8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

GLG PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation or Organization)	20-5009693 (I.R.S. Employer Identification Number)
390 Park Avenue, 20th Floor New York, New York (Address of principal executive offices)	10022 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

	Name of Each Exchange on Which
Title of Each Class to be so Registered	Each Class is to be Registered
Units, each consisting of one share of Common Stock and one Warrant	The New York Stock Exchange, Inc.
Common Stock, par value, $0.0001 per share, including shares included in the Units	The New York Stock Exchange, Inc.
Warrants, including Warrants included in the Units	The New York Stock Exchange, Inc.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box o

Securities Act registration statement file numbers to which this form relates: 333-136248 and 333-139593

Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered.

     This amended registration statement on Form 8-A/A is being filed to reflect the voluntary delisting of the securities of GLG Partners, Inc., formerly named Freedom Acquisition Holdings, Inc. (the “Company”), and their listing on the New York Stock Exchange, Inc. effective as of the opening of trading on November 5, 2007 and the change of the Company’s name. The securities to be registered hereby are shares of Common Stock, par value $0.0001 per share (the “Common Stock”), warrants to purchase Common Stock (the “Warrants”) and units consisting of one share of Common Stock and one Warrant (the “Units”) of the Company. The description of the Common Stock, the Warrants and the Units contained in the section entitled “The Authorized Share Proposal —Description of Capital Stock” in the Company’s definitive proxy statement dated October 12, 2007 and in the section entitled “Description of Securities” in the Prospectus related to the Company’s Registration Statements on Form S-1 (Registration Nos. 333-136248 and 333-139593), as amended, are hereby incorporated by reference herein.

Item 2. Exhibits.

3.1*	Amended and Restated Certificate of Incorporation.
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation.
3.3	Certificate of Designation of Series A Preferred Stock.
3.4*	Bylaws.
3.5	Form of Amended Bylaws.
4.1*	Specimen Unit Certificate.
4.2*	Specimen Common Stock Certificate.
4.3**	Amended and Restated Warrant Agreement dated as of December 21, 2006 between Continental Stock Transfer & Trust Company and the Company.
*	Incorporated by reference to the corresponding exhibit filed with the Company’s Registration Statement on Form S-1 (File No. 333-136248), as amended.
**	Incorporated by reference to Exhibit 4.8 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

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SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 2, 2007	GLG Partners, Inc.
	By:	/s/ Alejandro San Miguel
		Name:	Alejandro San Miguel
		Title:	General Counsel and Corporate Secretary

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EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FREEDOM ACQUISITION HOLDINGS, INC.

     Freedom Acquisition Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

     1. Article FIRST of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, is hereby amended in its entirety to read as follows:

     “FIRST: The name of the Corporation is GLG Partners, Inc. (the “Corporation”).”

     2. Article SECOND of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, is hereby amended in its entirety to read as follows:

     “SECOND: The address of the Corporation’s registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.”

     3. The introductory paragraph and paragraph A of Article FOURTH of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, are hereby amended in their entirety to read as follows:

     “FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,150,000,000 of which 1,000,000,000 shares shall be Common Stock of the par value of $0.0001 per share (the “Common Stock”) and 150,000,000 shares shall be Preferred Stock of the par value of $0.0001 per share (the “Preferred Stock”).

     A. Preferred Stock. The Board of Directors of the Corporation (the “Board of Directors”) is hereby expressly authorized, by resolution or resolutions thereof, to provide out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and such qualifications, limitations or restrictions thereof, if any, of the shares of such series.

     The powers, preferences and relative, participating, optional and other special rights of such series of Preferred Stock, if any, and the qualifications, limitations or

restrictions thereof, if any, may differ from those of any and all other series of Preferred Stock at any time outstanding. Except as may otherwise be provided in this Certificate of Incorporation (including any certificate filed with the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with paragraph A of this Article FOURTH (each a “Preferred Stock Designation”)), the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in interest of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally (“Voting Stock”), voting together as a single class, irrespective of Section 242(b)(2) of the DGCL and without a separate vote of the holders of the Preferred Stock or any series thereof.”

     4. Article SIXTH of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, is hereby amended in its entirety to read as follows:

     “SIXTH: Except as may otherwise be provided in this Certificate of Incorporation (including any Preferred Stock Designation), any vacancy in the Board of Directors, whether arising from death, resignation, removal, an increase in the number of directors or any other cause, may be filled by the vote of a majority of the directors then in office, though less than a quorum, by the sole remaining director or by the stockholders. Each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor shall have been elected and qualified.”

     5. Paragraphs B, C and D of Article SEVENTH of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, are hereby amended in their entirety to read as follows:

     “B. Except as otherwise provided for or fixed pursuant to a Preferred Stock Designation relating to the rights of holders of a series of Preferred Stock to elect directors, if any, the number of directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the Bylaws of the Corporation.

     C. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter, amend or repeal any Bylaws, whether adopted by them or otherwise; provided that, notwithstanding anything contained in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, any such adoption, alteration, amendment or repeal by stockholders shall require the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding Voting Stock, voting together as a single class.

     D. The Board of Directors in its discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any special

meeting of the stockholders called for the purpose of considering any such act or contract (such purpose to be stated in the notice of any such special meeting as required by law), and any contract or act that shall be approved or ratified by the affirmative vote of at least a majority in voting power of the then outstanding Voting Stock present at a meeting at which a quorum is present, unless a higher vote is required by applicable law, shall, to the fullest extent permitted by applicable law, be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation.”

     6. Article SEVENTH of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, is hereby further amended to add new paragraphs G, H and I to read in their entirety as follows:

     “G. Except for such additional directors, if any, as are elected by the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH hereof, any director or the entire Board of Directors may be removed, with or without cause, solely by the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding Voting Stock, voting together as a single class.

     H. Except as may otherwise be provided for or fixed pursuant to the provisions of Article FOURTH of this Certificate of Incorporation relating to the rights of the holders of any outstanding series of Preferred Stock, special meetings of stockholders for any purpose or purposes may be called at any time or from time to time by resolution or resolutions adopted by at least a majority of the whole Board of Directors, but such special meetings may not be called by any other person or persons.

     I. For purposes of paragraph F of this Article SEVENTH, “IPO” means the Corporation’s initial public offering.”

     7. Paragraph B of Article EIGHTH of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, is hereby amended in its entirety to read as follows:

     “B. The Corporation, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, shall indemnify and hold harmless any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is a 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, limited liability entity, joint venture, trust, other enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss (including judgments, fines and amounts paid in settlement) suffered and expenses (including attorneys fees) reasonably incurred by such Covered Person. Notwithstanding the foregoing sentence, 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 was authorized in the specific case by the Board of Directors. To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding shall be paid by the Corporation in advance of the final disposition of such 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 he or she is not entitled to be indemnified by the Corporation as authorized hereby.”

