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<SEC-DOCUMENT>0000950123-09-033861.txt : 20090812
<SEC-HEADER>0000950123-09-033861.hdr.sgml : 20090812
<ACCEPTANCE-DATETIME>20090812111728
ACCESSION NUMBER:		0000950123-09-033861
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20090806
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090812
DATE AS OF CHANGE:		20090812

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARCHER DANIELS MIDLAND CO
		CENTRAL INDEX KEY:			0000007084
		STANDARD INDUSTRIAL CLASSIFICATION:	FATS & OILS [2070]
		IRS NUMBER:				410129150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00044
		FILM NUMBER:		091005686

	BUSINESS ADDRESS:	
		STREET 1:		4666 FARIES PKWY
		CITY:			DECATUR
		STATE:			IL
		ZIP:			62526
		BUSINESS PHONE:		2174244798

	MAIL ADDRESS:	
		STREET 1:		4666 FARIES PKWY
		CITY:			DECATUR
		STATE:			IL
		ZIP:			62526
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c53015e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
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<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D. C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of Report (Date of earliest event reported) <U> August&nbsp;6, 2009</U></B></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><IMG src="c53015c5301501.gif" alt="(ADM LOGO)">
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>ARCHER-DANIELS-MIDLAND COMPANY</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction <BR>
of incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1-44</B><BR>
(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>41-0129150</B><BR>
(IRS Employer<BR>
Identification No.)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>4666 Faries Parkway <BR>
Decatur, Illinois</B><BR>
(Address of principal executive offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom"><B>62526</B><BR>
(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: (<B>217) 424-5200</B></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 (<I>see </I>General
Instruction A.2. below):
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a)&nbsp;Effective on August&nbsp;6, 2009, the Company&#146;s Board approved
amendments to Section&nbsp;1.12 of the Company&#146;s Bylaws making minor
revisions to the procedures for stockholder action by written
consent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(d)&nbsp;Exhibits&nbsp;&nbsp;The following exhibit is filed herewith:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3(ii) </TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Bylaws, as amended.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SIGNATURES</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">ARCHER-DANIELS-MIDLAND COMPANY<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: August 12, 2009&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ David J. Smith
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">David J. Smith&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Executive Vice President, Secretary and<BR>
General Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="43%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="44%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Method of Filing</TD>
</TR>

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<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3(ii)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws, as amended
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed Electronically</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>c53015exv3w2.htm
<DESCRIPTION>EX-3.2
<TEXT>
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<TITLE>exv3w2</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;3.2</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>BYLAWS<BR>
OF<BR>
ARCHER-DANIELS-MIDLAND COMPANY</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE I.<BR>
MEETINGS OF STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.1. Annual Meeting. The annual meeting of stockholders shall be held at such date,
time and place, either within or without the State of Delaware, as may be designated by resolution
of the Board of Directors from time to time. At the annual meeting, directors shall be elected and
such other business transacted as shall have been properly brought before the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.2. Special Meeting. Special meetings of stockholders for any purpose or purposes may
be called by the Chairman of the Board, the President, a majority of the Board of Directors, or a
majority of the Executive Committee, and shall be called by the Secretary upon the request, in
writing, of the stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote at such meeting. A stockholder request for a special
meeting shall be signed, dated and delivered to the Secretary, shall state the purpose of the
proposed meeting, and shall provide the information required by Section&nbsp;1.4(c) hereof. The Board of
Directors or, in the absence of action by the Board of Directors, the Chairman of the Board, shall
have the sole power to determine the date, time and place for any special meeting of stockholders
and to set a record date for the determination of stockholders entitled to vote at such meeting
pursuant to Section&nbsp;1.11 hereof. Following such determination, it shall be the duty of the
Secretary to cause notice to be given to the stockholders entitled to vote at such meeting, in the
manner set forth in Section&nbsp;1.3 hereof, that a meeting will be held at the place, time and date and
in accordance with the record date determined by the Board of Directors or the Chairman of the
Board. The stockholders requesting the special meeting shall not have the power to give notice of
the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given that shall state the place,
date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or
these By-laws, the written notice of any meeting shall be given not less than ten (10)&nbsp;nor more
