corporation&#148;), hereby
certifies as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. This Sixth Certificate of Amendment (this &#147;Amendment&#148;) to the Restated Certificate of Incorporation
(the &#147;Charter&#148;) was duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with Section&nbsp;242 of the General Corporation Law of the State of Delaware. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. Paragraphs (5)&nbsp;and (6)&nbsp;of Article V of the Charter are hereby renumbered as paragraphs (4)&nbsp;and (5), respectively. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. Clause (a)&nbsp;of paragraph (5)&nbsp;of Article V of the Charter is hereby amended and restated to read in its entirety as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">&#147;(a) To adopt, amend or repeal the By-laws of the corporation; provided, however, that the By-laws adopted by the Board of Directors under
the powers hereby conferred may be amended or repealed by the Board of Directors or by the stockholders having voting power with respect thereto.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. Paragraphs (7), (8), (9)&nbsp;and (10)&nbsp;of Article V of the Charter are hereby renumbered as paragraphs (6), (7), (8)&nbsp;and (9),
respectively. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. Paragraph (6)&nbsp;of Article V of the Charter is hereby amended and restated to read in its entirety as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">&#147;(6) <I>Amendments to the Restated Certificate of Incorporation</I>. The corporation hereby reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, the Directors and officers are subject to this reserved
power.&#148; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. Article VI of the Charter is hereby amended and restated to read in its entirety as follows: </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B></B>&#147;<B>ARTICLE VI </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in
this Restated Certificate of Incorporation, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the corporation may be taken without a meeting, without prior notice and without a vote of
</P>

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stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. Article VIII of the Charter is hereby deleted in its entirety. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[Signature page follows.] </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the Corporation has caused this Amendment to be signed by its duly authorized officer this
[&nbsp;&nbsp;&nbsp;&nbsp;] day of [&nbsp;&nbsp;&nbsp;&nbsp;], [&nbsp;&nbsp;&nbsp;&nbsp;]. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top">VALERO ENERGY CORPORATION</TD></TR>
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<TD HEIGHT="16"></TD></TR>
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<TD VALIGN="top">by:&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">name: Jay D. Browning</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">title: Executive Vice
President and General Counsel</P></TD></TR>
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<TYPE>EX-3.04
<SEQUENCE>5
<FILENAME>d452366dex304.htm
<DESCRIPTION>EX-3.04
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit 3.04 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PROPOSED VALERO ENERGY CORPORATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BYLAWS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Amended and
Restated effective as of [<U>&nbsp;&nbsp;&nbsp;&nbsp;</U>]) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MEETINGS OF STOCKHOLDERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Date, Time and Location of Annual Meeting</U>. The annual meeting of stockholders shall be held at such date and time and at
such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting for the purposes of electing directors and of transacting such other business as may properly come before the meeting. At least ten
days&#146; notice shall be given to the stockholders of the date, time and place so fixed. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to
the date previously scheduled for such annual meeting of stockholders. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Calling of Special Meetings</U>. Except as otherwise provided by law or by the Restated Certificate of Incorporation of the Corporation,
as from time to time amended (the &#147;Restated Certificate of Incorporation&#148;), special meetings of the stockholders may be called only by (i)&nbsp;the Chief Executive Officer, (ii)&nbsp;by the Board of Directors pursuant to a resolution
adopted by a majority of the directors which the Corporation would have if there were no vacancies, or (iii)&nbsp;by the Secretary upon the written request of stockholders owning (as defined in Article I, Section&nbsp;9A(d)(ii) below) at least 20
percent, in the aggregate, of the voting power of the outstanding voting stock entitled to vote at such a meeting (the &#147;Requisite Percentage&#148;). The record date for determining stockholders entitled to request a special meeting pursuant to
clause (iii)&nbsp;shall be the date on which the first request for such special meeting was delivered to the Secretary. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Stockholder
Requested Special Meetings</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Any request by stockholders for a special meeting must be signed by each stockholder,
or a duly authorized agent, requesting such special meeting and include (A)&nbsp;the specific purpose of the meeting, the matters proposed to be acted on at the meeting and the reasons for conducting such business at the meeting, (B)&nbsp;the name
and address of each such stockholder and date of signature, (C)&nbsp;the number of shares of each class of stock owned of record or beneficially by each such stockholder, (D)&nbsp;documentary evidence that the requesting stockholders own the
Requisite Percentage, provided that if the requesting stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request by stockholders must also include documentary evidence that the
beneficial owners on whose behalf the special request is made beneficially own the Requisite Percentage, (E)&nbsp;all information relating to each such stockholder that would be required to be disclosed in solicitations of proxies for election of
directors in an election contest (even if an election contest is not the subject of the special meeting request) or would otherwise be required, in each case pursuant to Section&nbsp;14 of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), and the rules and regulations promulgated thereunder (or any successor provision of the Exchange Act or the rules or regulations promulgated thereunder), whether or not Section&nbsp;14 of the Exchange Act is then
applicable to the Corporation, and (F)&nbsp;the information required for matters to be properly brought by stockholders before an annual meeting of stockholders as set forth in Article I, Sections 9, 11 and 13 below, as applicable, with respect to
any nomination to the Board of Directors or other business proposed to be presented at the special meeting and as to the stockholders requesting the meeting (or the persons on whose behalf the stockholder is acting, as applicable). </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) A special meeting request shall not be valid (and the Secretary shall have
no obligation to call a special meeting in respect of such special meeting request) if it (A)&nbsp;does not comply with these Bylaws, (B)&nbsp;relates to an item of business that is not a proper subject for stockholder action under applicable law,
(C)&nbsp;is an item of business that is the same or substantially similar (as determined in good faith by the Board of Directors, hereafter a &#147;Similar Item&#148;) to a matter that was presented at a meeting of stockholders occurring within
ninety days preceding the date of the stockholders&#146; request for a special meeting, (D)&nbsp;a Similar Item is included in the Corporation&#146;s notice to be brought before a meeting of stockholders that has been called but not yet held,
(E)&nbsp;the special meeting request is delivered during the period commencing ninety days prior to the first anniversary of the previous year&#146;s annual meeting of stockholders and ending on the date of the next annual meeting of stockholders,
or (F)&nbsp;was made in violation of Regulation&nbsp;14A under the Exchange Act, to the extent applicable, or other applicable law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Stockholders may revoke the request for a special meeting at any time by written revocation delivered to the Secretary,
and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares required in order for the stockholders to request the calling of a special meeting, the Board of
Directors, in its discretion, may cancel the special meeting. A special meeting request shall be deemed revoked (and any meeting scheduled in response may be canceled) if the stockholders submitting the special meeting request, and any beneficial
owners on whose behalf they are acting, do not continue to own (as defined in Article I, Section&nbsp;9A(d)(ii) below) at least the Requisite Percentage at all times between the date the special meeting request is received by the Corporation and the
date of the applicable special meeting of stockholders, and the requesting stockholder(s) shall promptly notify the Secretary of any decrease in ownership of shares of the Corporation that results in such a revocation. If, as a result of any such
revocation, there are no longer valid unrevoked written requests representing the Requisite Percentage, there shall be no requirement to call or hold a special meeting of stockholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Conduct of Special Meeting</U>. Business transacted at a special meeting requested by stockholders shall be limited to the purpose
stated in such request; provided, however, that the Board of Directors shall be able to submit additional matters to stockholders at any such special meeting. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Date and Time of Special Meetings</U>. Upon written request of any person or persons who have duly called a special meeting (other than
with respect to a special meeting requested by a stockholder pursuant to this Section&nbsp;2), it shall be the duty of the Secretary to fix the date and time of the special meeting (which date shall be not less than ten nor more than sixty days
after receipt of the request). If the Secretary shall neglect or refuse to fix the date or time of such a meeting, the person or persons calling the meeting may do so. With respect to any special meeting requested by stockholders pursuant to this
Section&nbsp;2, the Board of Directors shall fix the date and time of the special meeting, and in doing so may consider such factors as the Board of Directors deems relevant, including without limitation, the nature of the matters to be considered,
the facts and circumstances related to any request for a meeting, and any plan of the Board of Directors to call an annual meeting or special meeting. Any previously scheduled special meeting of the stockholders may be postponed by resolution of the
Board of Directors upon public notice given on or prior to the date previously scheduled for such special meeting of stockholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 2 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B> <U>Location of Special Meetings</U>. Every special meeting of the stockholders
shall be held at such place within or without the State of Delaware as the Board of Directors may designate, or, in the absence of such designation, at the registered office of the Corporation in the State of Delaware. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Notice</U>. Written notice of every meeting of the stockholders shall be given by the Secretary to each stockholder of record
entitled to vote at the meeting, by placing such notice in the mail at least ten days, but not more than sixty days, prior to the date fixed for the meeting addressed to each stockholder at his address appearing on the books of the Corporation or
supplied by him to the Corporation for the purpose of notice. Any such notice shall include a statement of the purpose or purposes for which the special meeting is called. If the Secretary shall neglect or refuse to give notice of a meeting of the
stockholders, other than a special meeting requested by stockholders, the person or persons calling the meeting may do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B>
<U>Record Date for Meetings</U>. The Board of Directors may fix a date, which date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which date shall be not less than ten nor more
than sixty days preceding the date of any meeting of stockholders, as a record date for the determination of stockholders entitled to notice of, or to vote at, any such meeting. The Board of Directors shall not close the books of the Corporation
against transfers of shares during the whole or any part of such period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Form of Proxy</U>. The notice of every meeting
of the stockholders may be accompanied by a form of proxy approved by the Board of Directors in favor of such person or persons as the Board of Directors may select. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Quorum and Voting</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Except as otherwise provided by law or by the Restated Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the
presence in person or by proxy of the holders of the outstanding shares of stock of the Corporation entitled to vote thereat and having a majority of the voting power with respect to a subject matter shall constitute a quorum for the transaction of
business as to that subject matter, and all questions with respect to a subject matter, except the election of directors, shall be decided by vote of the shares having a majority of the voting power so represented in person or by proxy at the
meeting and entitled to vote thereat. The stockholders present at any duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder (which for purposes hereof may include a signature and form of proxy pursuant to a facsimile or telegraphic form of proxy or any other instrument acceptable to the duly appointed inspector or inspectors of such
election), bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the Corporation before, or at the time of, the meeting, or by such other method as may be
permitted under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the &#147;DGCL&#148;), and approved by the Board of Directors. If such instrument shall designate two or more persons to act as
proxies, unless such instrument shall provide to the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting thereby conferred, or if only
one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the
shares as he is of the proxies representing such shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 3 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any other corporation owning voting shares in the Corporation may vote the same by its
President or by proxy appointed by him, unless some other person shall be appointed to vote such shares by resolution of the Board of Directors of such shareholder corporation. A partnership holding shares of the Corporation may vote such shares by
any general partner or by proxy appointed by any general partner. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled
to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to
vote such shares, unless in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B> <U>Adjournment</U>. Except as otherwise provided by law or by the Restated Certificate of Incorporation, the presiding officer
of any meeting or the holders of a majority of the shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, whether a quorum is present, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting. At any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided, that 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 adjourned meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Nominations and Proposals for Annual Meetings of Stockholders</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of Directors, or (iii)&nbsp;by any stockholder of the Corporation who
(A)&nbsp;was a stockholder of record at the time of giving of the notice provided for in this Section&nbsp;9 and at the time of the annual meeting, (B)&nbsp;is entitled to vote with respect to such matter at the meeting, and (C)&nbsp;complies with
the notice procedures set forth in this Section&nbsp;9. At any annual meeting of stockholders, the presiding officer of such meeting may announce the nominations and other business to be considered which are set forth in the Corporation&#146;s
notice of meeting and proxy statement and, by virtue thereof, such nominations and other business so announced shall be properly before such meeting and may be considered and voted upon by the stockholders of the Corporation entitled to vote thereat
without further requirement of nomination, motion or second. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii)&nbsp;of Paragraph (a)&nbsp;of this Section&nbsp;9, the stockholder making such nominations or proposing such other business must theretofore have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder&#146;s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year&#146;s annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30&nbsp;days before or more than 60&nbsp;days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder&#146;s notice as described above. To be in proper form, a stockholder&#146;s notice to the Secretary must: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 4 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) set forth, as to the stockholder giving the notice and the Stockholder
Associated Person (which is defined as any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, any affiliate or associate (as such terms are defined for purposes of the Exchange Act) of the
stockholder and any other person acting in concert with any of them, and any person controlling, controlled by or under common control with such person), if any, on whose behalf the nomination or proposal is made (A)&nbsp;the name and address of
such stockholder, as they appear on the Corporation&#146;s books, and of such Stockholder Associated Person, if any, (B)&nbsp;the class or series and number of shares of the Corporation that are owned beneficially and of record by such stockholder
and such Stockholder Associated Person, if any, as of the date of such notice (which information shall be supplemented by such stockholder and Stockholder Associated Person not later than 10&nbsp;days after the record date for the meeting to
