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<SEC-DOCUMENT>0001299933-09-004138.txt : 20091021
<SEC-HEADER>0001299933-09-004138.hdr.sgml : 20091021
<ACCEPTANCE-DATETIME>20091021145947
ACCESSION NUMBER:		0001299933-09-004138
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20091020
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20091021
DATE AS OF CHANGE:		20091021

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LAWSON PRODUCTS INC/NEW/DE/
		CENTRAL INDEX KEY:			0000703604
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080]
		IRS NUMBER:				362229304
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-10546
		FILM NUMBER:		091130010

	BUSINESS ADDRESS:	
		STREET 1:		1666 E TOUHY AVE
		CITY:			DES PLAINES
		STATE:			IL
		ZIP:			60018-3640
		BUSINESS PHONE:		7088279666

	MAIL ADDRESS:	
		STREET 1:		1666 EAST TOUHY AVENUE
		CITY:			DES PLAINES
		STATE:			IL
		ZIP:			60018-3640
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_34734.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> LAWSON PRODUCTS, INC. (Form: 8-K) </TITLE>
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<A NAME="DOCUMENT_TOP">&nbsp;</A>
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<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	October 20, 2009
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	LAWSON PRODUCTS, INC.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
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<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
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	&nbsp;
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<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Delaware
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	0-10546
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	36-2229304
</FONT>
</TD>
</TR>
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
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<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
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	&nbsp;
</FONT>
</TD>
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<TR VALIGN="BOTTOM">
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<FONT SIZE="2">
	1666 E. Touhy Avenue, Des Plaines, Illinois
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	60018
</FONT>
</TD>
</TR>
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<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
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<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
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	&nbsp;
</TD>
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	&nbsp;
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<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	(847) 827-9666
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
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:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><!-- PageBreak START -->
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<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
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<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On October 20, 2009, the Board of Directors (the "Board") of Lawson Products, Inc. (the "Company") elected Mr. Andrew B. Albert to serve on the Board to fill a vacancy.
</FONT>
</P>
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<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On October 20, 2009, the Board of Directors of the Company approved an amendment and restatement of the Company&#x2019;s current bylaws (the "Amended and Restated Bylaws"), effective immediately, in order to (i) update the information regarding the Company&#x2019;s registered office and registered agent in the State of Delaware and (ii) clarify the provisions relating to the voting of the Company common stock.  Pursuant to the Company&#x2019;s Certificate of Incorporation, cumulative voting applies with respect to the election of directors.  Directors are elected by a plurality vote, and all other matters coming before the stockholders are determined by a majority vote of the common stock present or represented by proxy at a meeting at which a quorum is present.<br><br>The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1.<br>
</FONT>
</P>
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<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
(d) Exhibits<br><br>3.1 Amended and Restated Bylaws
</FONT>
</P>
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<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
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<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	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.
</FONT>
</P>
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	&nbsp;
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	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
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<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	LAWSON PRODUCTS, INC.
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	October 21, 2009
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Neil E. Jenkins
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
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<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: Neil E. Jenkins
</I>
</FONT>
</TD>
</TR>
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<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
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<FONT SIZE="2">
	&nbsp;
</FONT>
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<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: Executive Vice President, Secretary and General Counsel
</I>
</FONT>
</TD>
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<FONT SIZE="2">Top of the Form</FONT>
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<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
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	&nbsp;
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	&nbsp;
</TD>
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<B>
	Exhibit No.
</B>
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</TD>
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<FONT SIZE="1">
	&nbsp;
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<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
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	&nbsp;
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	3.1
</DIV>
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Bylaws
</FONT>
</TD>
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<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-3.1
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<TITLE> EX-3.1 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>LAWSON PRODUCTS, INC.<BR>
AMENDED AND RESTATED<BR>
BY-LAWS<BR>
AMENDED AND RESTATED AS OF OCTOBER 20, 2009<BR>
* * *<BR>
ARTICLE 1<BR>
OFFICES</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;1.1 Registered Office</I>. The registered office of the Corporation shall be maintained
in the City of Wilmington, State of Delaware, and the registered agent in charge thereof is The
Corporation Trust Company or such other registered agent or location in the State of Delaware as
the Board of Directors may from time to time determine.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;1.2 Other Offices</I>. The Corporation may also have an office in the City of Des
Plaines, State of Illinois and at such other places as the Board of Directors may from time to time
determine or the business of the Corporation may require.


<P align="center" style="font-size: 12pt"><B>ARTICLE 2<BR>
STOCKHOLDERS MEETINGS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.1 Place of Meetings</I>. All meetings of the stockholders, whether annual or special,
shall be held at the offices of the Corporation in Des Plaines, Illinois, or at such other place as
may be fixed from time to time by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.2 Annual Meetings</I>. An annual meeting of the stockholders shall be held in May in
each year on such date and at such time as may from time to time be determined by the Board of
Directors, at which the stockholders shall elect directors, and transact such other business as may
properly be brought before the meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.3 Notice of Meeting</I>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;Written notice of the annual meeting stating the place, date and hour of the meeting,
shall be given not less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting, and the means of remote communication, if any, by
which stockholders and proxyholders may be deemed to be present in person and vote at such meeting.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;Notice to stockholders may be given by writing in paper form or solely in the form of
electronic transmission as permitted by this Section&nbsp;2.3. If given by writing in paper form,
notice may be delivered personally, may be delivered by mail, or, with the consent of the
stockholder entitled to receive notice, may be delivered by facsimile telecommunication or any of
the other means of electronic transmission specified in this Section&nbsp;2.3.