     8. Article NINTH of the Amended and Restated Certificate of Incorporation of this Corporation, as the same has been amended to date, is hereby amended in its entirety to read as follows:

     “NINTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner at the time prescribed by said laws, and all rights at any time conferred upon the stockholders or directors of the Corporation or any other person by this Certificate of Incorporation are granted subject to the provisions of this Article NINTH. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, in addition to any affirmative vote required by law and/or a Preferred Stock Designation, (i) the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding Voting Stock, voting together as a single class, shall be required to amend, alter or repeal Article SIXTH, paragraphs B, C, G or H of Article SEVENTH or this Article NINTH (other than clause (ii) of this sentence of Article NINTH) or to adopt any provision inconsistent with any of the foregoing sections or articles and (ii) the affirmative vote of at least 80% of the voting power of all the then outstanding Voting Stock, voting together as a single class, shall be required to amend, alter or repeal paragraph F of Article SEVENTH or this clause (ii) or to adopt any provision inconsistent with paragraph F of Article SEVENTH or this clause (ii).”

     9. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed and acknowledged by its officer thereunto duly authorized this 2nd day of November, 2007.

FREEDOM ACQUISITION HOLDINGS, INC.
By:	/s/ Jared Bluestein
	Name:	Jared Bluestein
	Title:	Secretary

Signature Page to Certificate of Amendment to Freedom Acquisition Holdings, Inc. Certificate of Incorporation

EX-3.3

Exhibit 3.3

CERTIFICATE OF DESIGNATION
OF
SERIES A VOTING PREFERRED STOCK
OF
GLG PARTNERS, INC.

Pursuant to Sections 151 of the General
Corporation Law of the State of Delaware

               GLG Partners, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation pursuant to Section 151 of the General Corporation Law of the State of Delaware:

               RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (the “Board of Directors” or the “Board”) in accordance with the provisions of its certificate of incorporation, the Board of Directors hereby creates a series of the Corporation’s previously authorized Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative participating, optional or other special rights, preferences, privileges, powers, qualifications and restrictions thereof as follows:

               Series A Voting Preferred Stock

1. Amount and Designation.

               This series, which shall consist of 58,904,993 shares of Preferred Stock, shall be designated “Series A Voting Preferred Stock” (the “Series A Preferred Stock”).

2. Dividends and Distributions.

               Except as expressly provided in Sections 5 and 8 below, the holders of Series A Preferred Stock, as such, shall not be entitled to receive any dividends or distributions.

3. Voting Rights.

               A. The holders of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the stockholders of the Corporation, voting together with the holders of Common Stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) as a single class. Each holder of Series A Preferred Stock, as such, shall be entitled to one (1) vote for each share of Series A Preferred Stock held on the record date for determining the stockholders of the Corporation entitled to vote.

               B. Except as set forth herein or otherwise provided by law, the holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be

required (except to the extent such holders are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

4. Reacquired Shares.

               If shares of Series A Preferred Stock are purchased, redeemed or otherwise acquired by the Corporation in any manner whatsoever, then the Series A Preferred Stock so acquired shall, to the fullest extent permitted by law, be retired and canceled upon the purchase, redemption or acquisition thereof and shall not be reissued as shares of Series A Preferred Stock.

               Such shares shall upon their retirement and cancellation, and upon the taking of any action required by applicable law, become authorized but unissued shares of Preferred Stock undesignated as to series and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth in the certificate of incorporation.

5. Liquidation.

               In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the holders of Series A Preferred Stock, as such, shall be entitled to receive out of assets of the Corporation available for distribution to stockholders of the Corporation, and subject to the rights of any stock of the Corporation ranking senior to or on parity with the Series A Preferred Stock in respect of distributions upon liquidation, dissolution or winding up of the Corporation, before any amount shall be distributed among the holders of Common Stock or any other shares ranking junior to the Series A Preferred Stock in respect of distributions upon liquidation, dissolution or winding up of the Corporation, a liquidating distribution in the amount of $0.0001 per share, and no more. If, upon any liquidation, dissolution or winding-up of the Corporation, the amounts payable with respect to Series A Preferred Stock and any other stock ranking as to any such distribution on parity with the Series A Preferred Stock are not paid in full, the holders of Series A Preferred Stock and such other stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amounts to which the holders of Series A Preferred Stock are entitled as provided in this Section 5, the holders of Series A Preferred Stock shall not be entitled to any further right or claim to any of the remaining assets of the Corporation.

               The Corporation shall provide the holders of Series A Preferred Stock with written notice of (i) any voluntary Liquidation at least 60 days prior to the effective date of such Liquidation and (ii) any involuntary Liquidation promptly upon the Corporation becoming aware of any threatened or instituted proceeding in respect thereof.

               Neither a consolidation nor merger of the Corporation with or into another corporation nor a sale or transfer of all or any part of the Corporation’s assets for cash, securities or other property will be considered a Liquidation.

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6. Conversion or Exchange.

               The Series A Preferred Stock shall not be convertible into or exchangeable for any other class or series of capital stock, or any other securities, of the Corporation or any other corporation.

7. Automatic Redemption.

               One Class B Ordinary Share of FA Sub 2 Limited (an “Exchangeable Share”) may at any time or from time to time be exchanged by the holder thereof for one share of Common Stock in accordance with the Memorandum of Association of FA Sub 2 Limited (the “FA Sub 2 Memorandum”), subject to adjustment as provided for therein. Upon the exchange of any Exchangeable Shares by the holder thereof for shares of Common Stock, one share of Series A Preferred Stock held by such holder for every one share of Common Stock issued to the holder upon such exchange shall thereupon be automatically redeemed by the Corporation at the redemption price of $0.0001 per share, without any action nor consent of or by the holder of Series A Preferred Stock.

8. Special Voting Powers.

               In addition to any vote required by the certificate of incorporation of the Corporation or by applicable law, for so long as any shares of Series A Preferred Stock shall remain outstanding, the vote of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a series, shall be necessary for the Corporation to:

               (a) adopt any alteration, amendment or repeal of any provision of the certificate of incorporation of the Corporation (including any such alteration, amendment or repeal effected by any merger or consolidation) that effects a division, subdivision, consolidation or combination of shares of Common Stock, unless such alteration, amendment or repeal also proportionately divides, subdivides, consolidates or combines shares of Series A Preferred Stock on the same basis;

               (b) declare any dividend or distribution on the Common Stock (other than in connection with a liquidation, dissolution or winding up of the Corporation) in shares of Common Stock, unless a proportionate dividend or distribution of shares of Series A Preferred Stock is also declared on the Series A Preferred Stock; or

               (c) divide or subdivide (by stock split, stock dividend or otherwise) the Series A Preferred Stock into a greater number of shares or combine or consolidate (by reverse stock split or otherwise) the Series A Preferred Stock.

