SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 1, 2006 (February 24, 2006)

United Retail Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	00019774		51-0303670
(State or other		(Commission		(IRS Employer
jurisdiction of	File Number)		Identification No.)

incorporation)

365 West Passaic Street, Rochelle Park, NJ		07662
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (201) 845-0880

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 – Entry Into A Material Definitive Agreement.

(a) Incentive Compensation Plan

The Incentive Compensation Plan of United Retail Group, Inc. (the “Company”) is a program with a long history that provides a group of key executives of the Company and its subsidiaries with an opportunity in each six-month season to earn extra cash remuneration based on attainment of targets for improvements in the operating profit and loss (“P&L”) either of the Company on a consolidated basis or of the discrete business activity in which the participant is principally engaged.

Participants in the Incentive Compensation Plan include all five executive officers of the Company named in the Company’s 2005 Proxy Statement and expected to be named in the Company’s 2006 Proxy Statement (such five officers are listed below and are referred to as the “Named Executive Officers”) and all officers of the Company’s subsidiaries.

Each participant has been assigned an individual participation percentage based, among other things, on the participant’s responsibilities and past performance. In addition, seasonal operating P&L targets for the current season for the Company on a consolidated basis and for certain discrete business activities have been established. The P&L targets have been assigned percentages ranging from 20% for the lowest acceptable amount of operating P&L to 200% at and above the highest amount. (The targets assigned 100% are referred to as “Median Targets.”) There is no payout if the target assigned 20% is missed. Each participant is given P&L targets either for the Company on a consolidated basis or for a discrete business activity.

The amount of an IC award is the product of a participant’s seasonal base salary multiplied by the participant’s participation percentage multiplied by the target percentage achieved.

The Incentive Compensation Plan is a material agreement that may be deemed to have been amended by the routine adoption of updated new targets thereunder for the current season.

On February 23, 2006, the Compensation Committee recommended operating P&L amounts as the seasonal Median Targets for the six-month period ending July 29, 2006 under the Incentive Compensation Plan.

Also, the Compensation Committee recommended minimum levels of performance based upon operating P&L amounts lower than the Median Targets and maximum levels of performance based upon operating P&L amounts higher than the Median Targets.

The P&L Targets recommended by the Compensation Committee were approved by the Company’s Board, with Directors who are employed by the Company abstaining from the vote, on February 24, 2006.

The above summary description of the Incentive Compensation Plan is qualified in its entirety by reference to the more complete description contained in the Spring 2006 Incentive Plan Compensation Agreement, which is an exhibit to this Report.

The Named Executive Officers and the range of incentive compensation awards available to each, as a percentage of seasonal base salary, depending on how much operating P&L for the season exceeds the minimum performance thresholds applicable to the participant, are:

Name

Below Minimum Performance Level

At Maximum Performance Level

Spring 2006

Seasonal

Base Salary

Raphael Benaroya

Chairman, Chief Executive Officer and President

120%

$312,500

George R. Remeta

Vice Chairman and Chief Administrative Officer

100%

$269,000

Paul D. McFarren

Senior Vice President-Chief Information Officer

60%

$160,000

Kenneth P. Carroll

Senior Vice
President-General
Counsel

80%

$160,000

Jon Grossman

Vice President-Finance

50%

$95,000

The ranges of incentive compensation awards available to Messrs. Benaroya, Remeta and Carroll, respectively, set forth in the table above are fixed in their Employment Agreements with the Company, dated September 3, 2004 (the “Employment Agreements”). The Employment Agreements had been recommended by the Compensation Committee and approved by the Board, with Messrs. Benaroya and Remeta abstaining from the vote. The ranges available to Messrs. McFarren and Grossman were recommended by the Compensation Committee on February 23, 2006 and approved by the Board on February 24, 2006.

The actual incentive award is to be determined based solely upon the achievement of those pre-set operating P&L targets. No awards can be paid out under the Incentive Compensation Plan if operating P&L performance does not reach the minimum levels of performance established by the Board except in the case of officers hired during the season, consistent with their hiring packages.

The executive officers of the Company’s subsidiaries also participate in the Incentive Compensation Plan. Management does not believe that the maximum incentive compensation award to any officer of a subsidiary would be material or significant in the context of what the Company’s financial position would be after theoretically having achieved the related maximum levels of operating P&L.