than sixty (60)&nbsp;days before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears on the records of
the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.4. Advance Notice Requirements for Stockholder Proposals. The following procedures
shall govern all cases in which a stockholder seeks to propose business to be addressed at a
meeting of stockholders or to nominate persons to stand for election as directors of the
Corporation (a &#147;Stockholder Proposal&#148;). No business shall be transacted at a meeting of
stockholders except in accordance with the following procedures. Only persons who are
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">nominated in accordance with the following procedures shall be eligible for election as directors
of the Corporation. Notwithstanding any language in these by-laws to the contrary, this section
shall not apply to any right of holders of preferred shares of the Corporation to nominate and
elect a specified number of directors in certain circumstances to the extent such procedures are
set forth in the Certificate of Incorporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Annual Meetings of Stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;A Stockholder Proposal may be brought before an annual meeting of stockholders only (i)
pursuant to the Corporation&#146;s notice of meeting delivered pursuant to Section&nbsp;1.3 hereof (or any
supplement thereto), (ii)&nbsp;by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or the Chairman of the Board or (iii)&nbsp;by any stockholder of the Corporation who
was a stockholder of record of the Corporation at the time the notice provided for in this Section
1.4 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in subparagraphs (2)&nbsp;and (3)&nbsp;of this paragraph
(a)&nbsp;in this Section&nbsp;1.4.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;For a Stockholder Proposal to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii)&nbsp;of paragraph (a)(1) of this Section&nbsp;1.4, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation and the subject of
the Stockholder Proposal must otherwise be a proper matter for stockholder action as determined by
the Board of Directors. The stockholder&#146;s notice shall contain, at a minimum, the information set
forth in Section&nbsp;1.4(c). To be timely, a stockholder&#146;s notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not less than sixty (60)&nbsp;nor more than ninety
(90)&nbsp;days prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is called for a date
that is not within thirty (30)&nbsp;days before or after such anniversary date, the stockholder&#146;s notice
in order to be timely must be so received not later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall
the public announcement of an adjournment or postponement of an annual meeting of stockholders
commence a new time period (or extend any time period) for the giving of a stockholder&#146;s notice as
described above.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Notwithstanding anything in paragraph (a)(2) of this Section&nbsp;1.4 to the contrary, in the
event that the Stockholder Proposal relates to the nomination of candidates for director and the
number of directors to be elected to the Board of Directors of the Corporation at an annual meeting
is increased 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 one hundred days prior
to the first anniversary of the preceding year&#146;s annual meeting, a stockholder&#146;s notice required by
this Section&nbsp;1.4 shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the Corporation.
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Special Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been described in the Corporation&#146;s notice of meeting given
pursuant to Section&nbsp;1.3 hereof. To the extent such business includes the election of directors, a
Stockholder Proposal nominating persons to stand for election as directors may be made at a special
meeting of stockholders only (i)&nbsp;by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or the Chairman of the Board, or (ii)&nbsp;by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for in this Section
1.4(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the special
meeting and who gives timely notice in writing by the Secretary of the Corporation. The
stockholder&#146;s notice shall contain, at a minimum, the information set forth in Section&nbsp;1.4(c). 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 tenth 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 or postponement of a special meeting commence a new time period (or
extend any time period) for the giving of a stockholder&#146;s notice as described above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Contents of Stockholder&#146;s Notice. Any stockholder&#146;s notice required by this Section&nbsp;1.4
shall set forth the following information: As to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the Stockholder Proposal is made, the stockholder&#146;s
notice shall set forth (i)&nbsp;the name and address of such stockholder and of such beneficial owner,
as they appear on the Corporation&#146;s books, (ii) (A)&nbsp;the class and number of shares of capital stock
of the Corporation which are owned beneficially and of record by such stockholder or such
beneficial owner, (B)&nbsp;any option, warrant, convertible security, stock appreciation right, or
similar right with an exercise or conversion privilege or a settlement payment or mechanism at a
price related to any class of shares of the Corporation or with a value derived in whole or in part
from the value of any class of shares of the Corporation, whether or not such instrument or right
shall be subject to settlement in the underlying class of capital stock of the Corporation or
otherwise (a &#147;Derivative Instrument&#148;) directly or indirectly owned beneficially by such stockholder