disclose such ownership as of the record date), and (C)&nbsp;any other information relating to such stockholder and Stockholder Associated 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, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section&nbsp;14 of the Exchange Act; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) if the notice relates to any business other than the nomination of a director that the stockholder proposes to bring
before the meeting, set forth (A)&nbsp;a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated
Person, if any, in such business, (B)&nbsp;a description of all agreements, arrangements and understandings between such stockholder and Stockholder Associated Person and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10&nbsp;days after the record date for the meeting for any such agreements, arrangements or
understandings in effect but not previously disclosed as of the record date), and (C)&nbsp;a description of all agreements, arrangements or understandings (including without limitation any derivative or short positions, profit interests, options,
hedging transactions, and borrowed or loaned shares) that have been entered into as of the date of the stockholder&#146;s notice by, or on behalf of, such stockholder or Stockholder Associated Person, the effect or intent of which is to mitigate
loss, manage risk or benefit from changes in the share price of the common stock of the Corporation or any series of preferred stock of the Corporation or any other series or class of stock of the Corporation as set forth in the Restated Certificate
of Incorporation, or maintain, increase or decrease the voting power of the stockholder or Stockholder Associated Person with respect to any common stock of the Corporation or any series of preferred stock of the Corporation or any other series or
class of stock of the Corporation as set forth in the Restated Certificate of Incorporation (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10 days after the record date for the meeting for any
such agreements, arrangements or understandings in effect but not previously disclosed as of the record date); </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) set
forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director (A)&nbsp;all information relating to such 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 in a contested election pursuant to Section&nbsp;14 of the Exchange Act (including such person&#146;s written consent to being named in the proxy statement as
a nominee and to serving as a director if elected) and (B)&nbsp;a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings in </P>
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effect and during the past three years, and any other relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates,
or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that
would be required to be disclosed pursuant to Item&nbsp;404 promulgated under Regulation S-K if the stockholder making the nomination and any Stockholder Associated Person on whose behalf the nomination is made, if any, or any affiliate or associate
thereof or person acting in concert therewith, were the &#147;registrant&#148; for purposes of such rule and the nominee were a director or executive officer of such registrant; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed
questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation 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&#146;s understanding of the independence, or lack thereof, of such nominee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding anything in the second sentence of Paragraph&nbsp;(b) of this Section&nbsp;9 to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased, whether by increase in the size of the Board of Directors, or by any vacancy in the Board of Directors to be filled at such annual meeting,
and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70&nbsp;days prior to the first anniversary of the preceding year&#146;s annual
meeting, a stockholder&#146;s notice required by this Section&nbsp;9 shall also be considered timely, but only with respect to nominees for such vacant positions and for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9A</U>.</B> <U>Proxy Access for Director Nominations</U>. The Corporation shall include in its proxy statement for its annual meeting of
stockholders the name, together with the Required Information (as defined below), of any person nominated for election (a &#147;Stockholder Nominee&#148;) to the Board of Directors by a stockholder that satisfies, or by a group of no more than 20
stockholders that satisfy, the requirements of this Section&nbsp;9A (an &#147;Eligible Stockholder&#148;), and that expressly elects at the time of providing the notice required by this Section&nbsp;9A (the &#147;Nomination Notice&#148;) to have its
nominee included in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Delivery of Nomination Notice</U>. A
stockholder&#146;s Nomination Notice, together with the Required Information, must be delivered to the Secretary of the Corporation not less than 120 days and not more than 150 days prior to the one year anniversary of the preceding year&#146;s
annual stockholder meeting; provided, however, that if the date of the annual stockholder meeting is more than 30 days before or more than 60 days after such anniversary date, the Nomination Notice must be so delivered not later than the 120th day
prior to such annual stockholder meeting, or, if later, the 10th day following the day on which public announcement of the date of such annual stockholder meeting was first made. In no event shall the public announcement of an adjournment or
postponement of an annual stockholder meeting commence a new time period (or extend any time period) for the giving of a Nomination Notice as described above. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Required Information</U>. For purposes of this Section&nbsp;9A, the &#147;Required
Information&#148; that the Corporation will include in its proxy statement is (i)&nbsp;the information concerning the Stockholder Nominee and the Eligible Stockholder that, as determined by the Board of Directors, is required to be disclosed in the
Corporation&#146;s proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (ii)&nbsp;if the Eligible Stockholder so elects, a written statement not to exceed 500 words, in support of the Stockholder
Nominee&#146;s candidacy (the &#147;Statement&#148;), which must be provided at the same time as the Nomination Notice. Notwithstanding anything to the contrary contained in this Section&nbsp;9A, the Corporation may omit from its proxy materials any
information or Statement (or portion thereof) that (A)&nbsp;directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations,
without factual foundation, with respect to, any person; or (B)&nbsp;would violate any applicable law or regulation. Nothing in this Section&nbsp;9A shall limit the ability of the Corporation to solicit proxies against the Stockholder Nominee or to
include in its own proxy materials the Corporation&#146;s own statements or any other additional information relating to any Eligible Stockholder or Stockholder Nominee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Number of Stockholder Nominees</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The number of Stockholder Nominees appearing in the Corporation&#146;s proxy materials with respect to an annual
stockholder meeting pursuant to this Section&nbsp;9A shall not exceed the greater of (A)&nbsp;two or (B)&nbsp;20% of the number of directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this Section&nbsp;9A,
or if such amount is not a whole number, the closest whole number below 20%; provided, however, that this maximum number shall be reduced, but not below zero, by the number of (I)&nbsp;Stockholder Nominees that were submitted by an Eligible
Stockholder for inclusion in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board nominees, and (II)&nbsp;director candidates for
which the Corporation shall have received one or more valid stockholder notices (whether or not subsequently withdrawn) nominating director candidates pursuant to Section&nbsp;9. In the event that one or more vacancies for any reason occurs on the
Board of Directors after the last day on which a Nomination Notice can be delivered pursuant to this Section&nbsp;9A but before the date of the annual stockholder meeting and the Board of Directors resolves to reduce the size of the Board of
Directors in connection therewith, the maximum number of Stockholder Nominees included in the Corporation&#146;s proxy materials shall be calculated based on the number of directors as so reduced. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section&nbsp;9A exceeds this
maximum number, each Eligible Stockholder will select one Stockholder Nominee for inclusion in the Corporation&#146;s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the common
stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Nomination Notice submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this
selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Following the determination of which Stockholder Nominees shall be included in the Corporation&#146;s proxy materials, if
any Stockholder Nominee who satisfies the eligibility requirements herein is thereafter: nominated by the Board of Directors; is otherwise not included in the Corporation&#146;s proxy materials; or is not submitted for director election for any
reason (including the Eligible Stockholder&#146;s or Stockholder Nominee&#146;s failure to comply with the requirements herein), no other nominee or nominees shall be included in the Corporation&#146;s proxy materials or otherwise submitted for
director election in substitution thereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The Corporation shall not be required to include pursuant to this
Section&nbsp;9A any Stockholder Nominee in its proxy materials for any meeting of stockholders (A)&nbsp;if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a
&#147;participant&#148; in another person&#146;s, &#147;solicitation&#148; within the meaning of Rule&nbsp;14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder
Nominee(s) or a nominee of the Board of Directors, (B)&nbsp;who is not independent under the Applicable Independence Standards (as defined below), as determined by the Board of Directors, (C)&nbsp;who serves as an executive officer of a company
where a Corporation employee director serves on the Board of Directors, (D)&nbsp;whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Restated Certificate of Incorporation, the
listing standards of the principal exchange upon which the Corporation&#146;s common stock is traded, or any applicable law, rule or regulation, (E)&nbsp;who is or has been, within the past three years, an officer or director of a competitor, as
defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914, (F)&nbsp;who is a named subject of a pending criminal proceeding (excluding minor traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within
the past ten years, (G)&nbsp;who is subject to any order of the type specified in Rule&nbsp;506(d) of Regulation&nbsp;D promulgated under the Securities Act of 1933, as amended, (H)&nbsp;if such Stockholder Nominee or the applicable Eligible
Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances
under which it was made, not misleading, as determined by the Board of Directors, or (I)&nbsp;if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible
Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)
Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding
that proxies in respect of such vote may have been received by the Corporation, if (A)&nbsp;the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this
Section&nbsp;9A, as determined by the Board of Directors or the person presiding at the annual stockholder meeting, or (B)&nbsp;the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual stockholder meeting to
present any nomination pursuant to this Section&nbsp;9A. For purposes of this Section&nbsp;9A, to be considered a qualified representative of the Eligible Stockholder, a person must be authorized by a writing executed by such Eligible Stockholder,
or an electronic transmission delivered by such Eligible Stockholder, to act for such Eligible Stockholder as proxy at the annual stockholder meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of
the writing or electronic transmission, at the annual stockholder meeting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Ownership Requirements</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) An Eligible Stockholder must have owned (as defined herein) 3% or more of the Corporation&#146;s outstanding common stock
continuously for at least three years (the &#147;Required Shares&#148;) as of both (A)&nbsp;a date within seven days prior to the date of the Nomination Notice and (B)&nbsp;the record date for determining stockholders entitled to vote at the annual
stockholder meeting. The Eligible Stockholder must continue to own the Required Shares through the annual stockholder meeting date. For purposes of satisfying the foregoing ownership requirement under this Section&nbsp;9A, (I)&nbsp;the shares of the
common stock of the Corporation owned by one or more stockholders, or by the person or persons who own shares of the common stock of the Corporation and on whose behalf any stockholder is acting, may be aggregated, provided that the
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 8 - </P>


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number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and (II) a group of funds under common management and investment control
shall be treated as one stockholder or person for this purpose. No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section&nbsp;9A. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) For purposes of Paragraph (a)&nbsp;of Section&nbsp;2 and this Section&nbsp;9A, an Eligible Stockholder shall be deemed to
&#147;own&#148; only those outstanding shares as to which the stockholder possesses both (A)&nbsp;the full voting and investment rights pertaining to the shares and (B)&nbsp;the full economic interest in (including the opportunity for profit and
risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A)&nbsp;and (B)&nbsp;shall not include any shares (I)&nbsp;sold by such stockholder or any of its affiliates in any transaction that has not been
settled or closed, including any short sale, (II) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell, or (III) subject to any option,
warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the
notional amount or value of shares, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (a)&nbsp;reducing in any manner, to any extent or at any time in the future, such stockholder&#146;s or its
affiliates&#146; full right to vote or direct the voting of any such shares, and/or (b)&nbsp;hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">A stockholder shall be deemed to &#147;own&#148; shares held in the name of a nominee or other intermediary so long as the
stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A&nbsp;person&#146;s ownership of shares shall be deemed to continue during any
period in which (A)&nbsp;the person has loaned such shares, provided that the person has the power to recall such loaned shares on three business days&#146; notice; or (B)&nbsp;the person has delegated any voting power by means of a proxy, power of
attorney or other instrument or arrangement that is revocable at any time by the person. The terms &#147;owned,&#148; &#147;owning&#148; and other variations of the word &#147;own&#148; shall have correlative meanings. Whether outstanding shares of
the common stock of the Corporation are &#147;owned&#148; for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Agreements of the Eligible Stockholder</U>. An Eligible Stockholder shall: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, provide the following
information in writing to the Secretary of the Corporation: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) one or more written statements from the record holder of
the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven days prior to the date of the Nomination Notice, the Eligible Stockholder
owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder&#146;s agreement to provide, within five business days after the record date for the annual stockholder meeting, written statements
from the record holder and intermediaries verifying the Eligible Stockholder&#146;s continuous ownership of the Required Shares through the record date; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) a written statement as to whether or not the Eligible Stockholder intends to
maintain ownership of the Required Shares for at least one year following the annual stockholder meeting; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) the written
consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected, together with the information and representations that would be required to be set forth in a stockholder&#146;s notice
of a nomination pursuant to Section&nbsp;9 of this Article I; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) a copy of the Schedule 14N that has been filed with the
Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act, as such rule may be amended; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(E) a
representation and warranty that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder under this Section&nbsp;9A) (I)&nbsp;acquired the Required Shares in the ordinary course of
business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (II) has not nominated and will not nominate for election to the Board of Directors at the annual stockholder meeting any
person other than the Stockholder Nominee(s) being nominated pursuant to this Section&nbsp;9A, (III) has not engaged and will not engage in, and has not and will not be a &#147;participant&#148; in another person&#146;s, &#147;solicitation&#148;
within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual stockholder meeting other than its Stockholder Nominee or a nominee of the Board of Directors, and (IV) will not
distribute to any stockholder any form of proxy for the annual stockholder meeting other than the form distributed by the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(F) in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all
group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(G) an undertaking that the Eligible Stockholder agrees to (I)&nbsp;own the Required Shares through the date of the annual
stockholder meeting, (II) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder&#146;s communications with the stockholders of the Corporation or out of the information that the Eligible