(b) Cost of Living Adjustment Waiver by Mr. Benaroya

Under the Employment Agreements and predecessor contracts, annual base salaries are adjustable for increases in the cost of living (“COLA”). Under the Employment Agreements, annual base salaries for Fiscal 2006 with COLA are approximately $737,000 for Mr. Benaroya, $538,000 for Mr. Remeta and $320,000 for Mr. Carroll. However, Mr. Benaroya intends to draw or defer salary at a total annual rate of only $625,000, while reserving the right to increase his salary prospectively to the base salary payable under the terms of his Employment Agreement. (From Fiscal 1999 through Fiscal 2005, Mr. Benaroya irrevocably waived payment of a total of approximately $676,000 due him under contractual terms for COLA’s in base salary and incentive compensation.)

On February 23, 2006, the Compensation Committee recommended, and on February 24, 2006, the Board of Directors approved, the Company’s 2006 Tandem Bonus Plan.

The 2006 Tandem Bonus Plan provides for annual awards for successfully completing individual projects assigned to each participant by the Company’s Chief Executive Officer or attaining targeted operational metrics, with the amount of the award to be set off against any incentive compensation earned by the participant under the Incentive Compensation Plan. For the most part, participants are operational support executives rather than those managing profit centers. (No bonus awards under a similar plan were payable with respect to Fiscal 2005.) The foregoing summary description of the 2006 Tandem Bonus Plan is qualified in its entirety by reference to the 2006 Tandem Bonus Plan Agreement, which is an exhibit to this Report.

Messrs. McFarren and Grossman are participants in the 2006 Tandem Bonus Plan. (The other Named Executive Officers, namely, Messrs. Benaroya, Remeta and Carroll, are not eligible to participate.) The maximum bonus award available to each, as a percentage of annual base salary, depending on the degree of completion of his assigned projects is: Mr. McFarren 12% and Mr. Grossman 10%.

(d) Retirement Savings Plans

The Company has a profit-sharing plan qualified under the Internal Revenue Code, the Retirement Savings Plan (the “RSP”), in which all associates who have completed one year of service are eligible to participate. Each participant is entitled to direct that a contribution of 1%, 2% or 3% of his compensation be made under the RSP as a basic contribution that reduces his compensation under the Code. (For Mr. Benaroya, the percentage is applied to his contractual rate of base salary, currently approximately $737,000, regardless of whether he draws or defers a lesser amount.) For each participant who makes a basic contribution, the Company makes a matching cash contribution equal to one-half of the basic contribution, provided, however, that in no event shall the matching contribution for a participant exceed certain maximum limits imposed by governmental regulations applicable to qualified plans. All contributions made by the Company are for the exclusive benefit of participants and vest incrementally after specified years of service with the Company.

The Company also has a nonqualified supplemental retirement plan (the “SRSP”), which is a material agreement. Under the SRSP, the Company makes cash contributions to a separate trust fund equal to the amount of contributions that it otherwise would have made pursuant to the terms of the RSP but which were disallowed by governmental regulations limiting contributions to qualified plans. The Company also makes cash retirement contributions to the trust fund under the SRSP equal to 6% of each participant’s salary and bonus (“Retirement Contributions”), provided, however, that retirement contributions to the SRSP are limited to employees who earn $100,000 per annum or more and who were employed by the Company before 1993. All five Named Executive Officers participate in the SRSP and all are beneficiaries of Retirement Contributions under the SRSP except Mr. McFarren.

On February 23, 2006, the Compensation Committee recommended, and on February 24, 2006, the Board of Directors approved, having the Company make matching and retirement contributions to Raphael Benaroya’s account under the Supplemental Retirement Savings Plan of an amount up to 7.5% of the excess of the seasonal incentive compensation calculated on the basis of his contractual rate of base pay, including cumulative cost of living adjustments, over the seasonal incentive compensation calculated on the basis of the lesser salary actually drawn. The additional contributions commence with the Fall 2005 season. For the Fall 2005 season, the additional contributions will be approximately $5,500.