9. Organic Changes.

               Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Corporation’s assets, spin-off, distribution or other transaction (other than (i) cash dividends or other dividends or distributions in respect of which holders of Exchangeable Shares are entitled to dividends or distributions under Regulation 11(b) of the FA Sub 2 Memorandum or (ii) stock splits or stock dividends that result in the exchange ratio being

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proportionately adjusted pursuant to Regulation 12(e) of the FA Sub 2 Memorandum), which in any such case is effected in such a manner that holders of Common Stock of the Corporation are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock of the Corporation is referred to herein as an “Organic Change”. Prior to the consummation of any Organic Change at any time while any shares of Series A Preferred Stock are outstanding, the Corporation shall make appropriate provision to insure that the holders of Exchangeable Shares shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) Common Stock of the Corporation immediately theretofore issuable upon the exchange of Exchangeable Shares, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the holder of Exchangeable Shares had exchanged Exchangeable Shares immediately prior to such Organic Change) with respect to or in exchange for the number of shares of Common Stock of the Corporation issuable immediately prior thereto upon exchange of Exchangeable Shares had such Organic Change not taken place.

10. Transfer Restrictions.

               A. Except as provided in Section 10.B, no holder of Series A Preferred Stock may transfer, and the Corporation shall not register the transfer of, any Series A Preferred Stock, whether by sale, assignment, gift, bequest, appointment or otherwise, other than (a) to a trustee of a trust principally for the benefit of the holder of such Series A Preferred Stock, (b) to the executor, administrator or personal representative of the estate of such holder, (c) by gift to such holder’s immediate family members, (d) to a trust established for the benefit of such immediate family members and/or (e) to a partnership in which such immediate family member are the only partners, provided that such shares of Series A Preferred Stock are transferred together with a number of Exchangeable Shares then exchangeable into a number of shares of Common Stock equal to the number of shares of Series A Preferred Stock being transferred.

               B. A holder of Series A Preferred Stock may transfer such Series A Preferred Stock to any person or entity following the date on which such holder has held such Series A Preferred Stock (including the holding period(s) of any previous holder(s)) for an aggregate period of five (5) years, provided that such shares of Series A Preferred Stock are transferred together with a number of Exchangeable Shares then exchangeable into a number of shares of Common Stock equal to the number of shares of Series A Preferred Stock being transferred.

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               IN WITNESS WHEREOF, this Certificate of Designation is signed on behalf of the Corporation by the undersigned this 2nd day of November, 2007.

GLG PARTNERS, INC.
By:	/s/ Jared Bluestein
	Name:	Jared Bluestein
	Title:	Secretary

Signature Page to Certificate of Designation of Series A Voting Preferred Stock of GLG Partners, Inc.

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EX-3.5

Exhibit 3.5

AMENDED BYLAWS OF

GLG PARTNERS, INC.

ARTICLE I.

OFFICES

     SECTION 1. Registered Office in Delaware; Resident Agent.

     The address of the Corporation’s registered office in the State of Delaware and the name and address of its resident agent in charge thereof are as filed with the Secretary of State of the State of Delaware.

     SECTION 2. Other Offices.

     The Corporation may also have an office or offices at such other place or places either within or without the State of Delaware as the Corporation may from time to time determine or the business of the Corporation requires.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

     SECTION 1. Place of Meetings.

     All meetings of the stockholders of the Corporation shall be held at such place, within or without the State of Delaware, as may from time to time be designated by resolution passed by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meetings shall not be held at any place, but may instead be held solely by means of remote communication.

     SECTION 2. Annual Meetings.

     Annual meetings of the stockholders for the election of directors and for the transaction of such other proper business, shall be held on such date and at such time as may from time to time be designated by resolution passed by the Board of Directors.

     SECTION 3. Special Meetings.

     Except as may otherwise be provided for or fixed pursuant to the provisions of the Certificate of Incorporation relating to the rights of the holders of any outstanding series of Preferred Stock of the Corporation, special meetings of stockholders for any purpose or purposes may be called at any time or from time to time by resolution or resolutions adopted by at least a

majority of the whole Board of Directors, but such special meetings may not be called by any other person or persons.

     SECTION 4. Notice of Meetings.

     Except as otherwise provided by law, written notice of each meeting of the stockholders, whether annual or special, shall be mailed, postage prepaid, or sent by electronic transmission, not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting, at the stockholder’s address as it appears on the records of the Corporation. Every such notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person or by proxy and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any adjourned meeting of the stockholders shall not be required to be given, except when expressly required by law.

     SECTION 5. List of Stockholders.

     The Secretary shall prepare and make, at least ten 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, for a period of at least ten days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a specified place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the 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 referred to in this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

     SECTION 6. Quorum.

     At each meeting of the stockholders, the holders of a majority in interest of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote generally (“Voting Stock”) present either in person or by proxy shall constitute a quorum for the transaction of business except where otherwise provided by law or by the Certificate of Incorporation or by these bylaws for a specified action. Except as otherwise provided by law, in the absence of a quorum, holders of a majority in interest of Voting Stock present in person or by proxy and entitled to vote shall have the power to adjourn the meeting from time to time, without

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notice other than announcement at the meeting, until stockholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at a meeting as originally called, except as otherwise provided by law, and only those stockholders entitled to vote at the meeting as originally called shall be entitled to vote at any adjournment or adjournments thereof. The absence from any meeting of the number of stockholders required by law or by the Certificate of Incorporation or by these bylaws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if the number of stockholders required in respect of such other matter or matters shall be present or represented.

     SECTION 7. Organization.

     At every meeting of the stockholders, the Chief Executive Officer, or in the absence of the Chief Executive Officer, a director or an officer of the Corporation designated by the Board of Directors, shall act as Chairman of the meeting. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, shall act as Secretary at all meetings of the stockholders. In the absence from any such meeting of the Secretary and the Assistant Secretaries, the Chairman may appoint any person to act as Secretary of the meeting.

     SECTION 8. Notice of Stockholder Business and Nominations.

     (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders at an annual meeting of stockholders may be made (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this bylaw, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this bylaw.

          (2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the case of the annual meeting to be held in 2008 or in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period or extend any time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information

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relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

          (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation 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 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this bylaw 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 10th day following the day on which such public announcement is first made by the Corporation.

     (B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this bylaw, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this bylaw. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder who shall be entitled to vote at the meeting (and who is a stockholder of record at the time of giving of notice provided for in this bylaw) may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice of such nomination or nominations (which shall be governed by the same requirements as the notice required by paragraph (A)(2) of this bylaw) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made by the Corporation 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

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adjournment or postponement of a special meeting commence a new time period or extend any time period for the giving of a stockholder’s notice as described above.