Stockholder provided to the Corporation, (III) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action,
suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the Eligible Stockholder in connection with
its efforts to elect the Stockholder Nominee pursuant to this Section&nbsp;9A, (IV)&nbsp;comply with all other laws and regulations applicable to any solicitation in connection with the annual stockholder meeting, and (V)&nbsp;provide to the
Corporation prior to the annual stockholder meeting such additional information as necessary with respect thereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)
file with the Securities and Exchange Commission any solicitation or other communication with the Corporation&#146;s stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is
required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>Agreements of the Stockholder Nominee</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, a Stockholder Nominee must
deliver to the Secretary of the Corporation a written representation and agreement that the Stockholder Nominee (A)&nbsp;is not and will not become a party to (I)&nbsp;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 &#147;Voting&nbsp;Commitment&#148;) that has not been disclosed to the Corporation, or
(II) any Voting Commitment that could limit or interfere with the Stockholder Nominee&#146;s ability to comply, if elected as a director of the Corporation, with the Stockholder Nominee&#146;s fiduciary duties under applicable law, (B)&nbsp;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 Stockholder Nominee that has not been disclosed to the Corporation, and 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, if elected, (C)&nbsp;will comply with all the Corporation&#146;s corporate governance, conflict of interest, confidentiality and stock
ownership and trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors, as well as any applicable law, rule or regulation or listing requirement, and (D)&nbsp;is qualified and intends to serve as a
director for the entire term for which he or she is standing for election. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) At the request of the Corporation, the
Stockholder Nominee must submit all completed and signed questionnaires required of the Corporation&#146;s directors and officers. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if
each Stockholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the Corporation&#146;s common stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed
standards used by the Board of Directors in determining and disclosing the independence of the Corporation&#146;s directors (the &#147;Applicable Independence Standards&#148;). If the Board of Directors determines that the Stockholder Nominee is not
independent under the Applicable Independence Standards, the Stockholder Nominee will not be eligible for inclusion in the Corporation&#146;s proxy materials. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <U>Authority of the Board of Directors</U>. The Board of Directors (and any other person or body authorized by the Board of Directors)
shall have the power and authority to interpret this Section&nbsp;9A and to make any and all determinations necessary or advisable to apply this Section&nbsp;9A to any persons, facts or circumstances, including the power to determine
(i)&nbsp;whether a person or group of persons qualifies as an Eligible Stockholder; (ii)&nbsp;whether outstanding shares of the Corporation&#146;s common stock are &#147;owned&#148; for purposes of meeting the ownership requirements of this
Section&nbsp;9A; (iii)&nbsp;whether any and all requirements of this Section&nbsp;9A have been satisfied, including a Nomination Notice; (iv)&nbsp;whether a person satisfies the qualifications and requirements to be a Stockholder Nominee, including
any publicly disclosed standards used by the Board of Directors in determining the qualifications of nominees; and (v)&nbsp;whether inclusion of the Required Information in the Corporation&#146;s proxy statement is consistent with all applicable
laws, rules, regulations and listing standards. Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all
persons, including the Corporation and all record or beneficial owners of stock of the Corporation. This Section&nbsp;9A shall be the exclusive means for stockholders to include nominees for election as a director of the Corporation in the
Corporation&#146;s proxy statement and on its form of proxy for an annual stockholder meeting. For avoidance of doubt, the provisions of this Section&nbsp;9A shall not apply to a special meeting of stockholders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;10</U>.</B> <U>Special Meetings of Stockholders</U>. Only such business shall be conducted at
a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation&#146;s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the Corporation&#146;s notice of meeting (a)&nbsp;by or at the direction of the Board of Directors, (b)&nbsp;provided that the Board of Directors has determined that directors shall be elected at such
meeting, by any stockholder of the Corporation who (i)&nbsp;is a stockholder of record at the time of giving of notice provided for in this Section&nbsp;10 and at the time of the special meeting, (ii)&nbsp;is entitled to vote at the meeting and
(iii)&nbsp;complies with the notice procedures set forth in this Section&nbsp;10 or (c)&nbsp;in the case of a special meeting requested by stockholders pursuant to Section&nbsp;2 of this Article I, by the requesting stockholders. In the event the
Corporation calls a special meeting of stockholders (other than a special meeting requested by stockholders) for the purpose of electing one or more directors to the Board of Directors, any stockholder described in Paragraph (b)&nbsp;of this
Section&nbsp;10 may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation&#146;s notice of meeting, if the stockholder&#146;s notice required by Paragraph (b)&nbsp;of Section&nbsp;9 of
this Article&nbsp;I (including the completed and signed questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I) shall be delivered to the Secretary at the principal executive offices of the Corporation not
earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the
giving of a stockholder&#146;s notice as described above. Notwithstanding any other provision of these Bylaws, in the case of a special meeting requested by stockholders pursuant to Section&nbsp;2 of this Article I, no stockholder may nominate a
person for election to the Board of Directors or propose any business to be considered at the meeting, except pursuant to the request for such special meeting pursuant to Section&nbsp;2 of this Article I. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;11</U>.</B> <U>General</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Only such persons who are nominated in accordance with the procedures set forth in Sections&nbsp;2, 9, 9A and 10 of this Article I shall be
eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth therein. Except as otherwise provided by law, the
Restated Certificate of Incorporation or these Bylaws, the presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case
may be, in accordance with the procedures set forth in these Bylaws, and if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal shall be disregarded. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For purposes of Sections 9, 9A and 10 of this Article I, &#147;public announcement&#148; shall mean disclosure in a press release reported
by the Dow Jones News Services, Associated Press, Reuters or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange
Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding the provisions of Sections&nbsp;2, 9, 9A, 10 and 11 of this Article&nbsp;I, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in these Bylaws shall be deemed to affect any rights (i)&nbsp;of stockholders to request inclusion of
proposals in the Corporation&#146;s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii)&nbsp;of the holders of any class or series of Preferred Stock of the Corporation if and to the extent provided under law, the Restated
Certificate of Incorporation or these Bylaws. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;12</U>.</B> <U>Required Vote for Directors</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Majority Vote</U>. Each director to be elected by stockholders shall be elected by the vote of the majority of the votes cast at any
meeting for the election of directors at which a quorum is present. For purposes of this Section&nbsp;12, a majority of votes cast shall mean that the number of shares voted &#147;for&#148; a director&#146;s election exceeds 50% of the number of
votes cast with respect to that director&#146;s election. Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director&#146;s election. Notwithstanding the foregoing, in the event of a
contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a contested election shall mean any
election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
<U>Resignation</U>. If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors. The
Nominating/Governance and Public Policy Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the
tendered resignation, taking into account the Nominating/Governance and Public Policy Committee&#146;s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated
means of communication) its decision regarding the tendered resignation and the rationale behind the Board&#146;s decision within 90&nbsp;days from the date of the certification of the election results. The Nominating/Governance and Public Policy
Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not
participate in the recommendation of the Nominating/Governance and Public Policy Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director&#146;s resignation is not accepted by the Board
of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director&#146;s resignation is accepted by the Board of Directors
pursuant to this Section&nbsp;12, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of
Section&nbsp;2 of Article&nbsp;II or may decrease the size of the Board of Directors pursuant to the provisions of Section&nbsp;1 of Article&nbsp;II of these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;13</U>.</B> <U>Submission of Questionnaire, Representation and Agreement</U>. 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 Sections&nbsp;9 and 10 above) to the Secretary of the Corporation at the principal executive offices of the Corporation
a written and signed questionnaire (in the form customarily used by the Corporation for its directors) 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: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) will abide by the requirements of Section&nbsp;12 of this Article I, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) is not and will not become a party to (i)&nbsp;any Voting Commitment that has not been disclosed to the Corporation or (ii)&nbsp;any Voting
Commitment that could limit or interfere with such persons&#146; ability to comply, if elected as a director of the Corporation, with such person&#146;s fiduciary duties under applicable law, </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) in such person&#146;s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, (i)&nbsp;is
qualified and intends to serve as a director for the entire term for which he or she is standing for election, and (ii)&nbsp;would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed
corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;14</U>.</B> <U>Stockholder Action by Written Consent</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Written Consent</U>. Any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the
Corporation may be taken without a meeting, without prior notice and without a vote of the stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding shares of stock of the
Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Requirements for Written Consent</U>. No written consent shall be effective to take the action referred to therein unless written
consents signed by a sufficient number of stockholders to take such action are delivered to and received by the Corporation in accordance with this Section&nbsp;14 within sixty days of the record date for taking such action by written consent, or if
no such record date has been set, within sixty days of the date the earliest dated written consent was received by the Corporation in accordance with this Section&nbsp;14. Every written consent shall be signed by one or more persons who as of the
record date are stockholders of record, shall bear the date of signature of each such stockholder, and shall set forth the name and address, as they appear in the Corporation&#146;s books, of each stockholder signing such consent and the number of
shares of stock of the Corporation which are owned of record and beneficially by each such stockholder and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal executive office or to any officer or
agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery of such consent shall be by hand or by certified or registered mail, return receipt requested. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Record Date for Stockholder Action by Written Consent</U>. In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent
shall deliver a request asking the Board of Directors to fix a record date (a &#147;Record Date Request&#148;), which request shall be in proper form and delivered to and received by the Secretary at the Corporation&#146;s principal executive
office. To be in proper form, a Record Date Request must be in writing and shall state the purpose or purposes of the action or actions proposed to be taken by written consent. The Board of Directors shall promptly, but in all events within ten days
after the date on which a Record Date Request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days of the date on which a Record Date Request is received, the record date
for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date after the expiration of such ten-day time period
on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with this Section&nbsp;14. If no record </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 14 - </P>


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date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Effectiveness of Written Consent</U>. In the event of the delivery, in the manner provided by this Section&nbsp;14, to the Corporation
of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage an independent inspector of elections for the purpose of promptly, but in no event later than 90 days
after a Record Date Request is received, performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspector to perform such review, no action by written consent without a meeting shall be
effective until such date as the independent inspector certifies to the Corporation that the consents delivered to the Corporation in accordance with this Section&nbsp;14 represent at least the minimum number of votes necessary to take the corporate
action specified in such consent. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors, the Corporation or any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the independent inspector, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation). </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BOARD OF DIRECTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Management and Composition</U>. The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors. Except as otherwise fixed pursuant to the provisions of the Restated Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under specified circumstances, the number of directors shall be as fixed in such manner as may be determined by the vote of not less than a majority of the directors then in office, but shall not be
less than five nor more than thirteen directors. The directors shall be elected as provided in the Restated Certificate of Incorporation at the annual meeting of stockholders, except as provided in Section&nbsp;10 of Article I or Section&nbsp;2 of
this Article&nbsp;II. Each director shall hold office for the full term to which he shall have been elected and until his successor is duly elected and shall qualify, or until his earlier death, resignation or removal. A director need not be a
resident of the State of Delaware or a stockholder of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Vacancy</U>. Any vacancy in the Board of
Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum. Subject to the foregoing, directors elected to fill a vacancy shall
hold office for a term expiring at the next annual meeting of stockholders at which directors are elected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B>
<U>Resignation</U>. Any director may resign at any time by written notice to the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Regular Meetings</U>. Regular
meetings of the Board of Directors shall be held at such place or places within or without the State of Delaware, at such hour and on such day as may be fixed by resolution of the Board of Directors, without further notice of such meetings. The time
or place of holding regular meetings of the Board of Directors may be changed by the Chairman of the Board or the Chief Executive Officer by giving written notice thereof as provided in Section&nbsp;6 of this Article II. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 15 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B> <U>Special Meetings</U>. Special meetings of the Board of Directors shall be held,
whenever called by the Chairman of the Board or the Chief Executive Officer, by a majority of the Board of Directors or by resolution adopted by the Board of Directors, at such place or places within or without the State of Delaware as may be stated
in the notice of the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Notice</U>. Written notice of the time and place of all special meetings of the Board of
Directors, and written notice of any change in the time or place of holding the regular meetings of the Board of Directors, shall be given to each director either personally or by mail, telephone, express delivery service, facsimile, telex or
similar means of communication at least one day before the date of the meeting; provided, however, that notice of any meeting need not be given to any director if waived by him in writing, or if he shall be present at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Quorum, Majority Vote, Participation</U>. A majority of the directors in office shall constitute a quorum of the Board of
Directors for the transaction of business; but a lesser number may adjourn from day to day until a quorum is present. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum, provided however, that such remaining directors constitute not less than one-third of the total number of directors. Except as otherwise provided by law or in these Bylaws, all questions