or such beneficial owner and any other direct or indirect opportunity to profit or share in any
profit derived from any increase or decrease in the value of shares of the Corporation, (C)&nbsp;any
proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or
such beneficial owner has a right to vote any shares of any security of the Company, (D)&nbsp;any short
interest of such stockholder or such beneficial owner in any security of the Corporation (for
purposes of this provision, a person shall be deemed to have a short interest in a security if such
person directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has the opportunity to profit or share in any profit derived from any decrease in the
value of the subject security), (E)&nbsp;any rights to dividends on the shares of the Corporation owned
beneficially by such stockholder or such beneficial owner that are separated or separable from the
underlying shares of the Corporation, (F)&nbsp;any proportionate interest in shares of the Corporation
or Derivative Instruments held, directly or indirectly, by a general or limited partnership in
which such stockholder or such beneficial owner is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner and (G)&nbsp;any performance-related fees (other than
an asset-based fee) that such stockholder or such beneficial owner is entitled to based on any
increase or decrease in the value
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice,
including without limitation any such interests held by members of such stockholder&#146;s or such
beneficial owner&#146;s immediate family sharing the same household (which information shall be
supplemented by such stockholder and beneficial owner, if any, not later than 10&nbsp;days after the
record date for the meeting to disclose such ownership as of the record date), and (iii)&nbsp;a
representation that such stockholder intends to appear in person or by proxy at the stockholder
meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For any Stockholder Proposal that seeks to nominate persons to stand for election as directors
of the Corporation, the stockholder&#146;s notice also shall include (i)&nbsp;a description of all
arrangements or understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s) are to be made, (ii)
a representation whether the stockholders or the beneficial owners, if any, intend or are part of a
group which intends to (1)&nbsp;deliver a proxy statement and/or form of proxy to holders of at least
the percentage of the Corporation&#146;s outstanding capital stock required to elect the nominee and/or
(2)&nbsp;otherwise solicit proxies from stockholders in support of such nomination and (iii)&nbsp;any other
information relating to such stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section&nbsp;14 of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;), and the rules and regulations promulgated thereunder. For any Stockholder
Proposal that seeks to nominate persons to stand for election as directors of the Corporation, the
stockholder&#146;s notice also shall include, as to each person whom the stockholders propose to
nominate for election or reelection as a director, (i)&nbsp;the name, age, business address and
residence address of the person, (ii)&nbsp;the principal occupation and employment of the person, (iii)
the written consent of each proposed nominee to being named as a nominee and to serve as a director
if elected, (iv)&nbsp;a written statement from each proposed nominee as to whether such proposed
nominee, if elected, intends to tender, promptly following such proposed nominee&#146;s election or
re-election, an irrevocable resignation effective upon such proposed nominee&#146;s failure to receive
the required vote for re-election at the next meeting at which such proposed nominee would stand
for re-election and upon acceptance of such resignation by the Board of Directors, in accordance
with the Corporation&#146;s Policy of the Board of Directors on Director Elections, (v)&nbsp;the class or
series and number of shares of capital stock of the Corporation which are owned beneficially or of
record by the person and (vi)&nbsp;any other information relating to the person that would be required
to be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section&nbsp;14 of the Exchange Act, and
the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee
to furnish such other information as it may reasonably require to determine the eligibility of such
proposed nominee to serve as a director of the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For any Stockholder Proposal that seeks to propose matters to be considered at a stockholder
meeting other than the nomination of persons to stand for election as directors of the Corporation,
the stockholder&#146;s notice shall also set forth for each item of business proposed for consideration
(i)&nbsp;a description of the item of business, (ii)&nbsp;the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such business includes a
proposal to amend the by-laws of the Corporation, the language of the proposed amendment), (iii)
the reasons for conducting such business at the stockholder meeting,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(iv)&nbsp;and any material interest in such business of such stockholder and the beneficial owner, if
any, on whose behalf the Stockholder Proposal is made and (v)&nbsp;any other information relating to the
stockholder, the beneficial owner, or the proposed business that would be required to be disclosed
in a proxy statement or other filings in connection with solicitations of proxies relating to the
proposed item of business pursuant to Section&nbsp;14 of the Exchange Act, and the rules and regulations
promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Only Stockholder Proposals made in accordance with the procedures set forth in this
Section&nbsp;1.4 shall be considered at an annual or special meeting of stockholders of the Corporation.