     (C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this bylaw shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this bylaw. Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this bylaw and, if any proposed nomination or business is not in compliance with this bylaw, to declare that such defective proposal or nomination shall be disregarded.

          (2) For purposes of this bylaw, “public announcement” shall mean disclosure in a press release reported by Business Wire, PR Newswire, 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 13, 14 or 15(d) of the Exchange Act.

          (3) Notwithstanding the foregoing provisions of this bylaw, 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 in this bylaw. Nothing in this bylaw shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors under circumstances specified in the Certificate of Incorporation.

     SECTION 9. Business and Order of Business.

     At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, except as otherwise provided by law or in these bylaws. The order of business at all meetings of the stockholders shall be as determined by the Chairman of the meeting, unless otherwise determined by a resolution or resolution of the Board of Directors.

     SECTION 10. Voting.

     Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, each stockholder of record shall at every meeting of the stockholders be entitled to one vote for each share of Voting Stock held by such stockholder. Any vote on stock may be given by the stockholder entitled thereto in person or by proxy appointed by an instrument in writing, subscribed (or transmitted by electronic means and authenticated as provided by law) by such stockholder or by the stockholder’s attorney thereunto authorized, and delivered to the Secretary of the Corporation; provided, however, that no proxy shall be voted after three years from its date unless the proxy provides for a longer period.

     Voting at meetings of stockholders need not be by written ballot. At each meeting of the stockholders for the election of directors, at which a quorum is present, the directors shall be elected by a plurality vote of all votes cast for the election of directors at such meeting. All other

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matters presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the Certificate of Incorporation, these bylaws, 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 interest of the voting power of the Voting Stock present in person or by proxy and entitled to vote on the subject matter.

     SECTION 11. Participation at Meetings Held by Remote Communication.

     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 proxy holders not physically present at a meeting of stockholders may, by means of remote communication: (A) participate in a meeting of stockholders; and (B) 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) 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) 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) 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.

ARTICLE III.

BOARD OF DIRECTORS

     SECTION 1. General Powers.

     The affairs and business of the Corporation shall be managed by or under the direction of its Board of Directors.

     SECTION 2. Number, Qualifications, and Term of Office.

     Subject to the rights of holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board. Directors shall be elected at the annual meeting of stockholders to hold office, subject to provisions of the Certificate of Incorporation and these bylaws with respect to resignation and removal of directors, until the next annual meeting of stockholders and until their respective successors are elected and shall have qualified. A director need not be a stockholder.

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     SECTION 3. Election of Directors; Chairman of the Board of Directors.

     At each meeting of the stockholders for the election of directors, at which a quorum is present, the directors shall be elected by a plurality vote of all votes cast for the election of directors at such meeting. The Board of Directors may elect from among its members one director to serve at its pleasure as Chairman of the Board and may replace the Chairman of the Board at such time and in such manner as the Board of Directors shall determine. The Chairman of the Board may, but need not, be an officer of, or employed in an executive or other capacity by, the Corporation. The Chairman of the Board shall have such powers and duties as set forth in these bylaws and as may be assigned to the Chairman of the Board by the Board of Directors.

     SECTION 4. Quorum and Manner of Acting.

     A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, and the act 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 unless otherwise provided by law, the Certificate of Incorporation or these bylaws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum shall be obtained. Notice of any adjourned meeting need not be given. The directors shall act only as a board and the individual directors shall have no power as such.

     SECTION 5. Place of Meetings.

     The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof.

     SECTION 6. First Meeting.

     Promptly after each annual election of directors, the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, at the same place as that at which the annual meeting of stockholders was held or as otherwise determined by the Board of Directors. Notice of such meeting need not be given. Such meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

     SECTION 7. Regular Meetings.

     Regular meetings of the Board of Directors shall be held at such places and at such times as the Board shall from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day not a legal holiday. Notice of regular meetings need not be given.

     SECTION 8. Special Meetings; Notice.

     Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer (if there is only one Chief Executive Officer) or both Co-Chief Executive

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Officers (if there are Co-Chief Executive Officers) and shall be called by the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation at the written request of at least three directors. Notice of each such meeting stating the time and place of the meeting shall be given to each director by mail, telephone, other electronic transmission or personally. If by mail, such notice shall be given not less than five days before the meeting; and if by telephone, other electronic transmission or personally, such notice shall be given not less than two days before the meeting. A notice mailed at least two weeks before the meeting need not state the purpose thereof except as otherwise provided in these bylaws. In all other cases the notice shall state the principal purpose or purposes of the meeting. Notice of any meeting of the Board need not be given to a director, however, if waived by the director in writing before or after such meeting or if the director shall be present at the meeting, except when the director 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.

     SECTION 9. Organization.

     At each meeting of the Board of Directors, the Chairman of the Board, or, in the absence of the Chairman of the Board, the Chief Executive Officer, or, in his or her absence, a director or an officer of the Corporation designated by the Board of Directors shall act as Chairman of the meeting. The Secretary, or, in the Secretary’s absence, any person appointed by the Chairman of the meeting, shall act as Secretary of the meeting.

     SECTION 10. Order of Business.

     At all meetings of the Board of Directors, business shall be transacted in the order determined by the Board of Directors.

     SECTION 11. Resignations.

     Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation. The resignation of any director shall take effect at the time of delivery of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 12. Compensation.

     Each director shall be paid such compensation, if any, as shall be fixed by the Board of Directors.

     SECTION 13. Indemnification.

     (A) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative (other than an action or suit by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or any of its majority-owned subsidiaries or is or

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was serving at the request of the Corporation as a director, officer, employee or agent (except in each of the foregoing situations to the extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under this section) of another corporation or of any partnership, limited liability entity, joint venture, trust, employee benefit plan, non-profit entity or other enterprise, against expenses (including attorneys’ fees), judgments (including awards of punitive or exemplary damages), fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her 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, and any award of punitive or exemplary damages, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

     (B) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or any of its majority-owned subsidiaries or is or was serving at the request of the Corporation as a director, officer, employee or agent (except in each of the foregoing situations to the extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under this section) of another corporation or of any partnership, limited liability entity, joint venture, trust, employee benefit plan, non-profit entity or other enterprise against expenses (including attorneys’ fees and any award of punitive or exemplary damages) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

     (C) To the extent that a director, officer, employee or agent of the Corporation or any of its majority-owned subsidiaries has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (A) and (B), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. If any such person is not wholly successful in any such action, suit or proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters therein, the Corporation shall indemnify such person against all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with each claim, issue or matter that is successfully resolved. For purposes of this subsection and without limitation, the termination of

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any claim, issue or matter by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