<P align="left" style="font-size: 12pt; text-indent: 4%">If mailed, such notice shall be delivered by postage prepaid envelope directed to each
stockholder at such stockholder&#146;s address as it appears in the records of the Corporation. Any
notice to stockholders given by the Corporation shall be effective if delivered or given by a form
of electronic transmission to which the stockholder to whom the notice is given has consented.
Notice given pursuant to this subsection shall be deemed given: (1)&nbsp;if by facsimile
telecommunication, when directed to a facsimile telecommunication number at which the stockholder
has consented to receive notice; (2)&nbsp;if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice; (3)&nbsp;if by posting on an
electronic network together with separate notice to the stockholder of such specific posting, upon
the later of (A)&nbsp;such posting and (B)&nbsp;the giving of such separate notice; and (4)&nbsp;if by any other
form of electronic transmission, when directed to the stockholder. An affidavit of the secretary
or an assistant secretary or of the transfer agent or other agent of the Corporation that the
notice has been given by personal delivery, by mail, or by a form of electronic transmission shall,
in the absence of fraud, be prima facie evidence of the facts stated therein.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.4 Stockholder Nominations and Proposals</I>. At an annual meeting of the stockholders,
only such business shall be conducted as shall have been properly brought before an annual meeting.
To be properly brought before an annual meeting, business must be (i)&nbsp;specified in the notice of
the meeting (or any supplement thereto) given by or at the direction of the Board of Directors,
(ii)&nbsp;otherwise properly brought before the meeting by or at the direction of the Board of Directors
or (iii)&nbsp;otherwise properly brought before the meeting by a stockholder of the Corporation who was
a stockholder of record at the time of giving of notice provided for in this Section, who is
entitled to vote at the meeting and who complied with the notice procedures set forth in this
Section. For business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of the Corporation at
the principal executive office of the Corporation. To be timely, a stockholder&#146;s notice shall be
delivered not less than 90&nbsp;days nor more than 110&nbsp;days prior to the first anniversary of the
preceding year&#146;s meeting; provided, however, that in the event that the date of the annual meeting
is advanced by more than 30&nbsp;days or delayed by more than 60&nbsp;days from such anniversary date, notice
by the stockholder, to be timely, must be so delivered not later than the 10th day following the
day on which public announcement (as defined herein) of the date of such meeting is first made.
Such stockholder&#146;s notice shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i)&nbsp;a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting and any interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (ii)&nbsp;as to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the proposal is made (A)&nbsp;the name and address of such stockholder, as they appear on the
Corporation&#146;s books, and the name and address of such beneficial owner, (B)&nbsp;the class and number of
shares of the Corporation which are owned beneficially and of record by such stockholder and such
beneficial owner as of the date such notice is given, and (C)&nbsp;a representation that such
stockholder intends to appear in person or by proxy at the meeting to propose such business; (iii)
in the event that such business includes a proposal to amend either the Certificate of
Incorporation or the By-Laws of the Corporation, the language of the proposed amendment and (iv)&nbsp;if
the stockholder intends to solicit proxies in support of such stockholder&#146;s proposal, a
representation to that effect. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his or her intention to present a
proposal at an annual meeting and such stockholder&#146;s proposal has been included in a proxy
statement that has been prepared by management of the Corporation to solicit proxies for such
annual meeting; provided, however, that if such stockholder does not appear or send a qualified
representative to present such proposal at such annual meeting, the Corporation need not present
such proposal for a vote at such a meeting notwithstanding that proxies in respect of such vote may
have been received by the Corporation. Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at any annual meeting except in accordance with this paragraph, and
the Chairman of the Board or other person presiding at an annual meeting of stockholders, may
refuse to permit any business to be brought before an annual meeting without compliance with the
foregoing procedures or if the stockholder solicits proxies in support of such stockholder&#146;s
proposal without such stockholder having made the representation required by clause (iv)&nbsp;of the
second preceding sentence. For the purposes of this paragraph &#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 Sections&nbsp;13, 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the &#147;Exchange Act&#148;). In addition to the provisions of this paragraph, 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 By-Laws
shall be deemed to affect any rights of the stockholders to request inclusion of proposals in the
Corporation&#146;s proxy statement pursuant to Rule&nbsp;14a-8 under the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.5 Stockholders List</I>. At least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered in the name of each
stockholder, shall be prepared, or caused to be prepared, by the Secretary. Such list shall be
open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.6 Special Meetings</I>. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be
called by the Chairman of the Executive Committee, if any, the Chairman of the Board or by the
President and shall be called by the Secretary at the request in writing of a majority of the Board
of Directors. Such request shall state the purpose or purposes of the proposed meeting. Unless
otherwise prescribed by statute or by the Certificate of Incorporation, stockholders of this
Corporation shall not be entitled to request a special meeting of stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.7 Notice of Special Meetings</I>. Except as otherwise provided by statute, written
notice of a special meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such meeting. If given by
writing in paper form, notice may be delivered personally, may be delivered by mail, or, with the
consent of the stockholder entitled to receive notice, may be delivered by facsimile
telecommunication or any of the other means of electronic transmission specified in this Section
2.7. If mailed, such notice shall be delivered by postage prepaid envelope directed to each
stockholder at such stockholder&#146;s address as it appears in the records of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any notice to stockholders given by the Corporation shall be effective if delivered or given
by a form of electronic transmission to which the stockholder to whom the notice is given has
consented. Notice given pursuant to this subsection shall be deemed given: (1)&nbsp;if by facsimile
telecommunication, when directed to a facsimile telecommunication number at which the stockholder
has consented to receive notice; (2)&nbsp;if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice; (3)&nbsp;if by posting on an
electronic network together with separate notice to the stockholder of such specific posting, upon
the later of (A)&nbsp;such posting and (B)&nbsp;the giving of such separate notice; and (4)&nbsp;if by any other
form of electronic transmission, when directed to the stockholder. An affidavit of the secretary
or an assistant secretary or of the transfer agent or other agent of the Corporation that the
notice has been given by personal delivery, by mail, or by a form of electronic transmission shall,
in the absence of fraud, be prima facie evidence of the facts stated therein.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.8 Quorum</I>. The holders of a majority of the total voting power of all outstanding
shares of capital stock of the Corporation entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-Laws. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, of the place, date and hour of the adjourned
meeting, until a quorum shall again be present or represented by proxy. At the adjourned meeting
at which a quorum shall be present or represented by proxy, the Corporation may transact any
business which might have been transacted at the original meeting. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.9 Voting</I>. When a quorum is present at any meeting, and subject to the provisions of
the General Corporation Law of the State of Delaware, the Certificate of Incorporation or by these
By-Laws, (i)&nbsp;in respect of the vote that shall be required for a specified action other than the
election of directors, the vote of the holders of a majority of the total voting power of the
shares of capital stock of the Corporation present in person or represented by proxy at the meeting
shall be determinative of any such specified action and (ii)&nbsp;pursuant to the Certificate of
Incorporation cumulative voting shall apply with respect to the election of directors, and
directors shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of directors. Each
stockholder shall have one vote for each share of stock having voting power registered in his name
on the books of the Corporation, except as otherwise provided in the Certificate of Incorporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.10 Proxies</I>. 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 in writing
authorize another person or persons to act for him 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 not to
exceed ten years.