Except as otherwise provided by law, the chair of the meeting shall have the power and duty to (i)
determine whether a Stockholder Proposal was made in accordance with the procedures set forth in
this Section&nbsp;1.4 and (ii)&nbsp;if any Stockholder Proposal is not in compliance with this Section&nbsp;1.4,
including whether the stockholder or beneficial owner, if any, on whose behalf the Stockholder
Proposal is made solicits (or is part of a group which solicits) or fails to so solicit (as the
case may be) proxies in support of the Stockholder Proposal in compliance with such stockholder&#146;s
representation as required by Section (c)&nbsp;of this Section&nbsp;1.4, to declare that such Stockholder
Proposal shall be disregarded.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;For purposes of this Section&nbsp;1.4, &#147;public announcement&#148; shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Notwithstanding the foregoing provisions of this Section&nbsp;1.4, a stockholder also shall
comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section&nbsp;1.4. Nothing in this Section&nbsp;1.4
shall be deemed to affect any rights of stockholders to request inclusion of proposals in the
Corporation&#146;s proxy statement pursuant to Rule&nbsp;14a-8 under the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.5. Postponement and Cancellation of Meeting. Any previously scheduled annual or
special meeting of the stockholders may be postponed and any previously scheduled annual or special
meeting of the stockholders called by the Chairman of the Board, the President, a majority of the
Board of Directors, or a majority of the Executive Committee may be canceled by resolution of the
Board of Directors upon public notice given prior to the time previously scheduled for such meeting
of stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.6. Quorum. Except as otherwise provided by law, the Certificate of Incorporation or
these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of
a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall
be necessary and sufficient to constitute a quorum. In the absence of a quorum, the chair of the
meeting may adjourn the meeting from time to time in the manner provided in Section&nbsp;1.10 hereof
until a quorum shall attend. Shares of the Corporation&#146;s own stock belonging to the Corporation or
to another corporation, if a majority of the shares entitled to vote in the election of directors
of such other corporation is held, directly or indirectly, by the Corporation, shall neither be
entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of the Corporation or any subsidiary of the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary
capacity. The chair of the meeting shall have the power and the duty to determine whether a quorum
is present at any meeting of stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.7. Officers for Meeting of Stockholders. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the President, or in his or
her absence by a Vice President, or in the absence of the foregoing persons by a chair designated
by the Board of Directors, or in the absence of such designation by a chair chosen at the meeting
by a plurality vote. The Secretary shall act as secretary of the meeting, but in his or her absence
the chair of the meeting may appoint any person to act as secretary of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.8. Conduct of Meetings. Every meeting of stockholders shall be presided over by the
chair of the meeting selected pursuant to Section&nbsp;1.7, hereof. The date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote at a meeting shall
be determined by the chair of the meeting and announced at the meeting. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it
shall deem appropriate. Except to the extent inconsistent with such rules and regulations as
adopted by the Board of Directors, the chair of the meeting shall have the exclusive right and
authority to prescribe such rules, regulations and procedures and to do all such acts as, in the
judgment of the chair, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of
the meeting, may include, without limitation, the following: (i)&nbsp;the establishment of an agenda or
order of business for the meeting; (ii)&nbsp;rules and procedures for maintaining order at the meeting
and the safety of those present; (iii)&nbsp;limitations on attendance at or participation in the meeting
to stockholders of record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chair of the meeting shall determine; (iv)&nbsp;restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v)&nbsp;limitations on or the
elimination of time allotted to questions or comments by participants. Unless and to the extent
determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall
not be required to be held in accordance with the rules of parliamentary procedure.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.9. Voting; Elections.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.9.1. Voting Generally; Proxies. Except as otherwise provided by or pursuant to the
provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to one vote for each share of stock held by such stockholder which
has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no such proxy shall
be voted or acted upon after three years from its date, unless the proxy provides for a longer
period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long
as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder
may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with
applicable law bearing a later date to the Secretary of the Corporation. Voting at meetings of
stockholders need not be by written ballot. All elections and questions shall, unless otherwise
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided by the Certificate of Incorporation, these by-laws, the rules or regulations of any stock
exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable
to the Corporation or its securities, be decided by the affirmative vote of the holders of a
majority in voting power of the shares of stock of the Corporation which are present in person or
by proxy and entitled to vote thereon.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.9.2. Elections of Directors. Each director shall be elected by the vote of the majority of
the votes cast with respect to the director at any meeting for the election of directors at which a
quorum is present, provided that the directors shall be elected by the vote of a plurality of the
votes cast for the nominees at any meeting for the election of directors where the number of
nominees exceeds the number of directors to be elected at the meeting (exclusive of nominees with
respect to whom the Secretary of the Corporation has received a notice that such nomination has
been withdrawn on or prior to the date next preceding the date that the Corporation first mails
notice of the meeting to the stockholders). For purposes of this Section&nbsp;1.9.2, a majority of the
votes cast means that the number of shares voted &#147;for&#148; a director must exceed the number of votes
cast &#147;against&#148; that director.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.10. Adjournment of Meeting. Any meeting of stockholders, annual or special, may be
adjourned solely by the chair of the meeting from time to time to reconvene at the same or some
other time, date and place. The stockholders present at a meeting shall not have authority to
adjourn the meeting. Notice need not be given of any such adjourned meeting if the time, date and
place thereof are announced at the meeting at which the adjournment is taken. If the time, date and
place of the adjourned meeting are not announced at the meeting at which the adjournment is taken,
then the Secretary of the Corporation shall give written notice of the time, date and place of the
adjourned meeting not less than ten (10)&nbsp;days prior to the date of the adjourned meeting. Notice of
the adjourned meeting also shall be given if the meeting is adjourned in a single adjournment to a
date more than 30&nbsp;days or in successive adjournments to a date more than 120&nbsp;days after the
original date fixed for the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At an adjourned meeting at which a quorum is present, the stockholders may transact any
business which might have been transacted at the original meeting. Once a share is represented for
any purpose at a meeting, it shall be present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. A new record date shall be set if the meeting is adjourned in a single or
successive adjournments to a date more than 120&nbsp;days after the original date fixed for the meeting.