     (D) Notwithstanding any other provision of this section, to the extent any person is a witness in, but not a party to, any action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or any of its majority-owned subsidiaries, or is or was serving at the request of the Corporation as a director, officer, employee or agent (except in each of the foregoing situations to the extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under this section) of another corporation or of any partnership, limited liability entity, joint venture, trust, employee benefit plan, non-profit entity or other enterprise, such person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     (E) Indemnification under subsections (A) and (B) shall be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in subsections (A) and (B). Such determination shall be made (1) if a Change of Control (as hereinafter defined) shall not have occurred, (a) with respect to a person who is a present or former director or officer of the Corporation, (i) by the Board of Directors by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, or (ii) if there are no Disinterested Directors or, even if there are Disinterested Directors, a majority of such Disinterested Directors so directs, by (x) Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (y) the stockholders of the Corporation; or (b) with respect to a person who is not a present or former director or officer of the Corporation, by the Chief Executive Officer or by such other officer of the Corporation as shall be designated from time to time by the Board of Directors; or (2) if a Change of Control shall have occurred, by Independent Counsel selected by the claimant in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, unless the claimant shall request that such determination be made by or at the direction of the Board of Directors (in the case of a claimant who is a present or former director or officer of the Corporation) or by an officer of the Corporation authorized to make such determination (in the case of a claimant who is not a present or former director or officer of the Corporation), in which case it shall be made in accordance with clause (1) of this sentence. Any claimant shall be entitled to be indemnified against the expenses (including attorneys’ fees) actually and reasonably incurred by such claimant in cooperating with the person or entity making the determination of entitlement to indemnification (irrespective of the determination as to the claimant’s entitlement to indemnification) and, to the extent successful, in connection with any litigation or arbitration with respect to such claim or the enforcement thereof.

     (F) If a Change of Control shall not have occurred, or if a Change of Control shall have occurred and a director, officer, employee or agent requests pursuant to clause (2) of the second sentence in subsection (E) that the determination as to whether the claimant is entitled to indemnification be made by or at the direction of the Board of Directors (in the case of a claimant who is a present or former director or officer of the Corporation) or by an officer of the

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Corporation authorized to make such determination (in the case of a claimant who is not a present or former director or officer of the Corporation), the claimant shall be conclusively presumed to have been determined pursuant to subsection (E) to be entitled to indemnification if (1) in the case of a claimant who is a present or former director or officer of the Corporation and where there are Disinterested Directors, (a)(i) within fifteen days after the next regularly scheduled meeting of the Board of Directors following receipt by the Corporation of the request therefor, the Board of Directors shall not have resolved by majority vote of the Disinterested Directors to submit such determination to (x) Independent Counsel for its determination or (y) the stockholders for their determination at the next annual meeting, or any special meeting that may be held earlier, after such receipt, and (ii) within sixty days after receipt by the Corporation of the request therefor (or within ninety days after such receipt if the Board of Directors in good faith determines that additional time is required by it for the determination and, prior to expiration of such sixty-day period, notifies the claimant thereof), the Board of Directors shall not have made the determination by a majority vote of the Disinterested Directors, or (b) after a resolution of the Board of Directors, timely made pursuant to clause (a)(i)(y) above, to submit the determination to the stockholders, the stockholders meeting at which the determination is to be made shall not have been held on or before the date prescribed (or on or before a later date, not to exceed sixty days beyond the original date, to which such meeting may have been postponed or adjourned on good cause by the Board of Directors acting in good faith), or (2) in the case of a claimant who is not a present or former director or officer of the Corporation, within sixty days after receipt by the Corporation of the request therefor (or within ninety days after such receipt if an officer of the Corporation authorized to make such determination in good faith determines that additional time is required for the determination and, prior to expiration of such sixty-day period, notifies the claimant thereof), an officer of the Corporation authorized to make such determination shall not have made the determination; provided, however, that this sentence shall not apply if the claimant has misstated or failed to state a material fact in connection with his or her request for indemnification. Such presumed determination that a claimant is entitled to indemnification shall be deemed to have been made (I) at the end of the sixty-day or ninety-day period (as the case may be) referred to in clause (1)(a)(ii) or (2) of the immediately preceding sentence or (II) if the Board of Directors has resolved on a timely basis to submit the determination to the stockholders, on the last date within the period prescribed by law for holding such stockholders meeting (or a postponement or adjournment thereof as permitted above).

     (G) Expenses (including attorneys’ fees) incurred in defending a civil, criminal, administrative, regulatory, arbitral or investigative action, suit or proceeding (including expenses necessary to post a bond pending appeal of any judgment) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to a present or former director or officer of the Corporation, promptly after receipt of a request therefor stating in reasonable detail the expenses incurred, and to a person who is not a present or former director or officer of the Corporation as authorized by the Chief Executive Officer of the Corporation or such other officer of the Corporation as shall be designated from time to time by the Board of Directors; provided that in each case the Corporation shall have received an undertaking by or on behalf of the present or former director, officer, employee or agent 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.

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     (H) The Board of Directors shall establish reasonable procedures for the submission of claims for indemnification pursuant to this section, determination of the entitlement of any person thereto and review of any such determination. Such procedures shall be set forth in an appendix to these bylaws and shall be deemed for all purposes to be a part hereof.

     (I) For purposes of this section,

          (1) “Applicable Threshold” means the greater of (i) 25% of the then Outstanding Voting Securities or (ii) the then Outstanding Voting Securities beneficially owned by the Principals (including by their respective families, Trusts, partnerships and charitable foundations controlled by any of the Principals), as the case may be.

          (2) “Change of Control” means any of the following:

               (a) The acquisition or ownership after November 2, 2007 (the “Acquisition Closing Date”) by any individual, entity or group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (each, a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”) in excess of the Applicable Threshold; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or a Subsidiary, (2) any acquisition pursuant to the exchange of Exchangeable Class B Ordinary Shares of FA Sub 2 Limited for shares of Stock or (3) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subparagraph (c) of this Section 13(I)(2); or

               (b) Individuals who, as of the Acquisition Closing Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to that date whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or

               (c) The consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets of another entity (a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation that as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same

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proportions as their ownership of the Outstanding Voting Securities immediately prior to such Corporate Transaction, (ii) no Person (excluding any employee benefit plan (or related trust) of the Corporation, a Subsidiary or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, the combined voting power of the then outstanding voting securities in excess of the greater of (x) 25% of the outstanding voting securities or (y) the number of outstanding voting securities beneficially owned by the Principals (including their respective families, Trusts, partnerships and charitable foundations controlled by any of the Principals), in each case, with respect to the corporation resulting from such Corporate Transaction, except to the extent that such ownership existed in the Corporation prior to the Corporate Transaction, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Corporate Transaction; or

               (d) Approval by the Corporation’s stockholders of a complete liquidation or dissolution of the Corporation.