shall be decided by the vote of a majority of the directors present. Directors may participate in any meeting of the directors, and members of any committee of directors may participate in any meeting of such committee, by means of conference
telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and such participation shall constitute presence in person at any such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B> <U>Written Consent in Lieu of Meeting</U>. Any action which may be taken at a meeting of the directors or members of any
committee of directors may be taken without a meeting if all of the directors or members of such committee of directors, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or copies of the
electronic transmission or transmissions shall be filed with the Secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Compensation</U>. Directors shall be
entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of directors. No provision of these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
</P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>COMMITTEES OF DIRECTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Committees</U>. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more
committees of the Board as they shall so determine. The Board, by resolution adopted by a majority of the whole Board, shall designate an Audit Committee, a Compensation Committee and a Nominating/Governance and Public Policy Committee. Each of the
Audit Committee, Compensation Committee, Nominating/Governance and Public Policy Committee, and any other committee created by the Board shall adopt and publish a written charter describing the committee&#146;s duties and responsibilities in
accordance with applicable securities laws, the requirements of any exchange on which the Corporation&#146;s common stock is listed and the resolutions adopted by the Board applicable to such committee. Any committee of the Board designated by the
Board of Directors shall consist of one or more of the directors of the Corporation. The committees are governed by the same rules regarding meetings, action without meetings, notice and waiver of notice as are applicable to the Board. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 16 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Authority</U>. Any committee of the Board designated by the Board of Directors
shall have and may, except as otherwise limited by statute, the Restated Certificate of Incorporation or these Bylaws, exercise such powers and authority of the Board of Directors in the management of the business of the Corporation as may be
provided in the resolution adopted by the Board of Directors designating such committee of the Board of Directors and in the committee&#146;s charter (if the committee has adopted a charter). Each committee of the Board of Directors may authorize
the seal of the Corporation to be affixed to all papers that may require it. The Board of Directors may designate one or more directors as alternate members of any committee of the Board of Directors who may replace any absent or disqualified member
at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;3.</B> <U>Audit Committee</U>. The Audit Committee shall have the powers, duties and responsibilities set forth in its charter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Compensation Committee</U>. The Compensation Committee shall review the Corporation&#146;s compensation policies and programs
and assist the Board with its responsibilities relating to compensation of the Corporation&#146;s executives and directors, and shall otherwise have the powers, duties and responsibilities set forth in its charter. The Compensation Committee may
also delegate to the Chief Executive Officer or such other executive officer as the Compensation Committee may determine the authority to approve and cause to be placed into effect amendments to employee benefit plans deemed necessary or appropriate
in order to comply with any applicable federal or state statute or regulation or otherwise deemed advisable by the Chief Executive Officer or such other executive officer as the Compensation Committee may determine, provided however, that each such
amendment or related series of amendments so approved shall involve costs to the Corporation not exceeding the expenditure approval authority of the Chief Executive Officer as established from time to time by the Board, and provided further, that
neither the Chief Executive Officer nor any such other executive officer shall have the authority to approve any such amendment if such amendment would (a)&nbsp;materially increase the benefits accruing to participants under such plan,
(b)&nbsp;materially modify the requirements for eligibility for participation in such plan, (c)&nbsp;increase the securities issuable under such plan or (d)&nbsp;require stockholder approval under any provision of the Restated Certificate of
Incorporation, these Bylaws, or any federal or state statute or regulation or the rules of the New&nbsp;York Stock Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U><B>Section&nbsp;5.</B></U> <U>Nominating/Governance and Public Policy Committee</U>. The Nominating/Governance and Public Policy Committee shall have the
powers, duties and responsibilities set forth in its charter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Minutes</U>. Each committee of directors shall keep
regular minutes of its proceedings and report the same to the Board of Directors when required. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Compensation</U>.
Members of special or standing committees of the Board shall be entitled to receive such compensation for serving on such committees as the Board of Directors shall determine. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 17 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CHAIRMAN OF THE BOARD </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Chairman of the
Board of Directors, if there be one, shall be elected from among the directors, shall have the power to preside at all meetings of the Board of Directors and to sign (together with the Secretary or an Assistant Secretary) certificates for shares of
the Corporation, and shall have such other powers and shall be subject to such other duties as the Board of Directors may from time to time prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE V. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICERS
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Officers</U>. The officers of the Corporation shall consist of a Chief Executive Officer, a President, one or more
Vice Presidents, any one or more of which may be designated an Executive Vice President or a Senior Vice President, a Chief Financial Officer, a Secretary, a Treasurer and a Controller. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the
Board of Directors. Any two or more offices may be held by the same person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Election of Officers</U>. The officers of
the Corporation shall be elected annually by the Board of Directors at a regular meeting of the Board of Directors held immediately prior to, or immediately following, the annual meeting of stockholders, or as soon thereafter as conveniently
possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B> <U>Removal</U>. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the Board of
Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving
written notice to the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Vacancy</U>. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B>
<U>Salary</U>. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or pursuant to its direction, and no officer shall be prevented from receiving such salary by reason of his also being a director.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Authority</U>. The Chief Executive Officer, the President and each Vice President shall have authority to sign any
deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Board of Directors or any duly authorized committee thereof, or if so authorized in any approval authority
policy or procedure adopted by or at the direction of the Board of Directors, or if not inconsistent with the Restated Certificate of Incorporation, these Bylaws, any action of the Board of Directors or any duly authorized committee thereof or any
such policy or procedure, and, together with the Secretary or any other officer of the Corporation thereunto authorized by the Board, may sign any certificates for shares of the Corporation which the Board of Directors has authorized to be issued,
except in cases where the signing and execution of any such instrument or certificate has been expressly delegated by these Bylaws or by the Board to some other officer or agent of the Corporation or shall be required by law to be otherwise
executed. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Chief Executive Officer</U>. The Chief Executive Officer shall serve as general
manager of the business and affairs of the Corporation and shall report directly to the Board of Directors, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive Officer shall preside
at all meetings of the stockholders. In the absence of the Chairman of the Board, or if there is no Chairman of the Board, the Chief Executive Officer shall also preside at all meetings of the Board of Directors unless the Board of Directors shall
have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Board of Directors matters of general policy for the Corporation; he shall keep the Board of Directors fully informed and shall consult with them
concerning the business of the Corporation. Subject to the supervision, approval and review of his actions by the Board of Directors, the Chief Executive Officer shall have authority to cause the employment or appointment of and the discharge of
assistant officers, employees and agents of the Corporation, and to fix their compensation; and to suspend for cause, pending final action by the Board of Directors, any officer subordinate to the Chief Executive Officer. The Chief Executive Officer
shall vote, or give a proxy to any other officer of the Corporation to vote, all shares of stock of any other corporation (or any partnership or other interest in any partnership or other enterprise) standing in the name of the Corporation, and in
general he shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors. The Chief Executive Officer shall designate the person or persons who shall exercise
his powers and perform his duties in his absence or disability and the absence or disability of the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B>
<U>President</U>. The President shall in general supervise and control the business operations of the Corporation subject to the control of the Board of Directors and Chief Executive Officer. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall preside at all meetings of the Board of Directors and, in the absence of the Chief Executive Officer, he shall preside at all meetings of the stockholders of the Corporation, unless in either case the Board of
Directors shall have chosen another presiding officer. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning the business of the Corporation. He shall perform all other duties normally incident to such office
and such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the
Chief Executive Officer, unless such authority shall have been designated by the Board of Directors or Chief Executive Officer to another person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Vice Presidents</U>. The Vice Presidents shall perform all duties normally incident to such office and such other duties as
may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;10</U>.</B> <U>General
Counsel, Chief Legal Officer</U>. The Chief Executive Officer shall appoint a general counsel or chief legal officer of the Corporation, who shall have charge of all matters of legal importance to the Corporation and shall keep the Board of
Directors, the Chief Executive Officer and the President advised of the character and progress of all legal proceedings and claims by and against the Corporation, or in which it is interested by reason of its ownership of or affiliation with other
corporations or entities; when requested by the Board of Directors, the Chief Executive Officer or the President, render his opinion upon any subjects of interest to the Corporation which may be referred to him; monitor activities of the Corporation
to assure that the Corporation complies with the laws applicable to the Corporation and in general perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the
Chief Executive Officer or the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;11</U>.</B> <U>Chief Financial Officer</U>. The Chief Financial Officer shall be the
principal financial officer of the Corporation and, unless the Board of Directors shall so designate another officer, shall also be the principal accounting officer of the Corporation. The Chief Financial Officer shall in general supervise and
control the keeping and maintaining of proper and correct accounts of the Corporation&#146;s assets, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 19 - </P>


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liabilities, receipts, disbursements, gains, losses, capital, surplus, shares, properties and business transactions, as well as all funds, securities, evidences of indebtedness and other valuable
documents of the Corporation. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning financial matters affecting the Corporation and shall render such reports to the Board of Directors, the Chief Executive
Officer or the President as they may request. He shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;12</U>.</B> <U>Secretary</U>. The Secretary shall attend, and record and have custody of, the minutes of the meetings of the
stockholders, the Board of Directors and committees of directors; see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; be custodian of the corporate records and of the seal of the Corporation;
sign with the Chairman of the Board, the President or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors; and in general, perform all duties normally
incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;13</U>.</B> <U>Treasurer</U>. The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation; and in
general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;14</U>.</B> <U>Controller</U>. The Controller shall have charge and supervision of and be responsible for the accounting function of the
Corporation and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, Chief Executive Officer or the President. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VI. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SEAL
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The seal of the Corporation shall be in such form as the Board of Directors shall prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATES OF STOCK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The shares of stock
of the Corporation shall be represented by certificates of stock, provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation&#146;s stock may be
uncertificated shares. Owners of shares of the stock of the Corporation shall be recorded in the share transfer records of the Corporation and ownership of such shares shall be evidenced by a certificate or book entry notation in the share transfer
records of the Corporation. Any certificates representing shares of stock of the Corporation shall be signed by the Chairman of the Board, the President or such Vice President or other officer as may be designated by the Board of Directors, and
countersigned by the Secretary or an Assistant Secretary, and if such certificates of stock are signed or countersigned by a transfer agent other than the Corporation, or by a registrar other than the Corporation, such signature of the Chairman of
the Board, President, Vice President, or other officer, and such countersignature of the Secretary or an Assistant Secretary, or any of them, may be executed in facsimile, engraved or printed. In case any officer who has signed or whose facsimile
signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not
ceased to be such at the date of its issuance. Said certificate of stock shall be in such form as the Board of Directors may from time to time prescribe. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VIII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> Each director or officer of the Corporation who was or is made a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a &#147;proceeding&#148;), by reason of the fact that he, or a person of whom he is the legal representative, is
or was a director or officer 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, non-profit or charitable organization,
or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the DGCL (but, in the case of any amendment thereto, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. The right to indemnification conferred in this Section shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or
officer in his capacity as a director or officer (but not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service with respect to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under the applicable provisions of the DGCL. The Corporation may, by action of its Board of Directors or as required pursuant to the Restated Certificate of Incorporation, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> The indemnification and advancement of expenses provided herein shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders, vote of disinterested directors, insurance arrangement or otherwise, both as to action in his official capacity and as to action in another
capacity or holding such office. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IX. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDMENTS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">These Bylaws may be altered,
amended, added to or repealed by the Board of Directors, acting by a majority vote of the members of the Board of Directors in office, or by the affirmative vote of stockholders having a majority of the voting power of the then outstanding voting
stock, voting together as a single class. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit 3.05 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PROPOSED VALERO ENERGY CORPORATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BYLAWS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Amended and
Restated effective as of<STRIKE> September&nbsp;20, 2017</STRIKE><U> [__]</U>) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MEETINGS OF STOCKHOLDERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Date, Time and Location of Annual Meeting</U>. The annual meeting of stockholders shall be held at such date and time and at