If after the adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned
meeting consistent with the new record date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.11 Fixing Date for Determination of Stockholders of Record.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order that the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action other than stockholder action by written consent, the Board of Directors may fix a record
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (i)&nbsp;in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the
original date of such meeting, and (ii)&nbsp;in the case of any other lawful action other than
stockholder action by written consent, shall not be more than sixty days prior to such other
action. If no record date is fixed by the Board of Directors: (i)&nbsp;the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held, and (ii)&nbsp;the
record date for determining stockholders for any other purpose (other than stockholder action by
written consent) shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the adjourned meeting
and shall fix a new record date for the adjourned meeting if the meeting is adjourned in a single
or successive adjournments to a date more than 120&nbsp;days after the original date fixed for the
meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.12. Procedures for Stockholder Action by Consent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.12.1. Request for Record Date. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting shall be as fixed by the Board of
Directors or as otherwise established under this Section&nbsp;1.12.1. Any person seeking to have the
stockholders authorize or take corporate action by written consent without a meeting shall, by
written notice addressed to the Secretary and delivered to the Corporation and signed by a
stockholder of record, request that a record date be fixed for such purpose. The written notice
shall contain at a minimum a description of the action that such stockholder proposes to take by
written consent, including the text of any proposal to be submitted to stockholders. The Board of
Directors shall have ten (10)&nbsp;days following the date of receipt of the notice to determine the
validity of the request. During the ten (10)&nbsp;day period, the Corporation may require the
stockholder of record and/or beneficial owner requesting a record date for proposed stockholder
action by consent to furnish such other information as it may reasonably require to determine the
validity of the request for a record date. Following the determination of the validity of the
request, and no later than ten (10)&nbsp;days after the date on which such request is received by the
Corporation, the Board of Directors may fix a record date for such purpose which shall be no more
than ten (10)&nbsp;days after the date upon which the resolution fixing the record date is adopted by
the Board of Directors and shall not precede the date such resolution is adopted. If the Board of
Directors fails within ten (10)&nbsp;days after the date the Corporation receives such notice to fix a
record date for such purpose, the record date shall be the day on which the first written consent
is delivered to the Corporation in the manner described in Section&nbsp;1.12.3 below unless prior action
by the Board of Directors is required by law, in which event the record date shall be at the close
of business on the day on which the Board of Directors adopts the resolution taking such prior
action.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.12.2. Form of Consent. Every written consent purporting to take or authorize the taking of
corporate action and/or related revocations (each such written consent and related revocation is
referred to in this Section&nbsp;1.12 as a &#147;Consent&#148;) shall bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take the corporate action
referred to therein unless, within 60&nbsp;days of the earliest dated Consent delivered in the manner
required by this Section&nbsp;1.12, Consents signed by a sufficient number of stockholders to take such
action are so delivered to the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.12.3. Delivery of Consent. A Consent shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware or to the Secretary of the Corporation at the
Corporation&#146;s principal place of business. Delivery to the Corporation&#146;s registered office shall be
made by hand or by certified or registered mail, return receipt requested.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of the delivery to the Corporation of a Consent, the Secretary of the Corporation
shall provide for the safe-keeping of such Consent and shall promptly conduct such ministerial
review of the sufficiency of the Consents and of the validity of the action to be taken by
stockholder consent as the Secretary deems necessary or appropriate, including, without limitation,
whether the holders of a number of shares having the requisite voting power to authorize or take
the action specified in the Consent have given consent; provided, however, that if the corporate
action to which the Consent relates is the removal or replacement of one or more members of the
Board of Directors, the Secretary of the Corporation shall promptly designate two persons, who
shall not be members of the Board of Directors, to serve as Inspectors with respect to such Consent
and such Inspectors shall discharge the functions of the Secretary of the Corporation under this
Section&nbsp;1.12.3. If after such investigation the Secretary or the Inspectors (as the case may be)
shall determine that the Consent is valid and that the action therein specified has been validly
authorized, that fact shall forthwith be certified on the records of the Corporation kept for the
purpose of recording the proceedings of meetings of stockholders, and the Consent shall be filed in
such records, at which time the Consent shall become effective as stockholder action. In conducting
the investigation required by this Section&nbsp;1.12.3, the Secretary or the Inspectors (as the case may
be) may, at the expense of the Corporation, retain special legal counsel and any other necessary or
appropriate professional advisors, and such other personnel as they may deem necessary or
appropriate to assist them, and shall be fully protected in relying in good faith upon the opinion
of such counsel or advisors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No action by written consent without a meeting shall be effective until such date as the
Secretary or the Inspectors (as the case may be) certify to the Corporation that the Consents
delivered to the Corporation in accordance with Section&nbsp;1.12.3 represent at least the minimum
number of votes that would be necessary to take the action.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in this Section&nbsp;1.12.3 shall in any way be construed to suggest or imply
that the Board of Directors 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 Secretary or the
Inspectors, 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).