          (3) “Disinterested Director” means a director of the Corporation who is not and was not a party to an action, suit or proceeding in respect of which indemnification is sought by a director, officer, employee or agent.

          (4) “Independent Counsel” means either a law firm or a member of a law firm that (i) is experienced in matters of corporation law; (ii) neither presently is, nor in the past one year has been, retained to represent the Corporation, the director, officer, employee or agent claiming indemnification or any other party to the action, suit or proceeding giving rise to a claim for indemnification under this section, in any matter material to the Corporation, the claimant or any such other party; and (iii) would not, under applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Corporation or such director, officer, employee or agent in an action to determine the Corporation’s or such person’s rights under this section.

          (5) “Principals” means Noam Gottesman, Pierre Lagrange and Emmanuel Roman.

          (6) “Trust” means any trust of which any of the Principals is the settlor or of which any of the Principals and/or any of the members of their family are beneficiaries, including the Gottesman GLG Trust, the Lagrange GLG Trust and the Roman GLG Trust.

     (J) The indemnification and advancement of expenses herein provided, or granted pursuant hereto, shall not be deemed exclusive of any other rights to which any of those indemnified or eligible for advancement of expenses may be entitled under any agreement, vote of stockholders or Disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such position, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. Notwithstanding any amendment, alteration or repeal of this section or any of its provisions, or of any of the procedures established

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by the Board of Directors pursuant to subsection (H) hereof, any person who is or was a director, officer, employee or agent of the Corporation or any of its majority-owned subsidiaries or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of any partnership, limited liability entity, joint venture, employee benefit plan, non-profit entity or other enterprise shall be entitled to indemnification and advancement of expenses in accordance with the provisions hereof and thereof with respect to any action taken or omitted prior to such amendment, alteration or repeal except to the extent otherwise required by law.

     (K) No indemnification shall be payable pursuant to this section with respect to any action against the Corporation commenced by an officer, director, employee or agent unless the Board of Directors shall have authorized the commencement thereof or unless and to the extent that this section or the procedures established pursuant to subsection (H) shall specifically provide for indemnification of expenses relating to the enforcement of rights under this section and such procedures.

ARTICLE IV.

COMMITTEES

     SECTION 1. Appointment and Powers.

     The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more directors of the Corporation (or in the case of a special-purpose committee, one or more directors of the Corporation), which, to the extent provided in said resolution or in these bylaws and not inconsistent with Section 141 of the General Corporation Law of the State of Delaware, as amended, shall have and may exercise 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. 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.

     SECTION 2. Term of Office and Vacancies.

     Each member of a committee shall be elected by a majority of the whole Board of Directors and shall continue in office until a director to succeed him or her shall have been elected and shall have qualified, or until he or she ceases to be a director or until he or she shall have resigned or shall have been removed in the manner hereinafter provided. Any vacancy in a committee shall be filled by the vote of a majority of the whole Board of Directors.

     SECTION 3. Alternates.

     The Board of Directors may, by resolution passed by a majority of the whole Board, 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.

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     SECTION 4. Organization.

     Unless otherwise provided by the Board of Directors, each committee shall appoint a chairman. Each committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

     SECTION 5. Resignations.

     Any regular or alternate member of a committee may resign as a member of such committee (without also resigning from the Board of Directors) at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall take effect at the time of the delivery of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 6. Removal.

     Any regular or alternate member of a committee may be removed as a member of such committee (without also removing such member from the Board of Directors) with or without cause at any time by resolution passed by a vote of a majority of the whole Board of Directors.

     SECTION 7. Meetings.

     Regular meetings of each committee, of which no notice shall be necessary, shall be held on such days and at such places as the chairman of the committee shall determine or as shall be fixed by a resolution passed by a majority of all the members of such committee. Special meetings of each committee will be called by the Secretary of the Corporation at the request of the Chairman of the Board or any member of such committee, or in such other manner as may be determined by the committee. Notice of each special meeting of a committee shall be mailed to each member thereof at least two days before the meeting or shall be given personally or by telephone or other electronic transmission at least one day before the meeting. Every such notice shall state the time and place, but need not state the purposes of the meeting. Notice of any meeting of a committee need not be given to a member thereof, however, if waived by the member in writing before or after such meeting or if the member shall be present at the meeting, except when the member 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. No notice of any meeting of a committee shall be required to be given to any alternate.

     SECTION 8. Quorum and Manner of Acting.

     Unless otherwise provided by resolution of the Board of Directors, a majority of a committee (including alternates when acting in lieu of regular members of such committee) shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of such committee. The members of each committee shall act only as a committee and the individual members shall have no power as such.

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     SECTION 9. Compensation.

     Each regular or alternate member of a committee shall be paid such compensation, if any, as shall be fixed by the Board of Directors.

ARTICLE V.

OFFICERS

     SECTION 1. Officers.

     The officers of the Corporation shall be one or more Chief Executive Officers, a President, one or more Vice Presidents (one or more of whom may be Executive Vice Presidents, Senior Vice Presidents or otherwise as may be designated by the Board of Directors), a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person. The Board of Directors may also from time to time elect such other officers as it deems necessary.

     SECTION 2. Term of Office.

     Each officer shall hold office until his or her successor shall have been duly elected and qualified in his or her stead, or until his or her death or until he or she shall have resigned or shall have been removed in the manner hereinafter provided.

     SECTION 3. Additional Officers; Agents.

     The Chief Executive Officer may from time to time appoint and remove such additional officers and agents as may be deemed necessary. Such persons shall hold office for such period, have such authority, and perform such duties as provided in these bylaws or as the Chief Executive Officer may from time to time prescribe. The Board of Directors or the Chief Executive Officer may from time to time authorize any officer to appoint and remove agents and employees and to prescribe their powers and duties.

     SECTION 4. Salaries.

     Unless otherwise provided by resolution passed by a majority of the whole Board, the salaries of all officers elected by the Board of Directors shall be fixed by the Board of Directors.

     SECTION 5. Removal.

     Except where otherwise expressly provided in a contract authorized by the Board of Directors, any officer may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors or, except in the case of an officer elected by the Board of Directors, by any superior officer upon whom the power of removal may be conferred by the Board of Directors or by these bylaws.

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     SECTION 6. Resignations.

     Any officer elected by the Board of Directors may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer or the Secretary. Any other officer may resign at any time by giving written notice to the Chief Executive Officer. Any such resignation shall take effect at the time of delivery of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 7. Vacancies.

     A vacancy in any office because of death, resignation, removal or otherwise, shall be filled for the unexpired portion of the term in the manner provided in these bylaws for regular election or appointment to such office.

     SECTION 8. Chief Executive Officer.