such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting for the purposes of electing directors and of transacting such other business as may properly come before the meeting. At least ten
days&#146; notice shall be given to the stockholders of the date, time and place so fixed. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to
the date previously scheduled for such annual meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Calling of Special Meetings</U>. Except as otherwise provided by law or by the Restated Certificate of Incorporation of the Corporation,
as from time to time amended (the &#147;Restated Certificate of Incorporation&#148;), special meetings of the stockholders may be called only by (i)&nbsp;the Chief Executive Officer, (ii)&nbsp;by the Board of Directors pursuant to a resolution
adopted by a majority of the directors which the Corporation would have if there were no vacancies, or (iii)&nbsp;by the Secretary upon the written request of stockholders owning (as defined in Article I, Section&nbsp;9A(d)(ii) below) at least 20
percent, in the aggregate, of the voting power of the outstanding voting stock entitled to vote at such a meeting (the &#147;Requisite Percentage&#148;). The record date for determining stockholders entitled to request a special meeting pursuant to
clause (iii)&nbsp;shall be the date on which the first request for such special meeting was delivered to the Secretary. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Stockholder
Requested Special Meetings</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Any request by stockholders for a special meeting must be signed by each stockholder,
or a duly authorized agent, requesting such special meeting and include (A)&nbsp;the specific purpose of the meeting, the matters proposed to be acted on at the meeting and the reasons for conducting such business at the meeting, (B)&nbsp;the name
and address of each such stockholder and date of signature, (C)&nbsp;the number of shares of each class of stock owned of record or beneficially by each such stockholder, (D)&nbsp;documentary evidence that the requesting stockholders own the
Requisite Percentage, provided that if the requesting stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request by stockholders must also include documentary evidence that the
beneficial owners on whose behalf the special request is made beneficially own the Requisite Percentage, (E)&nbsp;all information relating to each such stockholder that would be required to be disclosed in solicitations of proxies for election of
directors in an election contest (even if an election contest is not the subject of the special meeting request) or would otherwise be required, in each case pursuant to Section&nbsp;14 of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), and the rules and regulations promulgated thereunder (or any successor provision of the Exchange Act or the rules or regulations promulgated thereunder), whether or not Section&nbsp;14 of the Exchange Act is then
applicable to the Corporation, and (F)&nbsp;the information required for matters to be properly brought by stockholders before an annual meeting of stockholders as set forth in Article I, Sections 9, 11 and 13 below, as applicable, with respect to
any nomination to the Board of Directors or other business proposed to be presented at the special meeting and as to the stockholders requesting the meeting (or the persons on whose behalf the stockholder is acting, as applicable). </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) A special meeting request shall not be valid (and the Secretary shall have
no obligation to call a special meeting in respect of such special meeting request) if it (A)&nbsp;does not comply with these Bylaws, (B)&nbsp;relates to an item of business that is not a proper subject for stockholder action under applicable law,
(C)&nbsp;is an item of business that is the same or substantially similar (as determined in good faith by the Board of Directors, hereafter a &#147;Similar Item&#148;) to a matter that was presented at a meeting of stockholders occurring within
ninety days preceding the date of the stockholders&#146; request for a special meeting, (D)&nbsp;a Similar Item is included in the Corporation&#146;s notice to be brought before a meeting of stockholders that has been called but not yet held,
(E)&nbsp;the special meeting request is delivered during the period commencing ninety days prior to the first anniversary of the previous year&#146;s annual meeting of stockholders and ending on the date of the next annual meeting of stockholders,
or (F)&nbsp;was made in violation of Regulation&nbsp;14A under the Exchange Act, to the extent applicable, or other applicable law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Stockholders may revoke the request for a special meeting at any time by written revocation delivered to the Secretary,
and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares required in order for the stockholders to request the calling of a special meeting, the Board of
Directors, in its discretion, may cancel the special meeting. A special meeting request shall be deemed revoked (and any meeting scheduled in response may be canceled) if the stockholders submitting the special meeting request, and any beneficial
owners on whose behalf they are acting, do not continue to own (as defined in Article I, Section&nbsp;9A(d)(ii) below) at least the Requisite Percentage at all times between the date the special meeting request is received by the Corporation and the
date of the applicable special meeting of stockholders, and the requesting stockholder(s) shall promptly notify the Secretary of any decrease in ownership of shares of the Corporation that results in such a revocation. If, as a result of any such
revocation, there are no longer valid unrevoked written requests representing the Requisite Percentage, there shall be no requirement to call or hold a special meeting of stockholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Conduct of Special Meeting</U>. Business transacted at a special meeting requested by stockholders shall be limited to the purpose
stated in such request; provided, however, that the Board of Directors shall be able to submit additional matters to stockholders at any such special meeting. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Date and Time of Special Meetings</U>. Upon written request of any person or persons who have duly called a special meeting (other than
with respect to a special meeting requested by a stockholder pursuant to this Section&nbsp;2), it shall be the duty of the Secretary to fix the date and time of the special meeting (which date shall be not less than ten nor more than sixty days
after receipt of the request). If the Secretary shall neglect or refuse to fix the date or time of such a meeting, the person or persons calling the meeting may do so. With respect to any special meeting requested by stockholders pursuant to this
Section&nbsp;2, the Board of Directors shall fix the date and time of the special meeting, and in doing so may consider such factors as the Board of Directors deems relevant, including without limitation, the nature of the matters to be considered,
the facts and circumstances related to any request for a meeting, and any plan of the Board of Directors to call an annual meeting or special meeting. Any previously scheduled special meeting of the stockholders may be postponed by resolution of the
Board of Directors upon public notice given on or prior to the date previously scheduled for such special meeting of stockholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 2 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B> <U>Location of Special Meetings</U>. Every special meeting of the stockholders
shall be held at such place within or without the State of Delaware as the Board of Directors may designate, or, in the absence of such designation, at the registered office of the Corporation in the State of Delaware. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Notice</U>. Written notice of every meeting of the stockholders shall be given by the Secretary to each stockholder of record
entitled to vote at the meeting, by placing such notice in the mail at least ten days, but not more than sixty days, prior to the date fixed for the meeting addressed to each stockholder at his address appearing on the books of the Corporation or
supplied by him to the Corporation for the purpose of notice. Any such notice shall include a statement of the purpose or purposes for which the special meeting is called. If the Secretary shall neglect or refuse to give notice of a meeting of the
stockholders, other than a special meeting requested by stockholders, the person or persons calling the meeting may do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B>
<U>Record Date for Meetings</U>. The Board of Directors may fix a date, which date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which date shall be not less than ten nor more
than sixty days preceding the date of any meeting of stockholders, as a record date for the determination of stockholders entitled to notice of, or to vote at, any such meeting. The Board of Directors shall not close the books of the Corporation
against transfers of shares during the whole or any part of such period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Form of Proxy</U>. The notice of every meeting
of the stockholders may be accompanied by a form of proxy approved by the Board of Directors in favor of such person or persons as the Board of Directors may select. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Quorum and Voting</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Except as otherwise provided by law or by the Restated Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the
presence in person or by proxy of the holders of the outstanding shares of stock of the Corporation entitled to vote thereat and having a majority of the voting power with respect to a subject matter shall constitute a quorum for the transaction of
business as to that subject matter, and all questions with respect to a subject matter, except the election of directors, shall be decided by vote of the shares having a majority of the voting power so represented in person or by proxy at the
meeting and entitled to vote thereat. The stockholders present at any duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder (which for purposes hereof may include a signature and form of proxy pursuant to a facsimile or telegraphic form of proxy or any other instrument acceptable to the duly appointed inspector or inspectors of such
election), bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the Corporation before, or at the time of, the meeting, or by such other method as may be
permitted under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the &#147;DGCL&#148;), and approved by the Board of Directors. If such instrument shall designate two or more persons to act as
proxies, unless such instrument shall provide to the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting thereby conferred, or if only
one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the
shares as he is of the proxies representing such shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any other corporation owning voting shares in the Corporation may vote the same by its
President or by proxy appointed by him, unless some other person shall be appointed to vote such shares by resolution of the Board of Directors of such shareholder corporation. A partnership holding shares of the Corporation may vote such shares by
any general partner or by proxy appointed by any general partner. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled
to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to
vote such shares, unless in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B> <U>Adjournment</U>. Except as otherwise provided by law or by the Restated Certificate of Incorporation, the presiding officer
of any meeting or the holders of a majority of the shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, whether a quorum is present, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting. At any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided, that 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 adjourned meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Nominations and Proposals for Annual Meetings of Stockholders</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of Directors, or (iii)&nbsp;by any stockholder of the Corporation who
(A)&nbsp;was a stockholder of record at the time of giving of the notice provided for in this Section&nbsp;9 and at the time of the annual meeting, (B)&nbsp;is entitled to vote with respect to such matter at the meeting, and (C)&nbsp;complies with
the notice procedures set forth in this Section&nbsp;9. At any annual meeting of stockholders, the presiding officer of such meeting may announce the nominations and other business to be considered which are set forth in the Corporation&#146;s
notice of meeting and proxy statement and, by virtue thereof, such nominations and other business so announced shall be properly before such meeting and may be considered and voted upon by the stockholders of the Corporation entitled to vote thereat
without further requirement of nomination, motion or second. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii)&nbsp;of Paragraph (a)&nbsp;of this Section&nbsp;9, the stockholder making such nominations or proposing such other business must theretofore have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder&#146;s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year&#146;s annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30&nbsp;days before or more than 60&nbsp;days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder&#146;s notice as described above. To be in proper form, a stockholder&#146;s notice to the Secretary must: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) set forth, as to the stockholder giving the notice and the Stockholder
Associated Person (which is defined as any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, any affiliate or associate (as such terms are defined for purposes of the Exchange Act) of the
stockholder and any other person acting in concert with any of them, and any person controlling, controlled by or under common control with such person), if any, on whose behalf the nomination or proposal is made (A)&nbsp;the name and address of
such stockholder, as they appear on the Corporation&#146;s books, and of such Stockholder Associated Person, if any, (B)&nbsp;the class or series and number of shares of the Corporation that are owned beneficially and of record by such stockholder
and such Stockholder Associated Person, if any, as of the date of such notice (which information shall be supplemented by such stockholder and Stockholder Associated Person not later than 10&nbsp;days after the record date for the meeting to
disclose such ownership as of the record date), and (C)&nbsp;any other information relating to such stockholder and Stockholder Associated 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, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section&nbsp;14 of the Exchange Act; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) if the notice relates to any business other than the nomination of a director that the stockholder proposes to bring
before the meeting, set forth (A)&nbsp;a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated
Person, if any, in such business, (B)&nbsp;a description of all agreements, arrangements and understandings between such stockholder and Stockholder Associated Person and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10&nbsp;days after the record date for the meeting for any such agreements, arrangements or
understandings in effect but not previously disclosed as of the record date), and (C)&nbsp;a description of all agreements, arrangements or understandings (including without limitation any derivative or short positions, profit interests, options,
hedging transactions, and borrowed or loaned shares) that have been entered into as of the date of the stockholder&#146;s notice by, or on behalf of, such stockholder or Stockholder Associated Person, the effect or intent of which is to mitigate
loss, manage risk or benefit from changes in the share price of the common stock of the Corporation or any series of preferred stock of the Corporation or any other series or class of stock of the Corporation as set forth in the Restated Certificate
of Incorporation, or maintain, increase or decrease the voting power of the stockholder or Stockholder Associated Person with respect to any common stock of the Corporation or any series of preferred stock of the Corporation or any other series or
class of stock of the Corporation as set forth in the Restated Certificate of Incorporation (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10 days after the record date for the meeting for any
such agreements, arrangements or understandings in effect but not previously disclosed as of the record date); </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) set
forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director (A)&nbsp;all information relating to such 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 in a contested election pursuant to Section&nbsp;14 of the Exchange Act (including such person&#146;s written consent to being named in the proxy statement as
a nominee and to serving as a director if elected) and (B)&nbsp;a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings in </P>
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effect and during the past three years, and any other relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates,
or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that
would be required to be disclosed pursuant to Item&nbsp;404 promulgated under Regulation S-K if the stockholder making the nomination and any Stockholder Associated Person on whose behalf the nomination is made, if any, or any affiliate or associate
thereof or person acting in concert therewith, were the &#147;registrant&#148; for purposes of such rule and the nominee were a director or executive officer of such registrant; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed
questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation 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&#146;s understanding of the independence, or lack thereof, of such nominee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding anything in the second sentence of Paragraph&nbsp;(b) of this Section&nbsp;9 to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased, whether by increase in the size of the Board of Directors, or by any vacancy in the Board of Directors to be filled at such annual meeting,