<P align="left" style="font-size: 12pt; text-indent: 4%">Without limiting the manner in which a stockholder may authorize another person or persons to
act for him as proxy, a stockholder may validly authorize another person or persons to act for him
as proxy by: (a)&nbsp;executing a writing to that effect, which execution may be accomplished by the
stockholder or his authorized officer, director, employee or agent signing the writing or causing
his signature to be affixed to the writing by any reasonable means including, but not limited to,
by facsimile signature; or (b)&nbsp;transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such transmission, provided
that any telegram, cablegram or other means of electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram, cablegram or other
electronic transmission was authorized by the stockholder. If it is determined that any telegram,
cablegram or other electronic transmission submitted pursuant to clause (b)&nbsp;above is valid, the
inspectors shall specify the information upon which they relied. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission created pursuant to
this paragraph may be substituted or used in lieu of the original writing or transmission for any
and all purposes for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.11 Elimination of Right to Act by Consent</I>. No action required to be taken or which
may be taken at any annual or special meeting of stockholders of the Corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.12 Voting Procedures and Inspectors of Election</I>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;The Corporation, by action of the Secretary, shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting of stockholders and make a
written report thereof. The Corporation may designate one or more persons as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate 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 duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;The inspectors shall (i)&nbsp;ascertain the number of shares outstanding and the voting power
of each, (ii)&nbsp;determine the shares represented at a 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 represented at the meeting and their count of
all votes and ballots. The inspectors may appoint or retain other persons or entities to assist
them in the performance of their duties.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;The date and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or
votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after
the closing of the polls unless the Court of Chancery upon application by a stockholder shall
determine otherwise.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;In determining the validity and counting of proxies and ballots, the inspectors shall be
limited to an examination of the proxies, any envelopes submitted with those proxies, any
information provided in accordance with clause (b)&nbsp;of Section&nbsp;2.10 of these By-Laws, ballots and
the regular books and records of the Corporation, except that the inspectors may consider other
reliable information for the limited purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees or similar persons which represent more votes than the
holder of a proxy is authorized by the record owner to cast or more votes than the stockholder
holds of record. If the inspectors consider other reliable information for the limited purpose
permitted herein, the inspectors, at the time they make their certification pursuant to subsection
(b)(v) of this Section, shall specify the specific information considered by them, including the
person or persons from whom they obtained the information, when the information was obtained, the
means by which the information was obtained and the basis for the inspectors belief that the
information is accurate and reliable.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;2.13 Remote Communication</I>. For the purposes of these By-Laws, if authorized by the
Board of Directors in its sole discretion, and subject to such guidelines and procedures as the
Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:


<P align="left" style="font-size: 12pt; text-indent: 4%">(A)&nbsp;participate in a meeting of stockholders; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(B)&nbsp;be deemed present in person and vote at a meeting of stockholders whether such meeting is
to be held at a designated place or solely by means of remote communication, provided that (i)&nbsp;the
Corporation shall implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder,
(ii)&nbsp;the Corporation shall implement reasonable measures to provide such stockholders and
proxyholders a reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii)&nbsp;if any stockholder or
proxyholder votes or takes other action at the meeting by means of remote communication, a record
of such vote or other action shall be maintained by the corporation.