     The Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general and overall charge of the business and affairs of the Corporation and of its officers. The Chief Executive Officer shall keep the Board of Directors appropriately informed on the business and affairs of the Corporation. The Board of Directors may elect or appoint Co-Chief Executive Officers and, in so doing, may limit or restrict any responsibilities or functions of either Co-Chief Executive Officer. In the event the Board of Directors elects or appoints Co-Chief Executive Officers, (a) unless otherwise provided in these bylaws or by the Board of Directors, references in these bylaws to the Chief Executive Officer shall refer to either such Co-Chief Executive Officer and (b) in the case of the absence or disability of either Co-Chief Executive Officer, the other Co-Chief Executive Officer shall perform all the duties and functions and exercise all powers of, and be subject to the same restrictions upon, the absent or disabled Co-Chief Executive Officer.

     SECTION 9. President.

     The President shall, subject to the control of the Chief Executive Officer, direct and be responsible for the operation of the business and functions of the Corporation as and to the extent designated by the Chief Executive Officer. The President shall keep the Chief Executive Officer and the Board of Directors appropriately informed on such matters. In the case of the absence or disability of the Chief Executive Officer, the President shall perform all the duties and functions and exercise all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer.

     SECTION 10. Executive and Senior Vice Presidents.

     One or more Executive or Senior Vice Presidents shall, subject to the control of the Chief Executive Officer or the President, have lead accountability for components or functions of the Corporation as and to the extent designated by the Chief Executive Officer or the President. Each Executive or Senior Vice President shall keep the Chief Executive Officer or the President to whom he or she reports appropriately informed on the business and affairs of the designated components or functions of the Corporation.

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     SECTION 11. Vice Presidents.

     The Vice Presidents shall perform such duties as may from time to time be assigned to them or any of them by the Chief Executive Officer or the President.

     SECTION 12. Secretary.

     The Secretary shall keep or cause to be kept in books provided for the purpose the minutes of the meetings of the stockholders, of the Board of Directors and of any committee of the Board of Directors constituted pursuant to Article IV of these bylaws. The Secretary shall be custodian of the corporate seal and see that it is affixed to all documents as may be required. The Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her.

     SECTION 13. Assistant Secretaries.

     At the request of the Secretary, or in the Secretary’s absence or disability, the Assistant Secretary designated by the Secretary shall perform all 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them.

     SECTION 14. Treasurer.

     The Treasurer shall have charge of and be responsible for the receipt, disbursement and safekeeping of all funds and securities of the Corporation. The Treasurer shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws. From time to time and whenever requested to do so, the Treasurer shall render statements of the condition of the finances of the Corporation to the Board of Directors. The Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her.

     SECTION 15. Assistant Treasurers.

     At the request of the Treasurer, or in the Treasurer’s absence or disability, the Assistant Treasurer designated by the Treasurer 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them.

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ARTICLE VI.

AUTHORIZATIONS

     SECTION 1. Contracts.

     The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer, employee or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

     SECTION 2. Loans.

     No loan shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name, unless authorized by the Board of Directors or by officers delegated such authority.

     SECTION 3. Checks, Drafts, Etc.

     All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or employee or employees, of the Corporation as shall from time to time be determined in accordance with authorization of the Board of Directors.

     SECTION 4. Deposits.

     All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may from time to time designate, or as may be designated by any officer or officers of the Corporation to whom such power may be delegated by the Board, and for the purpose of such deposits the officers and employees who have been authorized to do so in accordance with the determinations of the Board may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation.

     SECTION 5. Proxies.

     Except as otherwise provided in these bylaws or in the Certificate of Incorporation, and unless otherwise provided by resolution of the Board of Directors, the Chief Executive Officer or any other officer may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such vote or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as such officer may deem necessary or proper in the premises.

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ARTICLE VII.

SHARES AND THEIR TRANSFER

     SECTION 1. Shares of Stock.

     Certificates for shares of the stock of the Corporation, if any, shall be in such form as shall be approved by the Board of Directors. They shall be numbered in the order of their issue, by class and series, and shall be signed by the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation. Any signature on a certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a share certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. The Board of Directors may by resolution or resolutions provide that some or all of any or all classes or series of the shares of stock of the Corporation shall be uncertificated shares.

     SECTION 2. Record Ownership.

     A record of the name and address of each holder of the shares of the Corporation, the number of shares held by such stockholder, the number or numbers of any share certificate or certificates issued to such stockholder and the number of shares represented thereby, and the date of issuance of the shares held by such stockholder shall be made on the Corporation’s books. The Corporation shall be entitled to treat the holder of record of any share of stock (including any holder registered in a book-entry or direct registration system maintained by the Corporation or a transfer agent or a registrar designated by the Board of Directors) as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.

     SECTION 3. Transfer of Stock.

     Shares of stock shall be transferable on the books of the Corporation by the holder of record of such stock in person or by such person’s attorney or other duly constituted representative, pursuant to applicable law and such rules and regulations as the Board of Directors shall from time to time prescribe. Any shares represented by a certificate shall be transferable upon surrender of such certificate with an assignment endorsed thereon or attached thereto duly executed and with such guarantee of signature as the Corporation may reasonably require.

     SECTION 4. Lost, Stolen and Destroyed Certificates.

     The Corporation may issue a new certificate of stock or may register uncertificated shares 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 such person’s legal representative, to give the 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

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of any such certificate, the issuance of such new certificate or the registration of such uncertificated shares.

     SECTION 5. Transfer Agent and Registrar; Regulations.

     The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the stock of the Corporation shall be directly transferable, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered, and no certificate for shares of the stock of the Corporation, in respect of which a registrar and transfer agent shall have been designated, shall be valid unless countersigned by such transfer agent and registered by such registrar. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation and concerning the registration of pledges of uncertificated shares.

     SECTION 6. Fixing Record Date.

     For the purpose of determining 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 record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, 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. If no record date is fixed (1) 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 (2) the record date for determining stockholders for any other purpose 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.

     SECTION 7. Examination of Books by Stockholders.

     The Board of Directors shall, subject to the laws of the State of Delaware, have power to determine from time to time, whether and to what extent and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized to do so by resolution of the Board of Directors or of the stockholders of the Corporation.

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ARTICLE VIII.

NOTICE

     SECTION 1. Manner of Giving Written Notice.

     (A) Except as permitted by Section 8 of Article III and Section 7 of Article IV, any notice in writing required by law or by these bylaws to be given to any person shall be effective if delivered personally, given by mail by depositing the same in the post office or letter box in a postpaid envelope addressed to such person at such address as appears on the books of the Corporation or given by a form of electronic transmission consented to by such person to whom the notice is to be given. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

     (B) Notice by mail shall be deemed to be given at the time when the same shall be mailed and notice by other means shall be deemed given when actually delivered (and in the case of notice transmitted by a form of electronic transmission, such notice shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder).

     SECTION 2. Waiver of Notice.