and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70&nbsp;days prior to the first anniversary of the preceding year&#146;s annual
meeting, a stockholder&#146;s notice required by this Section&nbsp;9 shall also be considered timely, but only with respect to nominees for such vacant positions and for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9A</U>.</B> <U>Proxy Access for Director Nominations</U>. The Corporation shall include in its proxy statement for its annual meeting of
stockholders the name, together with the Required Information (as defined below), of any person nominated for election (a &#147;Stockholder Nominee&#148;) to the Board of Directors by a stockholder that satisfies, or by a group of no more than 20
stockholders that satisfy, the requirements of this Section&nbsp;9A (an &#147;Eligible Stockholder&#148;), and that expressly elects at the time of providing the notice required by this Section&nbsp;9A (the &#147;Nomination Notice&#148;) to have its
nominee included in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Delivery of Nomination Notice</U>. A
stockholder&#146;s Nomination Notice, together with the Required Information, must be delivered to the Secretary of the Corporation not less than 120 days and not more than 150 days prior to the one year anniversary of the preceding year&#146;s
annual stockholder meeting; provided, however, that if the date of the annual stockholder meeting is more than 30 days before or more than 60 days after such anniversary date, the Nomination Notice must be so delivered not later than the 120th day
prior to such annual stockholder meeting, or, if later, the 10th day following the day on which public announcement of the date of such annual stockholder meeting was first made. In no event shall the public announcement of an adjournment or
postponement of an annual stockholder meeting commence a new time period (or extend any time period) for the giving of a Nomination Notice as described above. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Required Information</U>. For purposes of this Section&nbsp;9A, the &#147;Required
Information&#148; that the Corporation will include in its proxy statement is (i)&nbsp;the information concerning the Stockholder Nominee and the Eligible Stockholder that, as determined by the Board of Directors, is required to be disclosed in the
Corporation&#146;s proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (ii)&nbsp;if the Eligible Stockholder so elects, a written statement not to exceed 500 words, in support of the Stockholder
Nominee&#146;s candidacy (the &#147;Statement&#148;), which must be provided at the same time as the Nomination Notice. Notwithstanding anything to the contrary contained in this Section&nbsp;9A, the Corporation may omit from its proxy materials any
information or Statement (or portion thereof) that (A)&nbsp;directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations,
without factual foundation, with respect to, any person; or (B)&nbsp;would violate any applicable law or regulation. Nothing in this Section&nbsp;9A shall limit the ability of the Corporation to solicit proxies against the Stockholder Nominee or to
include in its own proxy materials the Corporation&#146;s own statements or any other additional information relating to any Eligible Stockholder or Stockholder Nominee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Number of Stockholder Nominees</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The number of Stockholder Nominees appearing in the Corporation&#146;s proxy materials with respect to an annual
stockholder meeting pursuant to this Section&nbsp;9A shall not exceed the greater of (A)&nbsp;two or (B)&nbsp;20% of the number of directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this Section&nbsp;9A,
or if such amount is not a whole number, the closest whole number below 20%; provided, however, that this maximum number shall be reduced, but not below zero, by the number of (I)&nbsp;Stockholder Nominees that were submitted by an Eligible
Stockholder for inclusion in the Corporation&#146;s proxy materials pursuant to this Section&nbsp;9A but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board nominees, and (II)&nbsp;director candidates for
which the Corporation shall have received one or more valid stockholder notices (whether or not subsequently withdrawn) nominating director candidates pursuant to Section&nbsp;9. In the event that one or more vacancies for any reason occurs on the
Board of Directors after the last day on which a Nomination Notice can be delivered pursuant to this Section&nbsp;9A but before the date of the annual stockholder meeting and the Board of Directors resolves to reduce the size of the Board of
Directors in connection therewith, the maximum number of Stockholder Nominees included in the Corporation&#146;s proxy materials shall be calculated based on the number of directors as so reduced. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section&nbsp;9A exceeds this
maximum number, each Eligible Stockholder will select one Stockholder Nominee for inclusion in the Corporation&#146;s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the common
stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Nomination Notice submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this
selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Following the determination of which Stockholder Nominees shall be included in the Corporation&#146;s proxy materials, if
any Stockholder Nominee who satisfies the eligibility requirements herein is thereafter: nominated by the Board of Directors; is otherwise not included in the Corporation&#146;s proxy materials; or is not submitted for director election for any
reason (including the Eligible Stockholder&#146;s or Stockholder Nominee&#146;s failure to comply with the requirements herein), no other nominee or nominees shall be included in the Corporation&#146;s proxy materials or otherwise submitted for
director election in substitution thereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The Corporation shall not be required to include pursuant to this
Section&nbsp;9A any Stockholder Nominee in its proxy materials for any meeting of stockholders (A)&nbsp;if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a
&#147;participant&#148; in another person&#146;s, &#147;solicitation&#148; within the meaning of Rule&nbsp;14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder
Nominee(s) or a nominee of the Board of Directors, (B)&nbsp;who is not independent under the Applicable Independence Standards (as defined below), as determined by the Board of Directors, (C)&nbsp;who serves as an executive officer of a company
where a Corporation employee director serves on the Board of Directors, (D)&nbsp;whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Restated Certificate of Incorporation, the
listing standards of the principal exchange upon which the Corporation&#146;s common stock is traded, or any applicable law, rule or regulation, (E)&nbsp;who is or has been, within the past three years, an officer or director of a competitor, as
defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914, (F)&nbsp;who is a named subject of a pending criminal proceeding (excluding minor traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within
the past ten years, (G)&nbsp;who is subject to any order of the type specified in Rule&nbsp;506(d) of Regulation&nbsp;D promulgated under the Securities Act of 1933, as amended, (H)&nbsp;if such Stockholder Nominee or the applicable Eligible
Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances
under which it was made, not misleading, as determined by the Board of Directors, or (I)&nbsp;if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible
Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section&nbsp;9A. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)
Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding
that proxies in respect of such vote may have been received by the Corporation, if (A)&nbsp;the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this
Section&nbsp;9A, as determined by the Board of Directors or the person presiding at the annual stockholder meeting, or (B)&nbsp;the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual stockholder meeting to
present any nomination pursuant to this Section&nbsp;9A. For purposes of this Section&nbsp;9A, to be considered a qualified representative of the Eligible Stockholder, a person must be authorized by a writing executed by such Eligible Stockholder,
or an electronic transmission delivered by such Eligible Stockholder, to act for such Eligible Stockholder as proxy at the annual stockholder meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of
the writing or electronic transmission, at the annual stockholder meeting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Ownership Requirements</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) An Eligible Stockholder must have owned (as defined herein) 3% or more of the Corporation&#146;s outstanding common stock
continuously for at least three years (the &#147;Required Shares&#148;) as of both (A)&nbsp;a date within seven days prior to the date of the Nomination Notice and (B)&nbsp;the record date for determining stockholders entitled to vote at the annual
stockholder meeting. The Eligible Stockholder must continue to own the Required Shares through the annual stockholder meeting date. For purposes of satisfying the foregoing ownership requirement under this Section&nbsp;9A, (I)&nbsp;the shares of the
common stock of the Corporation owned by one or more stockholders, or by the person or persons who own shares of the common stock of the Corporation and on whose behalf any stockholder is acting, may be aggregated, provided that the
</P>
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number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and (II) a group of funds under common management and investment control
shall be treated as one stockholder or person for this purpose. No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section&nbsp;9A. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) For purposes of Paragraph (a)&nbsp;of Section&nbsp;2 and this Section&nbsp;9A, an Eligible Stockholder shall be deemed to
&#147;own&#148; only those outstanding shares as to which the stockholder possesses both (A)&nbsp;the full voting and investment rights pertaining to the shares and (B)&nbsp;the full economic interest in (including the opportunity for profit and
risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A)&nbsp;and (B)&nbsp;shall not include any shares (I)&nbsp;sold by such stockholder or any of its affiliates in any transaction that has not been
settled or closed, including any short sale, (II) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell, or (III) subject to any option,
warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the
notional amount or value of shares, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (a)&nbsp;reducing in any manner, to any extent or at any time in the future, such stockholder&#146;s or its
affiliates&#146; full right to vote or direct the voting of any such shares, and/or (b)&nbsp;hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">A stockholder shall be deemed to &#147;own&#148; shares held in the name of a nominee or other intermediary so long as the
stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A&nbsp;person&#146;s ownership of shares shall be deemed to continue during any
period in which (A)&nbsp;the person has loaned such shares, provided that the person has the power to recall such loaned shares on three business days&#146; notice; or (B)&nbsp;the person has delegated any voting power by means of a proxy, power of
attorney or other instrument or arrangement that is revocable at any time by the person. The terms &#147;owned,&#148; &#147;owning&#148; and other variations of the word &#147;own&#148; shall have correlative meanings. Whether outstanding shares of
the common stock of the Corporation are &#147;owned&#148; for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Agreements of the Eligible Stockholder</U>. An Eligible Stockholder shall: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, provide the following
information in writing to the Secretary of the Corporation: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) one or more written statements from the record holder of
the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven days prior to the date of the Nomination Notice, the Eligible Stockholder
owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder&#146;s agreement to provide, within five business days after the record date for the annual stockholder meeting, written statements
from the record holder and intermediaries verifying the Eligible Stockholder&#146;s continuous ownership of the Required Shares through the record date; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) a written statement as to whether or not the Eligible Stockholder intends to
maintain ownership of the Required Shares for at least one year following the annual stockholder meeting; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) the written
consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected, together with the information and representations that would be required to be set forth in a stockholder&#146;s notice
of a nomination pursuant to Section&nbsp;9 of this Article I; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) a copy of the Schedule 14N that has been filed with the
Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act, as such rule may be amended; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(E) a
representation and warranty that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder under this Section&nbsp;9A) (I)&nbsp;acquired the Required Shares in the ordinary course of
business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (II) has not nominated and will not nominate for election to the Board of Directors at the annual stockholder meeting any
person other than the Stockholder Nominee(s) being nominated pursuant to this Section&nbsp;9A, (III) has not engaged and will not engage in, and has not and will not be a &#147;participant&#148; in another person&#146;s, &#147;solicitation&#148;
within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual stockholder meeting other than its Stockholder Nominee or a nominee of the Board of Directors, and (IV) will not
distribute to any stockholder any form of proxy for the annual stockholder meeting other than the form distributed by the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(F) in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all
group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(G) an undertaking that the Eligible Stockholder agrees to (I)&nbsp;own the Required Shares through the date of the annual
stockholder meeting, (II) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder&#146;s communications with the stockholders of the Corporation or out of the information that the Eligible
Stockholder provided to the Corporation, (III) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action,
suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the Eligible Stockholder in connection with
its efforts to elect the Stockholder Nominee pursuant to this Section&nbsp;9A, (IV)&nbsp;comply with all other laws and regulations applicable to any solicitation in connection with the annual stockholder meeting, and (V)&nbsp;provide to the
Corporation prior to the annual stockholder meeting such additional information as necessary with respect thereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)
file with the Securities and Exchange Commission any solicitation or other communication with the Corporation&#146;s stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is
required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 10 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>Agreements of the Stockholder Nominee</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Within the time period specified in this Section&nbsp;9A for providing the Nomination Notice, a Stockholder Nominee must
deliver to the Secretary of the Corporation a written representation and agreement that the Stockholder Nominee (A)&nbsp;is not and will not become a party to (I)&nbsp;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 &#147;Voting&nbsp;Commitment&#148;) that has not been disclosed to the Corporation, or
(II) any Voting Commitment that could limit or interfere with the Stockholder Nominee&#146;s ability to comply, if elected as a director of the Corporation, with the Stockholder Nominee&#146;s fiduciary duties under applicable law, (B)&nbsp;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 Stockholder Nominee that has not been disclosed to the Corporation, and 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, if elected, (C)&nbsp;will comply with all the Corporation&#146;s corporate governance, conflict of interest, confidentiality and stock
ownership and trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors, as well as any applicable law, rule or regulation or listing requirement, and (D)&nbsp;is qualified and intends to serve as a
director for the entire term for which he or she is standing for election. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) At the request of the Corporation, the
Stockholder Nominee must submit all completed and signed questionnaires required of the Corporation&#146;s directors and officers. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if
each Stockholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the Corporation&#146;s common stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed
standards used by the Board of Directors in determining and disclosing the independence of the Corporation&#146;s directors (the &#147;Applicable Independence Standards&#148;). If the Board of Directors determines that the Stockholder Nominee is not
independent under the Applicable Independence Standards, the Stockholder Nominee will not be eligible for inclusion in the Corporation&#146;s proxy materials. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <U>Authority of the Board of Directors</U>. The Board of Directors (and any other person or body authorized by the Board of Directors)
shall have the power and authority to interpret this Section&nbsp;9A and to make any and all determinations necessary or advisable to apply this Section&nbsp;9A to any persons, facts or circumstances, including the power to determine
(i)&nbsp;whether a person or group of persons qualifies as an Eligible Stockholder; (ii)&nbsp;whether outstanding shares of the Corporation&#146;s common stock are &#147;owned&#148; for purposes of meeting the ownership requirements of this