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.13. Inspectors of Election. The Corporation may, and shall if required by law, in
advance of any meeting of stockholders, appoint one or more inspectors of election, who may be
employees of the Corporation, to act at the meeting or any adjournment thereof and to make a
written report thereof. The Corporation may designate one or more persons as alternate inspectors
to replace any inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of
inspector with strict impartiality and according to the best of his or her ability. The inspector
or inspectors so appointed or designated shall (i)&nbsp;ascertain the number of shares of capital stock
of the Corporation outstanding and the voting power of each such share, (ii)&nbsp;determine the shares
of capital stock of the Corporation represented at the meeting and the validity of proxies and
ballots, (iii)&nbsp;count all votes and ballots, (iv)&nbsp;determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the inspectors, and (v)
certify their determination of the number of shares of capital stock of the Corporation represented
at the meeting and such inspectors&#146; count of all votes and ballots. Such certification and report
shall specify such other information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the
inspectors may consider such information as is permitted by applicable law. No person who is a
candidate for an office at an election may serve as an inspector at such election.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.14. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at
least ten (10)&nbsp;days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10)&nbsp;days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting. Except as otherwise provided by law, the
stock ledger shall be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE II.<BR>
BOARD OF DIRECTORS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.1. Number; Qualifications. The Board of Directors shall consist of one or more
members, the number thereof to be determined from time to time by resolution of the Board of
Directors. Directors need not be stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.2. Election; Resignation; Vacancies. At each annual meeting, the stockholders shall
elect directors each of whom shall hold office until the next annual meeting of
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">stockholders and until his or her successor is duly elected and qualified, subject to such
director&#146;s earlier death, resignation, disqualification or removal. Any director may resign at any
time upon written notice to the Corporation. Such resignation need not be accepted to be effective.
Unless otherwise provided by law or the Certificate of Incorporation, any newly created
directorship or any vacancy occurring on the Board of Directors for any cause may be filled solely
by a majority of the remaining members of the Board of Directors, although such majority is less
than a quorum, or by the sole remaining director, and each director so elected shall hold office
until the expiration of the term of office of the director so replaced or until the director&#146;s
successor is elected and qualified. The stockholders shall not have the power to appoint directors
to any newly created directorship or vacancy.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and at such times as the Board of Directors may from
time to time determine. It shall not be necessary to give notice of regular meetings of the Board
of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.4. Special Meetings. Special meetings of the Board of Directors may be called by
the Chairman of the Board, the President, the Executive Committee, or by three (3)&nbsp;or more
directors. Notice of a special meeting of the Board of Directors shall be given by the person or
persons calling the meeting at least twenty-four hours before the special meeting if such notice is
given personally or by telephone or sent by telegram, telecopier or other electronic means. Notice
of a special meeting of the Board of Directors shall be given by the person or persons calling the
meeting at least three days before the special meeting if given by regular mail. No notice of a
special meeting shall be necessary if the time and place of the special meeting was set by
resolution at a validly convened meeting of the Board of Directors. The notice of a special meeting
need not state the purpose or purposes of the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting thereof by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting pursuant to this
by-law shall constitute presence in person at such meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a
majority of the whole Board of Directors shall constitute a quorum for the transaction of business.