<P align="center" style="font-size: 12pt"><B>ARTICLE 3<BR>
DIRECTORS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.1 General Powers</I>. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors which may exercise all such powers of the
Corporation and do all such acts and things as are not by the General Corporation Law of the State
of Delaware nor by the Certificate of Incorporation nor by these By-Laws directed or required to be
exercised or done by the stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.2 Number of Directors, Classes, Terms and Election; Vacancies</I>. The number of
directors shall not be less than five nor more than nine, the exact number of directors to be
determined from time to time by resolution adopted by a majority of the whole Board, and such exact
number shall be nine until otherwise determined by resolution adopted by a majority of the whole
Board. As used in this Article, a whole Board means the total number of directors which at the
time are to constitute the Board of Directors, either as designated in this Section or as
determined by the Board of Directors in accordance herewith, as the case may be. No decrease in
the number of directors constituting the Board shall shorten the term of any incumbent director.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors shall be divided into three classes as nearly equal in number as
possible, with the term of office of Class&nbsp;I expiring at the annual meeting of stockholders in
1983, of Class&nbsp;II expiring at the annual meeting of stockholders in 1984, and of Class&nbsp;III expiring
at the annual meeting of stockholders in 1985. At each annual meeting of stockholders, directors
chosen to succeed those whose terms then expire shall be elected for a term of office expiring at
the third succeeding annual meeting of stockholders after their election.


<P align="left" style="font-size: 12pt; text-indent: 4%">If the office of any director or directors becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office, or otherwise, or a new directorship is created,
a majority of the remaining directors, though less than a quorum, shall choose a successor or
successors, or a director to fill the newly created directorship. Directors elected to fill a
vacancy shall hold office for a term expiring at the annual meeting at which the term of the class
to which they shall have been elected expires.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.3 Removal of Directors</I>. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, (a)&nbsp;any director, or the entire Board of Directors may be removed
at any time, but only for cause; and (b)&nbsp;the affirmative vote of the holders of not less than 75%
of the total voting power of all outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this purpose as one class) outstanding
at the time a determination is made shall be required to remove a director from office.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.4 Place of Meetings</I>. The Board of Directors may hold its meetings outside of the
State of Delaware, at the office of the Corporation or at such other places as they may from time
to time determine, or as shall be fixed in the respective notices or waivers of notice of such
meetings.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.5 Committees of Directors</I>. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board 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. Any such committee, 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; but no such committee
shall have the power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation&#146;s property and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amendment to
the By-Laws of the Corporation; and, unless the resolution, By-Laws, or Certificate of
Incorporation expressly so provide, no such committee shall have the power or authority to declare
a dividend or to authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by the Board of
Directors. The committees shall keep regular minutes of their proceedings and report the same to
the Board of Directors when required.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.6 Compensation of Directors</I>. Directors, as such, may receive such stated salary for
their services and/or such fixed sums and expenses of attendance for attendance at each regular or
special meeting of the Board of Directors as may be established by resolution of the Board;
provided that nothing herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee meetings.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.7 Annual Meeting</I>. The annual meeting of the Board of Directors shall be held within
ten days after the annual meeting of the stockholders in each year. Notice of such meeting, unless
waived, shall be given by mail or telegram to each director elected at such annual meeting, at his
address as the same may appear on the records of the Corporation, or in the absence of such
address, at his residence or usual place of business, at least three days before the day on which
such meeting is to be held. Said meeting may be held at such place as the Board may fix from time
to time or as may be specified or fixed in such notice or waiver thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.8 Special Meetings</I>. Special meetings of the Board of Directors may be held at any
time on the call of the Chairman of the Executive Committee (if any), the Chairman of the Board or
President or at the request in writing made to either of said Chairman or the President of any
three directors. Notice of any such meeting, unless waived, shall be given by mail or telegram to
each director at his address as the same appears on the records of the Corporation not less than
one day prior to the day on which such meeting is to be held if such notice is by telegram, and not
less than three days prior to the day on which the meeting is to be held if such notice is by mail.
If the Secretary shall fail or refuse to give such notice, then the notice may be given by the
officer to whom the request is made or by any one of the directors making the call. Any such
meeting may be held at such place as the Board may fix from time to time or as may be specified or
fixed in such notice or waiver thereof. Any meeting of the Board of Directors shall be a legal
meeting without any notice thereof having been given, if all the directors shall be present
thereat, and no notice of a meeting shall be required to be given to any director who shall attend
such meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.9 Action Without Meeting</I>. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of the Board or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings of the Board of
Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.10 Participation at Meeting by Telephone. </I>Members of the Board of Directors, or any
committee designated by the Board, may participate in a meeting of the Board or committee by means
of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;3.11 Quorum and Manner of Acting</I>. Except as otherwise provided in these By-Laws, a
majority of the total number of directors as at the time specified by the By-Laws shall constitute
a quorum at any regular or special meeting of the Board of Directors. Except as otherwise provided
by statute, by the Certificate of Incorporation, or by these By-Laws, the vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act of the Board of
Directors. In case of an equality of votes on any question before the Board of Directors of the
Corporation, the Director who holds the office of Chairman of the Executive Committee, if any,
Chairman of the Board, or the President (if a director), in that order if present, shall have a
second and deciding vote. In the absence of a quorum, a majority of the directors present may
adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except that notice shall be given to all directors if the adjournment is
for more than thirty days.