Section&nbsp;9A; (iii)&nbsp;whether any and all requirements of this Section&nbsp;9A have been satisfied, including a Nomination Notice; (iv)&nbsp;whether a person satisfies the qualifications and requirements to be a Stockholder Nominee, including
any publicly disclosed standards used by the Board of Directors in determining the qualifications of nominees; and (v)&nbsp;whether inclusion of the Required Information in the Corporation&#146;s proxy statement is consistent with all applicable
laws, rules, regulations and listing standards. Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all
persons, including the Corporation and all record or beneficial owners of stock of the Corporation. This Section&nbsp;9A shall be the exclusive means for stockholders to include nominees for election as a director of the Corporation in the
Corporation&#146;s proxy statement and on its form of proxy for an annual stockholder meeting. For avoidance of doubt, the provisions of this Section&nbsp;9A shall not apply to a special meeting of stockholders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;10</U>.</B> <U>Special Meetings of Stockholders</U>. Only such business shall be conducted at
a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation&#146;s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the Corporation&#146;s notice of meeting (a)&nbsp;by or at the direction of the Board of Directors, (b)&nbsp;provided that the Board of Directors has determined that directors shall be elected at such
meeting, by any stockholder of the Corporation who (i)&nbsp;is a stockholder of record at the time of giving of notice provided for in this Section&nbsp;10 and at the time of the special meeting, (ii)&nbsp;is entitled to vote at the meeting and
(iii)&nbsp;complies with the notice procedures set forth in this Section&nbsp;10 or (c)&nbsp;in the case of a special meeting requested by stockholders pursuant to Section&nbsp;2 of this Article I, by the requesting stockholders. In the event the
Corporation calls a special meeting of stockholders (other than a special meeting requested by stockholders) for the purpose of electing one or more directors to the Board of Directors, any stockholder described in Paragraph (b)&nbsp;of this
Section&nbsp;10 may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation&#146;s notice of meeting, if the stockholder&#146;s notice required by Paragraph (b)&nbsp;of Section&nbsp;9 of
this Article&nbsp;I (including the completed and signed questionnaire, representation and agreement required by Section&nbsp;13 of this Article&nbsp;I) shall be delivered to the Secretary at the principal executive offices of the Corporation not
earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the
giving of a stockholder&#146;s notice as described above. Notwithstanding any other provision of these Bylaws, in the case of a special meeting requested by stockholders pursuant to Section&nbsp;2 of this Article I, no stockholder may nominate a
person for election to the Board of Directors or propose any business to be considered at the meeting, except pursuant to the request for such special meeting pursuant to Section&nbsp;2 of this Article I. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;11</U>.</B> <U>General</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Only such persons who are nominated in accordance with the procedures set forth in Sections&nbsp;2, 9, 9A and 10 of this Article I shall be
eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth therein. Except as otherwise provided by law, the
Restated Certificate of Incorporation or these Bylaws, the presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case
may be, in accordance with the procedures set forth in these Bylaws, and if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal shall be disregarded. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For purposes of Sections 9, 9A and 10 of this Article I, &#147;public announcement&#148; shall mean disclosure in a press release reported
by the Dow Jones News Services, Associated Press, Reuters or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange
Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding the provisions of Sections&nbsp;2, 9, 9A, 10 and 11 of this Article&nbsp;I, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in these Bylaws shall be deemed to affect any rights (i)&nbsp;of stockholders to request inclusion of
proposals in the Corporation&#146;s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii)&nbsp;of the holders of any class or series of Preferred Stock of the Corporation if and to the extent provided under law, the Restated
Certificate of Incorporation or these Bylaws. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;12</U>.</B> <U>Required Vote for Directors</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Majority Vote</U>. Each director to be elected by stockholders shall be elected by the vote of the majority of the votes cast at any
meeting for the election of directors at which a quorum is present. For purposes of this Section&nbsp;12, a majority of votes cast shall mean that the number of shares voted &#147;for&#148; a director&#146;s election exceeds 50% of the number of
votes cast with respect to that director&#146;s election. Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director&#146;s election. Notwithstanding the foregoing, in the event of a
contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a contested election shall mean any
election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
<U>Resignation</U>. If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors. The
Nominating/Governance and Public Policy Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the
tendered resignation, taking into account the Nominating/Governance and Public Policy Committee&#146;s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated
means of communication) its decision regarding the tendered resignation and the rationale behind the Board&#146;s decision within 90&nbsp;days from the date of the certification of the election results. The Nominating/Governance and Public Policy
Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not
participate in the recommendation of the Nominating/Governance and Public Policy Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director&#146;s resignation is not accepted by the Board
of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director&#146;s resignation is accepted by the Board of Directors
pursuant to this Section&nbsp;12, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of
Section&nbsp;2 of Article&nbsp;II or may decrease the size of the Board of Directors pursuant to the provisions of Section&nbsp;1 of Article&nbsp;II of these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;13</U>.</B> <U>Submission of Questionnaire, Representation and Agreement</U>. 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 Sections&nbsp;9 and 10 above) to the Secretary of the Corporation at the principal executive offices of the Corporation
a written and signed questionnaire (in the form customarily used by the Corporation for its directors) 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: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) will abide by the requirements of Section&nbsp;12 of this Article I, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) is not and will not become a party to (i)&nbsp;any Voting Commitment that has not been disclosed to the Corporation or (ii)&nbsp;any Voting
Commitment that could limit or interfere with such persons&#146; ability to comply, if elected as a director of the Corporation, with such person&#146;s fiduciary duties under applicable law, </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) in such person&#146;s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, (i)&nbsp;is
qualified and intends to serve as a director for the entire term for which he or she is standing for election, and (ii)&nbsp;would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed
corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;14</U>.</B> <U>Stockholder Action by Written Consent</U><STRIKE> in Lieu of Meeting Not Permitted. In accordance with
Article&nbsp;VI</STRIKE><U>.</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(a) Written Consent. Any action required or permitted to be taken at any annual meeting or special
meeting</U> of the <STRIKE>Restated Certificate of Incorporation, the </STRIKE>stockholders <U>of the Corporation may be taken without a meeting, without prior notice and without a vote of the stockholders, if a consent or consents in writing,
setting forth the action so taken, is or are signed by the holders of outstanding shares of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. </U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(b) Requirements for Written Consent. No written consent </U>shall
<STRIKE>not be</STRIKE> <U>be effective to take the action referred to therein unless written consents signed by a sufficient number of stockholders to take such action are delivered to and received by the Corporation in accordance with this
Section&nbsp;14 within sixty days of the record date for taking such action by written consent, or if no such record date has been set, within sixty days of the date the earliest dated written consent was received by the Corporation in accordance
with this Section&nbsp;14. Every written consent shall be signed by one or more persons who as of the record date are stockholders of record, shall bear the date of signature of each such stockholder, and shall set forth the name and address, as
they appear in the Corporation&#146;s books, of each stockholder signing such consent and the number of shares of stock of the Corporation which are owned of record and beneficially by each such stockholder and shall be delivered to the Corporation
by delivery to its registered office in Delaware, its principal executive office or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery of such consent shall
be by hand or by certified or registered mail, return receipt requested.</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(c) Record Date for Stockholder Action by Written Consent.
In order that the Corporation may determine the stockholders</U> entitled to consent to corporate action in writing without a meeting<U>, the Board of Directors may fix a record date, which date shall not precede the date upon which the resolution
fixing such record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to
have the stockholders authorize or take corporate action by written consent shall deliver a request asking the Board of Directors to fix a record date (a &#147;Record Date Request&#148;), which request shall be in proper form and delivered to and
received by the Secretary at the Corporation&#146;s principal executive office. To be in proper form, a Record Date Request must be in writing and shall state the purpose or purposes of the action or actions proposed to be taken by written consent.
The Board of Directors shall promptly, but in all events within ten days after the date on which a Record Date Request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days
of the date on which a Record Date Request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law,
shall be the first date after </U> </P>
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<U>the expiration of such ten-day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with this
Section&nbsp;14. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>(d) Effectiveness of Written Consent. In the event of the delivery, in the manner provided by this Section&nbsp;14, to the Corporation of
the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage an independent inspector of elections for the purpose of promptly, but in no event later than 90 days after
a Record Date Request is received, performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspector to perform such review, no action by written consent without a meeting shall be effective
until such date as the independent inspector certifies to the Corporation that the consents delivered to the Corporation in accordance with this Section&nbsp;14 represent at least the minimum number of votes necessary to take the corporate action
specified in such consent. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors, the Corporation or any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the independent inspector, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).</U> </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BOARD OF DIRECTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Management and Composition</U>. The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors. Except as otherwise fixed pursuant to the provisions of the Restated Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under specified circumstances, the number of directors shall be as fixed in such manner as may be determined by the vote of not less than a majority of the directors then in office, but shall not be
less than five nor more than thirteen directors. The directors shall be elected as provided in the Restated Certificate of Incorporation at the annual meeting of stockholders, except as provided in Section&nbsp;10 of Article I or Section&nbsp;2 of
this Article&nbsp;II. Each director shall hold office for the full term to which he shall have been elected and until his successor is duly elected and shall qualify, or until his earlier death, resignation or removal. A director need not be a
resident of the State of Delaware or a stockholder of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Vacancy</U>. Any vacancy in the Board of
Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum. Subject to the foregoing, directors elected to fill a vacancy shall
hold office for a term expiring at the next annual meeting of stockholders at which directors are elected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B>
<U>Resignation</U>. Any director may resign at any time by written notice to the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Regular Meetings</U>. Regular meetings of the Board of Directors shall be held
at such place or places within or without the State of Delaware, at such hour and on such day as may be fixed by resolution of the Board of Directors, without further notice of such meetings. The time or place of holding regular meetings of the
Board of Directors may be changed by the Chairman of the Board or the Chief Executive Officer by giving written notice thereof as provided in Section&nbsp;6 of this Article II. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B> <U>Special Meetings</U>. Special meetings of the Board of Directors shall be held, whenever called by the Chairman of the Board
or the Chief Executive Officer, by a majority of the Board of Directors or by resolution adopted by the Board of Directors, at such place or places within or without the State of Delaware as may be stated in the notice of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Notice</U>. Written notice of the time and place of all special meetings of the Board of Directors, and written notice of any
change in the time or place of holding the regular meetings of the Board of Directors, shall be given to each director either personally or by mail, telephone, express delivery service, facsimile, telex or similar means of communication at least one
day before the date of the meeting; provided, however, that notice of any meeting need not be given to any director if waived by him in writing, or if he shall be present at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Quorum, Majority Vote, Participation</U>. A majority of the directors in office shall constitute a quorum of the Board of
Directors for the transaction of business; but a lesser number may adjourn from day to day until a quorum is present. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum, provided however, that such remaining directors constitute not less than one-third of the total number of directors. Except as otherwise provided by law or in these Bylaws, all questions
shall be decided by the vote of a majority of the directors present. Directors may participate in any meeting of the directors, and members of any committee of directors may participate in any meeting of such committee, by means of conference
telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and such participation shall constitute presence in person at any such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B> <U>Written Consent in Lieu of Meeting</U>. Any action which may be taken at a meeting of the directors or members of any
committee of directors may be taken without a meeting if all of the directors or members of such committee of directors, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or copies of the
electronic transmission or transmissions shall be filed with the Secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Compensation</U>. Directors shall be
entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee of directors. No provision of these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
</P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>COMMITTEES OF DIRECTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Committees</U>. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more
committees of the Board as they shall so determine. The Board, by resolution adopted by a majority of the whole Board, shall designate an Audit Committee, a Compensation Committee and a Nominating/Governance and Public Policy Committee. Each of the
Audit Committee, Compensation Committee, Nominating/Governance and Public Policy Committee, and any other committee created by the Board shall adopt and publish a written charter describing the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 16 - </P>


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committee&#146;s duties and responsibilities in accordance with applicable securities laws, the requirements of any exchange on which the Corporation&#146;s common stock is listed and the
resolutions adopted by the Board applicable to such committee. Any committee of the Board designated by the Board of Directors shall consist of one or more of the directors of the Corporation. The committees are governed by the same rules regarding
meetings, action without meetings, notice and waiver of notice as are applicable to the Board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Authority</U>. Any
committee of the Board designated by the Board of Directors shall have and may, except as otherwise limited by statute, the Restated Certificate of Incorporation or these Bylaws, exercise such powers and authority of the Board of Directors in the
management of the business of the Corporation as may be provided in the resolution adopted by the Board of Directors designating such committee of the Board of Directors and in the committee&#146;s charter (if the committee has adopted a charter).