Except in cases in which the certificate of incorporation, these by-laws or applicable law
otherwise provides, the vote of a majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.7. Officers for Board Meetings. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman
of the Board, if any, or in his or her absence by the President, or in their absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her
absence the chair of the meeting may appoint any person to act as secretary of the meeting.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.8. Independent Directors And Board Structure. A majority of the Board of Directors
shall be comprised of independent directors. The Chief Executive Officer should be a member of the
Board of Directors. In order to ensure the greatest number of independent directors on a board of
manageable size, other direct management representation should be kept to a minimum and should in
no event exceed two other management directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors shall make clear to Senior Management of the Company that board
membership is neither necessary to their present positions nor a prerequisite to a higher
management position in the Company. Attendance of management staff at Board Meetings should be at
the discretion of the Chairman of the Board but should be encouraged by the Board. The Board shall
have full and direct access to members of Senior Management and should be encouraged to request
reports directly to the Board by any member of Senior Management. Board members should use judgment
in dealings with management so that they do not distract management from the business operations of
the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Conflicts of Interest. A director&#146;s personal financial or family relationships may
occasionally give rise to that director&#146;s material personal interest in a particular issue. There
will be times when a director&#146;s material personal interest in an issue will limit that director&#146;s
ability to vote on that issue. The Governance Committee of the Board of Directors shall determine
whether such a conflict of interest exists on a case-by-case basis, including any related
determination as to materiality. The Governance Committee shall take appropriate steps to identify
such potential conflicts and to ensure that a majority of the directors voting on an issue are both
disinterested and independent with respect to that issue. A determination by the Governance
Committee on any issue of independence or conflict of interest shall be final and not subject to
review.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Section, an &#147;independent director&#148; means a director who: (a)&nbsp;is neither a
current employee nor a former member of Senior Management of the Company or an Affiliate; (b)&nbsp;is
not employed by a provider of professional services to the Company; (c)&nbsp;does not have any business
relationship with the Company, either personally or through a company of which the director is an
officer or a controlling shareholder, that is material to the Company or to the director; (d)&nbsp;does
not have a close family relationship, by blood, marriage or otherwise with any member of Senior
Management of the Company or one of the Company&#146;s Affiliates; (e)&nbsp;is not an officer of a company of
which the Company&#146;s chairman or chief executive officer is also a board member; (f)&nbsp;is not
personally receiving compensation from the Company in any capacity other than as a director; (g)
does not personally receive or is not an employee of a foundation, university, or other institution
that receives grants or endowments from the Company, that are material to the Company or to either
the recipient and/or the foundation, university, or institution; and (h)&nbsp;meets the independence
requirements of the New York Stock Exchange.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Senior Management&#148; includes the chief executive, chief operating, chief financial, chief
legal and chief accounting officers, president, vice president(s), treasurer, secretary and the
controller of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Affiliate&#148; includes any person or entity which, alone or by contractual obligation, owns or
has the power to vote more than twenty-five (25)&nbsp;percent of the equity interest in another, unless
some other person or entity acting alone or with another by contractual obligation owns or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">has the power to vote a greater percentage of the equity interest. A subsidiary is considered an
affiliate if it is at least eighty (80)&nbsp;percent owned by the Company and accounts for at least
twenty-five (25)&nbsp;percent of the Company&#146;s consolidated sales or assets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.9. Action by Written Consent of Directors. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if
all members of the Board of Directors or such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings of the Board of
Directors or such committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.10. Committees. The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting and not disqualified
from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may require it.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.11. Committee Rules. Unless the Board of Directors otherwise provides, each
committee designated by the Board of Directors may make, alter and repeal rules for the conduct of
its business. In the absence of such rules each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to Article&nbsp;II hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.12. Executive Committee. There shall be an Executive Committee to consist of such
number of directors of the Board of Directors (the &#147;Executive Committee&#148;) to consist of that number
of directors as the Board of Directors may from time to time determine. The Board of Directors
shall have power at any time to change the number of the Executive Committee, except that a
reduction in the number of members of the Executive Committee shall not affect any currently
serving member. The Board of Directors may remove any member of the Executive Committee at any time
with or without cause and may fill vacancies in the Committee by election from the members of the
Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When the Board of Directors is not in session, the Executive Committee shall have and may
exercise all the power and authority of the Board of Directors in the management and direction of
the business and affairs of the Corporation, and shall have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. All actions of the Executive
Committee shall be reported to the Board of Directors at the meeting next succeeding such action,
provided, however, that such report need not be made to the Board of Directors if prior to such
meeting copies of the written minutes of the meetings of the Executive Committee
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">at which such action has been taken shall have been mailed or delivered to all members of the Board
of Directors.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE III.<BR>
OFFICERS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.1. Executive Officers; Election; Qualifications; Term of Office; Resignation;
Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if
it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its
members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office
until the first meeting of the Board of Directors after the annual meeting of stockholders next
succeeding his or her election, and until his or her successor is elected and qualified or until
his or her earlier resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Such resignation need not be accepted to be effective. The Board of Directors
may remove any officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the Corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.2. Powers and Duties of Executive Officers. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as may be prescribed in a
resolution by the Board of Directors and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the Board of Directors. The Board of Directors
may require any officer, agent or employee to give security for the faithful performance of his or
her duties.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE IV.<BR>
SHARES OF STOCK.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.1. Certificates. Every holder of stock shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of
Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation certifying the number of
shares owned by him or her in the Corporation. Any of or all the signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the Corporation with the same
effect as if he or she were such officer, transfer agent, or registrar at the date of issue.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The
Corporation may issue a new certificate of stock in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of
the lost, stolen or destroyed certificate, or his/her legal representative, to give the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Corporation a bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE V.<BR>
MISCELLANEOUS PROVISIONS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.1. Fiscal Year. The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.2. Seal. The corporate seal shall have the name of the Corporation inscribed
thereon and shall be in such form as may be approved from time to time by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.3. Signature of Checks, etc. All checks and drafts on the bank accounts of the
Corporation, and all bills of exchange and promissory notes, and all acceptances, obligations and
other instruments for the payment of money shall be signed by such officer or officers, or agent or
agents, as shall be thereunto authorized, from time to time, by the Board of Directors or the
Executive Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.4. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any
written waiver of notice, signed by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at
nor the purpose of any regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.5. Form of Records. Any records maintained by the Corporation in the regular course
of its business, including its stock ledger, books of account, and minute books, may be kept on, or
be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other
information storage device, provided that the records so kept can be converted into clearly legible
form within a reasonable time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.6. Amendment of By-laws. These by-laws may be altered, amended or repealed, and new
by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may
alter and repeal any by-laws whether adopted by them or otherwise.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VI.<BR>
INDEMNIFICATION OF DIRECTORS, OFFICERS OR OTHER PERSONS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may hereafter be amended,
any person (a &#147;Covered Person&#148;) who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">administrative or investigative (a &#147;proceeding&#148;), by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was a director or officer of the Corporation
or, while a director or officer of the Corporation, 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, enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys&#146; fees)
reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as
otherwise provided in Section&nbsp;6.3, the Corporation shall be required to indemnify a Covered Person
in connection with a proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such proceeding (or part thereof) by the Covered Person was authorized by the Board
of Directors of the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.2. Prepayment of Expenses. The Corporation shall pay the expenses (including
attorneys&#146; fees) incurred by a Covered Person in defending any proceeding in advance of its final
disposition, provided, however, that, to the extent required by law, such payment of expenses in
advance of the final disposition of the proceeding shall be made only upon receipt of an
undertaking by the Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under this Article&nbsp;VI or
otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.3. Claims. If a claim for indemnification or advancement of expenses under this
Article&nbsp;VI is not paid in full within thirty days after a written claim therefore by the Covered
Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation shall have the burden of
proving that the Covered Person is not entitled to the requested indemnification or advancement of
expenses under applicable law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.4. Nonexclusivity of Rights. The rights conferred on any Covered Person by this
Article&nbsp;VI shall not be exclusive of any other rights which such Covered Person may have or
hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.5. Other Sources. The Corporation&#146;s obligation, if any, to indemnify or to advance
expenses to any Covered Person who was or is serving at its request as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust, enterprise or
nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification
or advancement of expenses from such other Corporation, partnership, joint venture, trust,
enterprise or non-profit enterprise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of
this Article&nbsp;VI shall not adversely affect any right or protection hereunder of any Covered Person
in respect of any act or omission occurring prior to the time of such repeal or modification.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.7. The rights conferred on any Covered Person by this Article&nbsp;VI are contract
rights, vest as of the commencement of service, and shall continue as to a person who has ceased to
be a director or officer and shall inure the benefit of the person&#146;s heirs, executors and
administrators.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.8. Other Indemnification and Prepayment of Expenses. This Article&nbsp;VI shall not
limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify
and to advance expenses to persons other than Covered Persons when and as authorized by appropriate
corporate action.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>




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`
end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