<P align="center" style="font-size: 12pt"><B>ARTICLE 4<BR>
OFFICERS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.1 Executive Officers</I>. The executive officers of the Corporation shall be a
President or Office of the President established in the manner prescribed by Section&nbsp;4.17 of these
By-Laws, one or more Executive Vice Presidents, one or more Senior Vice Presidents, such number of
Vice Presidents, if any, as the Board of Directors may determine, a Secretary and a Treasurer. The
Board of Directors may designate the Chairman as an Executive Chairman, in which case such person
shall be an officer of the Corporation. One person may hold any number of said offices.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.2 Election, Term of Office and Eligibility</I>. The executive officers of the
Corporation shall be elected annually by the Board of Directors at its annual meeting or at a
special meeting held in lieu thereof. Each officer, except such officers as may be appointed in
accordance with the provisions of Section&nbsp;4.3, shall hold office until his successor shall have
been duly elected or appointed and qualified or until his death, resignation or removal. The
Chairman of the Board and the Vice Chairman of the Board shall be and remain members of the Board
of Directors. None of the other officers need be members of the Board.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.3 Subordinate Officers</I>. The Board of Directors may appoint such Assistant
Secretaries, Assistant Treasurers, Controller and other officers, and such agents as the Board may
determine, to hold office for such period and with such authority and to perform such duties as the
Board may from time to time determine. The Board may, by specific resolution, empower the chief
executive officer of the Corporation or the Executive Committee (if such a committee is established
in the manner prescribed by Section&nbsp;3.5 of these By-Laws) to appoint any such subordinate officers
or agents.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.4 Removal</I>. The Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President, the Secretary and/or the Treasurer may be removed at any time,
either with or without cause, but only by the affirmative vote of the majority of the total number
of directors as at the time specified by the By-Laws. Any subordinate officer appointed pursuant
to Section&nbsp;4.3 may be removed at any time, either with or without cause, by the majority vote of
the directors present at any meeting of the Board or by any committee or officer empowered to
appoint such subordinate officers.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.5 The Chairman of the Board</I>. The Board shall elect a Chairman of the Board from the
members of the Board. The Board shall designate the Chairman as either a Non-executive Chairman of
the Board, or an Executive Chairman of the Board. Subject to the control vested in the Board of
Directors by statute, by the Certificate of Incorporation, or by these By-Laws, he shall preside at
all meetings of the stockholders and the Board of Directors; and in general, shall perform all
duties incident to the office of the Chairman of the Board and such other duties as from time to
time may be assigned to him by the Board of Directors. References in these By-Laws to &#147;Chairman&#148;
shall mean the Non-Executive Chairman or Executive Chairman, as designated by the Board.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.6 The Vice Chairman of the Board</I>. In the absence of the Chairman of the Board, or
in the event of his inability or refusal to act, the Vice Chairman of the Board or his designee
shall preside at all meetings of the stockholders and the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.7 The President</I>. The President shall have authority to see that all resolutions of
the Board of Directors and of the Executive Committee are carried into effect, shall perform such
duties as are incident to the office of President or as may from time to time be assigned by the
Chairman of the Board, the Vice Chairman of the Board or the Board of Directors, and, if the
President is a director, in the absence or disability of the Chairman of the Board, shall perform
the duties of the Chairman of the Board.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.8 The Executive Vice Presidents</I>. In the absence of the Chairman of the Executive
Committee, the Chairman of the Board and the President, or in the event of their inability or
refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice
President, Executive Vice Presidents in the order designated, or in the absence of any designation,
in the order elected) shall perform the duties of the Chairman of the Executive Committee, the
Chairman of the Board and the President. Each Executive Vice President shall perform such other
duties as from time to time may be assigned to him by the Chairman of the Executive Committee, the
Chairman of the Board, the Vice Chairman of the Board, the President or by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.9 The Vice Presidents</I>. In the event of the absence or disability of the Chairman of
the Executive Committee, the Chairman of the Board, the President and/or all Executive Vice
Presidents, each senior Vice President, in the order of his seniority, which shall be in the order
of his election, and then each Vice President, in the order of his seniority, shall perform the
duties of such officers. The Vice Presidents shall also perform such other duties as from time to
time may be assigned to them by the Chairman of the Executive Committee, the Chairman of the Board,
the Vice Chairman of the Board, the President, Executive Vice Presidents or by the Board of
Directors of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.10 The Secretary</I>. The Secretary shall:


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;Keep the minutes of the meetings of the stockholders and of the Board of Directors;


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;See that all notices are duly given in accordance with the provisions of these By-Laws or
as required by law;


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;Be custodian of the records and of the seal of the Corporation and see that the seal or a
facsimile or equivalent thereof is affixed to or reproduced on all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized;


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;Have charge of the stock record books of the Corporation, unless the same shall be
entrusted by the Board of Directors to a registrar or transfer agent, in which case the registrar
or transfer agent shall have charge of same;