(e) Severance Pay Agreements

In order to provide reliable formal assurances of severance pay in the event of termination of employment without cause and to give appropriate recognition to those with long tenure, the Company entered into Severance Pay Agreements on September 9, 2004 with Messrs. McFarren and Grossman and with the officers of its subsidiaries. The purpose of the Severance Pay Agreements is to give officers who serve without the protection of employment agreements an incentive to remain in the Company’s employ.

All Severance Pay Agreements provide that, in the event employment is terminated without cause, the officer will receive severance pay equivalent to 26 weeks’ base pay plus an additional week’s pay for each year of service over 10 years with the Company and its predecessor.

On February 23, 2006, the Compensation Committee recommended, and on February 24, 2006, the Board approved, increases in the base pay rate for Mr. McFarren to $320,000 per annum and for Mr. Grossman to $190,000 per annum. Their higher base pay rate increased the benefit payable to them under their Severance Pay Agreements. Increases in the rate of base pay were also approved for certain officers of the Company’s subsidiaries but management does not believe that any individual increase or its effect on severance pay was material or significant.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

On February 24, 2006, the Board amended the Company’s By-laws to increase the number of directorships from eight to nine, effective on April 19, 2006, the record date for the Annual Meeting of Stockholders.

Item 8.01 Other Events.

On February 24, 2006, the Company published a press release that is an exhibit to this report with respect to an arrangement with Redcats USA to conduct a test of a catalog using the Company’s AVENUE trade name.

Item 9.01 Financial Statements and Exhibits.

______

*A benefit plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 1, 2006	UNITED RETAIL GROUP, INC.
		(Registrant)

By: /s/GEORGE R. REMETA
	George R. Remeta
	Chief Administrative Officer

EXHIBIT INDEX

______

*A benefit plan

Exhibit No. 3

RESTATED

BY-LAWS

UNITED RETAIL GROUP, INC.

(a Delaware Corporation)

(as amended February 24, 2006)

---------

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in

the corporation shall be entitled to have a certificate signed by, or in

the name of, the corporation by the Chairman or Vice-Chairman of the board

of directors, if any, or by the President or a Vice-President and by the

Treasurer or an Assistant Treasurer or the Secretary or an Assistant

Secretary of the corporation certifying the number of shares owned by him

in the corporation. Any and all signatures on any such certificate may be

facsimiles. In case any officer, transfer agent, or registrar who has

signed or whose facsimile signature has been placed upon a certificate

shall have ceased to be such officer, transfer agent, or registrar before

such certificate is issued, it may be issued by the corporation with the

same effect as if he were such officer, transfer agent or registrar at the

date of issue.

The corporation may issue a new certificate of stock in place of

any certificate theretofore issued by it, alleged to have been lost,

stolen, or destroyed, and the board of directors may require the owner of

any lost, stolen, or destroyed certificate, or his legal representative, to

give the corporation a bond sufficient to indemnify the corporation against

any claim that may be made against it on account of the alleged loss,

theft, or destruction of any such certificate or the issuance of any such

new certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall

not be required to, issue fractions of a share. If the corporation does

not issue fractions of a share, it shall (1) arrange for the disposition of

fractional interests by those entitled thereto, (2) pay in cash the fair

value of fractions of a share as of the time when those entitled to receive

such fractions are determined, or (3) issue scrip or warrants in registered

or bearer form which shall entitle the holder to receive a certificate for

a full share upon the surrender of such scrip or warrants aggregating a

full share. A certificate for a fractional share shall, but script or

warrants shall not unless otherwise provided therein, entitle the holder to

exercise voting rights, to receive dividends thereon, and to participate in

any of the assets of the corporation in the event of liquidation, in each

case to the extent of such fraction. The board of directors may cause

scrip or warrants to be issued subject to the conditions that they shall

become void if not exchanged for certificates representing full shares

before a specified date, or subject to the conditions that the shares for

which scrip or warrants are exchangeable may be sold by the corporation and

the proceeds thereof distributed to the holders of scrip or warrants, or

subject to any other conditions which the board of directors may impose.