Each committee of the Board of Directors may authorize the seal of the Corporation to be affixed to all papers that may require it. The Board of Directors may designate one or more directors as alternate members of any committee of the Board of
Directors who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;3.</B> <U>Audit Committee</U>. The Audit Committee shall have the powers, duties and responsibilities set forth in its charter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Compensation Committee</U>. The Compensation Committee shall review the Corporation&#146;s compensation policies and programs
and assist the Board with its responsibilities relating to compensation of the Corporation&#146;s executives and directors, and shall otherwise have the powers, duties and responsibilities set forth in its charter. The Compensation Committee may
also delegate to the Chief Executive Officer or such other executive officer as the Compensation Committee may determine the authority to approve and cause to be placed into effect amendments to employee benefit plans deemed necessary or appropriate
in order to comply with any applicable federal or state statute or regulation or otherwise deemed advisable by the Chief Executive Officer or such other executive officer as the Compensation Committee may determine, provided however, that each such
amendment or related series of amendments so approved shall involve costs to the Corporation not exceeding the expenditure approval authority of the Chief Executive Officer as established from time to time by the Board, and provided further, that
neither the Chief Executive Officer nor any such other executive officer shall have the authority to approve any such amendment if such amendment would (a)&nbsp;materially increase the benefits accruing to participants under such plan,
(b)&nbsp;materially modify the requirements for eligibility for participation in such plan, (c)&nbsp;increase the securities issuable under such plan or (d)&nbsp;require stockholder approval under any provision of the Restated Certificate of
Incorporation, these Bylaws, or any federal or state statute or regulation or the rules of the New&nbsp;York Stock Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U><B>Section&nbsp;5.</B></U> <U>Nominating/Governance and Public Policy Committee</U>. The Nominating/Governance and Public Policy Committee shall have the
powers, duties and responsibilities set forth in its charter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Minutes</U>. Each committee of directors shall keep
regular minutes of its proceedings and report the same to the Board of Directors when required. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Compensation</U>.
Members of special or standing committees of the Board shall be entitled to receive such compensation for serving on such committees as the Board of Directors shall determine. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CHAIRMAN OF THE BOARD </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Chairman of the
Board of Directors, if there be one, shall be elected from among the directors, shall have the power to preside at all meetings of the Board of Directors and to sign (together with the Secretary or an Assistant Secretary) certificates for shares of
the Corporation, and shall have such other powers and shall be subject to such other duties as the Board of Directors may from time to time prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE V. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICERS
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> <U>Officers</U>. The officers of the Corporation shall consist of a Chief Executive Officer, a President, one or more
Vice Presidents, any one or more of which may be designated an Executive Vice President or a Senior Vice President, a Chief Financial Officer, a Secretary, a Treasurer and a Controller. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the
Board of Directors. Any two or more offices may be held by the same person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> <U>Election of Officers</U>. The officers of
the Corporation shall be elected annually by the Board of Directors at a regular meeting of the Board of Directors held immediately prior to, or immediately following, the annual meeting of stockholders, or as soon thereafter as conveniently
possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;3</U>.</B> <U>Removal</U>. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the Board of
Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving
written notice to the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;4</U>.</B> <U>Vacancy</U>. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;5</U>.</B>
<U>Salary</U>. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or pursuant to its direction, and no officer shall be prevented from receiving such salary by reason of his also being a director.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;6</U>.</B> <U>Authority</U>. The Chief Executive Officer, the President and each Vice President shall have authority to sign any
deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Board of Directors or any duly authorized committee thereof, or if so authorized in any approval authority
policy or procedure adopted by or at the direction of the Board of Directors, or if not inconsistent with the Restated Certificate of Incorporation, these Bylaws, any action of the Board of Directors or any duly authorized committee thereof or any
such policy or procedure, and, together with the Secretary or any other officer of the Corporation thereunto authorized by the Board, may sign any certificates for shares of the Corporation which the Board of Directors has authorized to be issued,
except in cases where the signing and execution of any such instrument or certificate has been expressly delegated by these Bylaws or by the Board to some other officer or agent of the Corporation or shall be required by law to be otherwise
executed. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;7</U>.</B> <U>Chief Executive Officer</U>. The Chief Executive Officer shall serve as general
manager of the business and affairs of the Corporation and shall report directly to the Board of Directors, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive Officer shall preside
at all meetings of the stockholders. In the absence of the Chairman of the Board, or if there is no Chairman of the Board, the Chief Executive Officer shall also preside at all meetings of the Board of Directors unless the Board of Directors shall
have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Board of Directors matters of general policy for the Corporation; he shall keep the Board of Directors fully informed and shall consult with them
concerning the business of the Corporation. Subject to the supervision, approval and review of his actions by the Board of Directors, the Chief Executive Officer shall have authority to cause the employment or appointment of and the discharge of
assistant officers, employees and agents of the Corporation, and to fix their compensation; and to suspend for cause, pending final action by the Board of Directors, any officer subordinate to the Chief Executive Officer. The Chief Executive Officer
shall vote, or give a proxy to any other officer of the Corporation to vote, all shares of stock of any other corporation (or any partnership or other interest in any partnership or other enterprise) standing in the name of the Corporation, and in
general he shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors. The Chief Executive Officer shall designate the person or persons who shall exercise
his powers and perform his duties in his absence or disability and the absence or disability of the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;8</U>.</B>
<U>President</U>. The President shall in general supervise and control the business operations of the Corporation subject to the control of the Board of Directors and Chief Executive Officer. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall preside at all meetings of the Board of Directors and, in the absence of the Chief Executive Officer, he shall preside at all meetings of the stockholders of the Corporation, unless in either case the Board of
Directors shall have chosen another presiding officer. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning the business of the Corporation. He shall perform all other duties normally incident to such office
and such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the
Chief Executive Officer, unless such authority shall have been designated by the Board of Directors or Chief Executive Officer to another person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;9</U>.</B> <U>Vice Presidents</U>. The Vice Presidents shall perform all duties normally incident to such office and such other duties as
may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;10</U>.</B> <U>General
Counsel, Chief Legal Officer</U>. The Chief Executive Officer shall appoint a general counsel or chief legal officer of the Corporation, who shall have charge of all matters of legal importance to the Corporation and shall keep the Board of
Directors, the Chief Executive Officer and the President advised of the character and progress of all legal proceedings and claims by and against the Corporation, or in which it is interested by reason of its ownership of or affiliation with other
corporations or entities; when requested by the Board of Directors, the Chief Executive Officer or the President, render his opinion upon any subjects of interest to the Corporation which may be referred to him; monitor activities of the Corporation
to assure that the Corporation complies with the laws applicable to the Corporation and in general perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the
Chief Executive Officer or the President. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;11</U>.</B> <U>Chief Financial Officer</U>. The Chief Financial Officer shall be the
principal financial officer of the Corporation and, unless the Board of Directors shall so designate another officer, shall also be the principal accounting officer of the Corporation. The Chief Financial Officer shall in general supervise and
control the keeping and maintaining of proper and correct accounts of the Corporation&#146;s assets, </P>
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liabilities, receipts, disbursements, gains, losses, capital, surplus, shares, properties and business transactions, as well as all funds, securities, evidences of indebtedness and other valuable
documents of the Corporation. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning financial matters affecting the Corporation and shall render such reports to the Board of Directors, the Chief Executive
Officer or the President as they may request. He shall perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;12</U>.</B> <U>Secretary</U>. The Secretary shall attend, and record and have custody of, the minutes of the meetings of the
stockholders, the Board of Directors and committees of directors; see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; be custodian of the corporate records and of the seal of the Corporation;
sign with the Chairman of the Board, the President or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors; and in general, perform all duties normally
incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;13</U>.</B> <U>Treasurer</U>. The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation; and in
general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;14</U>.</B> <U>Controller</U>. The Controller shall have charge and supervision of and be responsible for the accounting function of the
Corporation and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Board of Directors, Chief Executive Officer or the President. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VI. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SEAL
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The seal of the Corporation shall be in such form as the Board of Directors shall prescribe. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATES OF STOCK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The shares of stock
of the Corporation shall be represented by certificates of stock, provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation&#146;s stock may be
uncertificated shares. Owners of shares of the stock of the Corporation shall be recorded in the share transfer records of the Corporation and ownership of such shares shall be evidenced by a certificate or book entry notation in the share transfer
records of the Corporation. Any certificates representing shares of stock of the Corporation shall be signed by the Chairman of the Board, the President or such Vice President or other officer as may be designated by the Board of Directors, and
countersigned by the Secretary or an Assistant Secretary, and if such certificates of stock are signed or countersigned by a transfer agent other than the Corporation, or by a registrar other than the Corporation, such signature of the Chairman of
the Board, President, Vice President, or other officer, and such countersignature of the Secretary or an Assistant Secretary, or any of them, may be executed in facsimile, engraved or printed. In case any officer who has signed or whose facsimile
signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not
ceased to be such at the date of its issuance. Said certificate of stock shall be in such form as the Board of Directors may from time to time prescribe. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VIII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;1</U>.</B> Each director or officer of the Corporation who was or is made a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a &#147;proceeding&#148;), by reason of the fact that he, or a person of whom he is the legal representative, is
or was a director or officer 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, non-profit or charitable organization,
or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the DGCL (but, in the case of any amendment thereto, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. The right to indemnification conferred in this Section shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or
officer in his capacity as a director or officer (but not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service with respect to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under the applicable provisions of the DGCL. The Corporation may, by action of its Board of Directors or as required pursuant to the Restated Certificate of Incorporation, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Section&nbsp;2</U>.</B> The indemnification and advancement of expenses provided herein shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders, vote of disinterested directors, insurance arrangement or otherwise, both as to action in his official capacity and as to action in another
capacity or holding such office. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IX. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDMENTS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">These Bylaws may be altered,
amended, added to or repealed by the Board of Directors, acting by a majority vote of the members of the Board of Directors in office, or by the <U>affirmative vote of</U> stockholders having <STRIKE>voting power with respect thereto, provided that
in the case of amendments by stockholders, the affirmative vote of the holders of at least 80%</STRIKE> <U>a majority</U> of the voting power of the then outstanding voting stock, voting together as a single class<STRIKE>, shall be required to
alter, amend or repeal any provision of the Bylaws</STRIKE>. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 21 - </P>

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