<P align="left" style="font-size: 12pt; text-indent: 6%">(e)&nbsp;In general, perform all duties incident to the office of Secretary, and such other duties
as are provided by these By-Laws and as from time to time are assigned to him by the Chairman of
the Executive Committee, the Chairman of the Board, the Vice Chairman of the Board, the President
or the Board of Directors of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.11 The Assistant Secretaries</I>. If one or more Assistant Secretaries shall be
appointed pursuant to the provisions of Section&nbsp;4.3respecting subordinate officers, then, at the
request of the Secretary, or in his absence or disability, the Assistant Secretary designated by
the Secretary (or in the absence of such designations, then any one of such Assistant Secretaries)
shall perform the duties of the Secretary and when so acting shall have all the powers of and be
subject to all the restrictions upon the Secretary.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.12 The Treasurer</I>. The Treasurer shall:


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;Receive and be responsible for all funds of and securities owned or held by the
Corporation and, in connection therewith, among other things: keep or cause to be kept full and
accurate records and accounts for the Corporation; deposit or cause to be deposited to the credit
of the Corporation all moneys, funds and securities so received in such bank or other depository as
the Board of Directors or an officer designated by the Board may from time to time establish; and
disburse or supervise the disbursement of the funds of the Corporation as may be properly
authorized;


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;Render to the Board of Directors at any meeting thereof, or from time to time whenever the
Board of Directors or the chief executive officer of the Corporation may require, financial and
other appropriate reports on the condition of the Corporation;


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;In general, perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Chairman of the Executive Committee, the
Chairman of the Board, the Vice Chairman of the Board, the President or the Board of Directors of
the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.13 The Assistant Treasurers</I>. If one or more Assistant Treasurers shall be appointed
pursuant to the provisions of Section&nbsp;4.3 respecting subordinate officers, then, at the request of
the Treasurer, or in his absence or disability, the Assistant Treasurer designated by the Treasurer
(or in the absence of such designation, then any one of such Assistant Treasurers) shall perform
all the duties of the Treasurer and when so acting shall have all the powers of and be subject to
all the restrictions upon the Treasurer.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.14 Salaries</I>. The salaries of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a director of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.15 Bonds</I>. If the Board of Directors or the chief executive officer shall so
require, any officer or agent of the Corporation shall give bond to the Corporation in such amount
and with such surety as the Board of Directors or the chief executive officer, as the case may be,
may deem sufficient, conditioned upon the faithful performance of their respective duties and
offices.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.16 Delegation of Duties</I>. In case of the absence of any officer of the Corporation
or for any other reason which may seem sufficient to the Board of Directors, the Board of Directors
may, for the time being, delegate his powers and duties, or any of them, to any other officer or to
any director.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;4.17 Office of the President</I>. Notwithstanding anything herein to the contrary, the
Board of Directors of the Corporation may at any time, and from time to time, (i)&nbsp;designate, in
lieu of a President, an Office of the President or (ii)&nbsp;disband such Office of the President in
favor of a President. The Office of the President shall consist of at least two, but not more than
three employees of the Corporation, elected by the Board of Directors. Each member of the Office
of the President shall perform such duties as may be prescribed by the Chairman of the Board or the
Board of Directors and shall have the same duties and powers as a President of the Corporation
hereunder; provided, however, that (i)&nbsp;the Board of Directors of the Corporation may, by
resolution, designate only certain members of the Office of the President who may exercise certain
authority of a President hereunder, and (ii)&nbsp;the approval of at least two members of the Office of
the President shall be required for all actions of the Office of the President including, but not
limited to, the following:


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;Calling for a special meeting of stockholders pursuant to Section&nbsp;2.6 hereof;


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;Calling for a special meeting of the Board of Directors of the Corporation pursuant to
Section&nbsp;3.8 hereof;


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;Casting the deciding vote on any question before the Board of Directors of the Corporation
pursuant to Section&nbsp;3.10 if and only if all such members of the Office of the President are also
directors of the Corporation. If only one member of the Office of the President is a director,
such member shall have authority to cast the deciding vote pursuant to Section&nbsp;3.10 hereof; and.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;Assign duties to any Executive Vice President, any Vice President, the Secretary or the
Treasurer.