     Whenever any notice is required to be given to any person, a waiver thereof by such person in writing or transmitted by electronic means (and authenticated if and as required by law), whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX.

SEAL

     The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal” and “Delaware”.

ARTICLE X.

FISCAL YEAR

     The fiscal year of the Corporation shall end on December 31 in each year.

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PROCEDURES FOR SUBMISSION AND
DETERMINATION OF CLAIMS FOR INDEMNIFICATION
PURSUANT TO ARTICLE III, SECTION 13 OF THE BYLAWS

     SECTION 1. Purpose.

     The Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article III, Section 13 of the bylaws (the “Procedures”) are to implement the provisions of Article III, Section 13 of the bylaws of the Corporation (the “bylaws”) in compliance with the requirement of subsection (H) thereof.

     SECTION 2. Definitions.

     For purposes of these Procedures:

     (A) All terms that are defined in Article III, Section 13 of the bylaws shall have the meanings ascribed to them therein when used in these Procedures unless otherwise defined herein.

     (B) “Expenses” include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in, a Proceeding; and shall also include such retainers as counsel may reasonably require in advance of undertaking the representation of an Indemnitee in a Proceeding.

     (C) “Indemnitee” includes any person who was or is, or is threatened to be made, a witness in or a party to any Proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or any of its majority-owned subsidiaries or is or was serving at the request of the Corporation as a director, officer, employee or agent (except in each of the foregoing situations to the extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under Article III, Section 13 of the bylaws) of another corporation or of any partnership, limited liability entity, joint venture, trust, employee benefit plan, non-profit entity or other enterprise.

     (D) “Proceeding” includes any action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative, except one initiated by an Indemnitee unless the Board of Directors shall have authorized the commencement thereof.

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     SECTION 3. Submission and Determination of Claims.

     (E) To obtain indemnification or advancement of Expenses under Article III, Section 13 of the bylaws, an Indemnitee shall submit to the Secretary of the Corporation a written request therefor, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to permit a determination as to whether and what extent the Indemnitee is entitled to indemnification or advancement of Expenses, as the case may be. The Secretary shall, promptly upon receipt of a request for indemnification, advise the Board of Directors (if the Indemnitee is a present or former director or officer of the Corporation) or the officer of the Corporation authorized to make the determination as to whether an Indemnitee is entitled to indemnification (if the Indemnitee is not a present or former director or officer of the Corporation) thereof in writing if a determination in accordance with Article III, Section 13(E) of the bylaws is required.

     (F) Upon written request by an Indemnitee for indemnification pursuant to Section 3(A) hereof, a determination with respect to the Indemnitee’s entitlement thereto in the specific case, if required by the bylaws, shall be made in accordance with Article III, Section 13(E) of the bylaws, and, if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination, with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination.

     (G) If entitlement to indemnification is to be made by Independent Counsel pursuant to Article III, Section 13(E) of the bylaws, the Independent Counsel shall be selected as provided in this Section 3(C). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the immediately preceding sentence shall apply), and the Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Corporation, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Corporation or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article III, Section 13 of the bylaws, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty days after the next regularly scheduled Board of Directors meeting following submission by the Indemnitee of a written request for indemnification pursuant to Section 3(A) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the

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Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Article III, Section 13(E) of the bylaws. The Corporation shall pay any and all reasonable fees and expenses (including without limitation any advance retainers reasonably required by counsel) of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Article III, Section 13(E) of the bylaws, and the Corporation shall pay all reasonable fees and expenses (including without limitation any advance retainers reasonably required by counsel) incident to the procedures of Article III, Section 13(E) of the bylaws and this Section 3(C), regardless of the manner in which Independent Counsel was selected or appointed. Upon the delivery of its opinion pursuant to Article III, Section 13 of the bylaws or, if earlier, the due commencement of any judicial proceeding or arbitration pursuant to Section 4(A)(3) of these Procedures, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

     (H) If a Change of Control shall have occurred, in making a determination with respect to entitlement to indemnification under the bylaws, the person, persons or entity making such determination shall presume that an Indemnitee is entitled to indemnification under the bylaws if the Indemnitee has submitted a request for indemnification in accordance with Section 3(A) hereof, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

     SECTION 4. Review and Enforcement of Determination.

     (I) In the event that (1) advancement of Expenses is not timely made pursuant to Article III, Section 13(G) of the bylaws, (2) payment of indemnification is not made pursuant to Article III, Section 13(C) or (D) of the bylaws within ten days after receipt by the Corporation of written request therefor, (3) a determination is made pursuant to Article III, Section 13(E) of the bylaws that an Indemnitee is not entitled to indemnification under the bylaws, (4) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Article III, Section 13(E) of the bylaws and such determination shall not have been made and delivered in a written opinion within ninety days after receipt by the Corporation of the written request for indemnification, or (5) payment of indemnification is not made within ten days after a determination has been made pursuant to Article III, Section 13(E) of the bylaws that an Indemnitee is entitled to indemnification or within ten days after such determination is deemed to have been made pursuant to Article III, Section 13(F) of the bylaws, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one year following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 4(A). The Corporation shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration.

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     (J) In the event that a determination shall have been made pursuant to Article III, Section 13(E) of the bylaws that an Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, the Corporation shall have the burden of proving in any judicial proceeding or arbitration commenced pursuant to this Section 4 that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

     (K) If a determination shall have been made or deemed to have been made pursuant to Article III, Section 13(E) or (F) of the bylaws that an Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 4, absent (1) a misstatement or omission of a material fact in connection with the Indemnitee’s request for indemnification, or (2) a prohibition of such indemnification under applicable law.

     (L) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 4 that the procedures and presumptions of these Procedures are not valid, binding and enforceable, and shall stipulate in any such judicial proceeding or arbitration that the Corporation is bound by all the provisions of these Procedures.

     (M) In the event that an Indemnitee, pursuant to this Section 4, seeks to enforce the Indemnitee’s rights under, or to recover damages for breach of, Article III, Section 13 of the bylaws or these Procedures in a judicial proceeding or arbitration, the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Section 2 of these Procedures) actually and reasonably incurred in such judicial proceeding or arbitration, but only if the Indemnitee prevails therein. If it shall be determined in such judicial proceeding or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the expenses incurred by the Indemnitee in connection with such judicial proceeding or arbitration shall be appropriately prorated.

     SECTION 5. Amendments.

     These Procedures may be amended at any time and from time to time in the same manner as any bylaw of the Corporation in accordance with the Certificate of Incorporation; provided, however, that notwithstanding any amendment, alteration or repeal of these Procedures or any provision hereof, any Indemnitee shall be entitled to utilize these Procedures with respect to any claim for indemnification arising out of any action taken or omitted prior to such amendment, alteration or repeal except to the extent otherwise required by law.

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