<P align="center" style="font-size: 12pt"><B>ARTICLE 5<BR>
SHARES OF STOCK</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;5.1 Regulation</I>. Subject to the terms of any contract of the Corporation, the Board of
Directors may make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares and uncertificated shares of the stock of the
Corporation, including the issue of new certificates for lost, stolen or destroyed certificates, or
a new statement for uncertificated shares as provided in Section&nbsp;5.2(b), and including the
appointment of transfer agents and registrars.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;5.2 Stock Certificates</I>. Shares of the Corporation&#146;s stock may be certificated or
uncertificated, as provided under the Delaware General Corporation Law.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;Shares of this Corporation may be represented by certificates. Certificates for shares of
the stock of the Corporation shall be respectively numbered serially for each class of stock, or
series thereof, as they are issued, shall be impressed with the corporate seal or a facsimile
thereof, and shall be signed by the Chairman of the Board, the President or an Executive Vice
President, and by the Secretary or Treasurer, or an Assistant Secretary or an Assistant Treasurer,
provided that such signatures may be facsimiles on any certificate countersigned by a transfer
agent other than the Corporation or its employee. Each certificate shall exhibit the name of the
Corporation, the class (or series of any class) and number of shares represented thereby, the name
of the holder, the par value of the shares represented thereby, or that such shares are without par
value. The powers, designations, preferences, and relative, participating, optional or other
special rights of each class of stock and series of any class and the qualifications, limitations
or restrictions of such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificates which the Corporation shall issue, or such certificate shall
contain a statement that the Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Each certificate shall be otherwise in such form
as may be prescribed by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;The Board of Directors may authorize the issuance of some or all of any or all classes or
series of the Corporation&#146;s stock, common, preferred or otherwise, without certificates. The
authorization does not affect shares already represented by certificates until the certificates are
surrendered to the Corporation. Within a reasonable time after the issuance or transfer of shares
without certificates, the Corporation shall send the shareholder a written statement of the
information required on share certificates by paragraph (a)&nbsp;of this Section&nbsp;5.2. Unless the
Delaware General Corporation Law expressly provides otherwise, the rights and obligations of
shareholders are identical whether or not their shares are represented by certificates.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;5.3 Transfer of Shares</I>. Shares of the capital stock of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney and, in the case of shares represented by a certificate, upon the surrender or
cancellation of a certificate or certificates for a like number of shares. Upon presentation and
surrender of a certificate properly endorsed and payment of all taxes therefore, the transferee
shall be entitled to a new certificate or certificates in lieu thereof. As against the
Corporation, a transfer of shares can be made only on the books of the Corporation and in the
manner hereinabove provided, and the Corporation shall be entitled to treat the registered holder
of any share as the owner thereof and shall not be bound to recognize any equitable or other claim
to or interest in such share on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the statutes of the State of Delaware.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;5.4 Fixing Date for Determination Stockholders of Record</I>. 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, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any other action. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;5.5 Lost Certificate</I>. Any stockholder claiming that a certificate representing shares
of stock has been lost, stolen or destroyed may make an affidavit or affirmation of the fact and,
if the Board of Directors so requires, advertise the same in a manner designated by the Board, and
give the Corporation a bond of indemnity in form and with security for an amount satisfactory to
the Board (or an officer or officers designated by the Board), whereupon a new certificate, or a
new statement as provided for in Section&nbsp;5.2(b) for uncertificated shares, may be issued of the
same tenor and representing the same number, class and/or series of shares as were represented by
the certificate alleged to have been lost, stolen or destroyed.


<P align="center" style="font-size: 12pt"><B>ARTICLE 6<BR>
BOOKS AND RECORDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;6.1 Location</I>. The books, accounts and records of the Corporation may be kept at such
place or places within or without the State of Delaware as the Board of Directors may from time to
time determine.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;6.2 Inspection</I>. The books, accounts and records of the Corporation shall be open to
inspection by any member of the Board of Directors at all times; and open to inspection by the
stockholders at such times, and subject to such regulations as the Board of Directors may
prescribe, except as otherwise provided by statute.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;6.3 Corporate Seal</I>. The corporate seal shall contain two concentric circles between
which shall be the name of the Corporation and the word Delaware and in the center shall be
inscribed the words Corporate Seal.


<P align="center" style="font-size: 12pt"><B>ARTICLE 7<BR>
DIVIDENDS AND RESERVES</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;7.1 Dividends</I>. Dividends upon the outstanding shares of capital stock of the
Corporation (other than liquidating dividends) shall be declared only from the earned surplus or
net profits of the Corporation. Subject to the provisions of the Certificate of Incorporation, and
to any other lawful commitments of the Corporation, and subject to applicable law, dividends may be
declared and made payable at such times and in such amounts as the Board of Directors may from time
to time determine. Dividends may be declared at any regular or special meeting of the Board and
may be paid in cash or other property or in the form of a stock dividend.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;7.2 Reserves</I>. The Board of Directors of the Corporation may set apart, out of any of
the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose
and may increase, reduce or abolish any such reserve.


<P align="center" style="font-size: 12pt"><B>ARTICLE 8<BR>
MISCELLANEOUS PROVISIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.1 Fiscal Year</I>. The fiscal year of the Corporation shall end an the 31st day of
December of each year.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.2 Depositories</I>. The Board of Directors or an officer designated by the Board shall
appoint banks, trust companies, or other depositories in which shall be deposited from time to time
the money or securities of the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.3 Checks, Drafts and Notes</I>. All checks, drafts, or other orders for the payment of
money and all notes or other evidences of indebtedness issued in the name of the Corporation shall
be signed by such officer or officers or agent or agents as shall from time to time be designated
by resolution of the Board of Directors or by an officer appointed by the Board.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.4 Contracts and Other Instruments</I>. The Board of Directors may authorize any
officer, agent or agents to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Corporation and such authority may be general or confined to specific
instances.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.5 Notices</I>. Whenever under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given in writing, by mail,
by depositing the same in a post office or letter box, in a postpaid sealed wrapper or by delivery
to a telegraph company, addressed to such director or stockholder at such address as appears on the
records of the Corporation, and such notice shall be deemed to be given at the time when the same
shall be thus mailed or delivered to a telegraph company.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.6 Waivers of Notice</I>. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to said 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.7 Stock in Other Corporations</I>. Any shares of stock in any other Corporation which
may from time to time be held by this Corporation may be represented and voted at any meeting of
shareholders of such Corporation by the Chairman of the Executive Committee, if any, the Chairman
of the Board, or the President or an Executive Vice President, or by any other person or persons
thereunto authorized by the Board of Directors, or by any proxy designated by written instrument of
appointment executed in the name of this Corporation by its Chairman of the Executive Committee, if
any, the Chairman of the Board, the President or an Executive Vice President. Shares of stock
belonging to the Corporation need not stand in the name of the Corporation, but may be held for the
benefit of the Corporation in the individual name of the Treasurer or of any other nominee
designated for the purpose by the Board of Directors. Certificates for shares so held for the
benefit of the Corporation shall be endorsed in blank or have proper stock powers attached so that
said certificates are at all times in due form for transfer, and shall be held for safekeeping in
such manner as shall be determined from time to time by the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.8 Indemnification</I>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;The Corporation shall indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that the person 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, partnership, joint venture, trust or other enterprise
against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding
to the fullest extent authorized by the laws of Delaware as the same now or may hereafter exist
(but, in the case of any change, only to the extent that such change authorizes the Corporation to
provide broader indemnification rights than said law permitted the Corporation to provide prior to
such change) if the person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and with respect to any criminal
actions or proceeding had no reasonable cause to believe that the person&#146;s conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interest of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person&#146;s conduct was unlawful.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;The Corporation shall indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that the person 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, partnership, joint venture, trust or
other enterprise against expenses (including attorneys&#146; fees) to the fullest extent authorized by
the laws of Delaware as the same now or may hereafter exist (but, in the case of any change, only
to the extent that such change authorizes the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such change) actually and reasonably
incurred by the person in defense or settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the Corporation and except that that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent the Court of Chancery of Delaware or the court in which such action
or suite was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem
proper.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;To the extent that a present or former director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
subsections (a)&nbsp;and (b)&nbsp;of this Section&nbsp;8.8, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys&#146; fees) actually and
reasonably incurred by such person in connection therewith.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this Section&nbsp;8.8 (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer is proper in the
circumstances because the person has met the applicable standard of conduct set forth in
subsections (a)&nbsp;and (b)&nbsp;of this Section&nbsp;8.8. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1)&nbsp;by a majority vote of
the directors who are not parties to such action, suit or proceeding, even though less than a
quorum, or (2)&nbsp;by a committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3)&nbsp;if there are no such directors, of if such directors so direct,
by independent legal counsel in a written opinion, or (4)&nbsp;by the stockholders.


<P align="left" style="font-size: 12pt; text-indent: 6%">(e)&nbsp;Expenses (including attorneys&#146; fees) incurred by a current or former officer or director
in defending any threatened or pending civil, criminal, administrative or investigative action,
suit or proceeding shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation as authorized in this Section&nbsp;8.8.


<P align="left" style="font-size: 12pt; text-indent: 6%">(f)&nbsp;The indemnification and advancement of expenses provided by, or granted pursuant to, the
other subsections of this Section&nbsp;8.8 shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such
person&#146;s official capacity and as to action in another capacity while holding such office.


<P align="left" style="font-size: 12pt; text-indent: 6%">(g)&nbsp;The Corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such
person&#146;s status as such, whether or not the Corporation would have the power to indemnify such
person against such liability under this Section&nbsp;8.8.


<P align="left" style="font-size: 12pt; text-indent: 6%">(h)&nbsp;With respect to any person made or threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that such a person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a director or officer of
another enterprise, the rights to indemnification and to the advancement of expenses conferred in
Section&nbsp;8.8 shall be contract rights.


<P align="left" style="font-size: 12pt; text-indent: 6%">(i)&nbsp;For purposes of this Section&nbsp;8.8, references to &#147;the Corporation&#148; shall include, in
addition to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Section&nbsp;8.8 with respect to the resulting
or surviving corporation as such person would have with respect to such constituent corporation if
its separate existence had continued.


<P align="left" style="font-size: 12pt; text-indent: 6%">(j)&nbsp;For purposes of this Section&nbsp;8.8, references to &#147;other enterprises&#148; shall include employee
benefit plans; references to &#147;fines&#148; shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to &#147;serving at the request of the corporation&#148;
shall include any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner &#147;not opposed to
the best interests of the corporation&#148; as referred to in this Section&nbsp;8.8.


<P align="left" style="font-size: 12pt; text-indent: 6%">(k)&nbsp;The indemnification and advancement of expenses provided by, or granted pursuant to, this
Section&nbsp;8.8 shall, unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person.


<P align="left" style="font-size: 12pt; text-indent: 6%">(l)&nbsp;Any amendment, repeal or modification of any provision of this Section&nbsp;8.8 by the
stockholders or the directors of the Corporation shall not adversely affect any right or protection
of a current or former director or officer of the Corporation existing at the time of such
amendment, repeal or modification or relating to acts or omissions of a current or former director
or officer occurring at or prior to the time of such amendment, repeal or modification.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>Section&nbsp;8.9 Amendment of By-Laws</I>. The stockholders, by the affirmative vote of holders of not
less than 75% of the total voting power of all outstanding shares of capital stock of the
Corporation may, at any annual or special meeting if notice of such alteration or amendment of the
By-Laws is contained in the notice of such meeting, alter, amend, or repeal these By-Laws, and
alterations or amendments of By-Laws made by the stockholders shall not be altered or amended by
the Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors, by the affirmative vote of a majority of the whole Board, may make,
alter, amend, or repeal these By-Laws at any meeting, except as provided in the above paragraph.
By-Laws made, altered, amended or repealed by the Board of Directors may be altered or repealed by
the stockholders.


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