3. STOCK TRANSFER. Upon compliance with provisions restricting

the transfer or registration of transfer of shares of stock, if any,

transfers of shares of stock of the corporation shall be made only by the

registered holder thereof, or by his attorney thereunto authorized by power

of attorney duly executed and filed with the Secretary of the corporation

or with a transfer agent or a registrar, if any, and on surrender of the

certificate or certificates for such shares of stock properly endorsed and

the payment of all taxes due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of

determining the stockholders entitled to notice of or to vote at any

meeting of stockholders or any adjournment thereof, or to express consent

to corporate action in writing without a meeting (if authorized by the

provisions of the certificate of incorporation or a certificate filed under

Section 151(g) of the General Corporation Law), or entitled to receive

payment of any dividend or other distribution or the 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 directors may fix, in advance a record date which shall not be

more than 60 days nor less then 10 days before the date of such meeting,

nor more than 60 days prior to any other action. If no record date is

fixed, 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; the record date for determining stockholders entitled

to express consent to corporate action in writing without a meeting (if

authorized by the provisions of the certificate of incorporation or a

certificate filed under Section 151(g) of the General Corporation Law),

when no prior action by the board of directors is necessary, shall be the

day on which the first written consent is expressed; and 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 any meeting of stockholders shall apply to any

adjournment of the meeting; provided, however, that the board of directors

may fix a new record date of the adjourned meeting.

5. MEANING OF CERTAIN TERMS. As used herein in respect of the

right to participate or vote thereat or to consent or dissent in writing in

lieu of a meeting (if authorized by the provisions of the certificate of

incorporation or a certificate filed under Section 151(g) of the General

Corporation Law), as the case may be, the term “share” or “shares” or

“share of stock” or “shares of stock” or “stockholder” or “stockholders”

refers to an outstanding share or shares of stock and to a holder or

holders of record of outstanding shares of stock when the corporation has

only one class of shares of stock outstanding; and said reference is also

intended to include any outstanding share or shares of stock and any holder

or holders of record of outstanding shares of stock of any class upon which

or upon whom the certificate of incorporation or a certificate filed under

Section 151(g) of the General Corporation Law confers the right to vote on

matters presented to the stockholders where there are two or more classes

or series of shares of stock or upon which or upon whom the General

Corporation Law confers such rights notwithstanding that the certificate of

incorporation or a certificate filed under Section 151(g) of the General

Corporation Law may provide for more than one class or series of shares of

stock, one or more of which are limited or denied such rights thereunder.

As used herein in respect of the right to notice of a meeting of

stockholders or a waiver thereof the terms “share” or “shares” or “share of

stock” or “shares of stock” or “stockholder” or “stockholders” refers to

any outstanding share or shares of stock or holder or holders of record of

outstanding shares of stock, regardless of whether such stock or holder of

stock possesses the right to vote.

6. STOCKHOLDER MEETINGS.

-	TIME OF ANNUAL MEETINGS. The annual meeting shall be held

on the date and at the time fixed, from time to time, by vote of the

directors.

-	BUSINESS AT ANNUAL MEETING; ADVANCE NOTICE. No business may

be transacted at an annual meeting of stockholders, other than business

that is either (a) specified in the notice of meeting (or any supplement

thereto) given by or at the direction of the board of directors (or any

duly authorized committee thereof), (b) otherwise properly brought before

the annual meeting by or at the direction of the board of directors (or any

duly authorized committee thereof) or (c) otherwise properly brought before

the annual meeting by any stockholder of the corporation (i) who is a

stockholder of record on the date of the giving of the notice provided for

in this Section 6 and on the record date for the determination of

stockholders entitled to vote at such annual meeting and (ii) who complies

with the notice procedures set forth in this Section 6.

In addition to any other applicable requirements, for business to

be properly brought before an annual meeting by a stockholder, such

stockholder must have given timely notice thereof in proper written form to

the Secretary of the corporation.

To be timely, a stockholder’s notice to the Secretary must be

delivered to or mailed and received at the principal executive offices of

the corporation not less than ninety (90) days prior to the anniversary

date of the immediately preceding annual meeting of stockholders; provided,

however, that in the event that the annual meeting is called for a date

that is not within thirty (30) days before or after such anniversary date,

notice by the stockholder in order to be timely must be so received not

later than the close of business on the tenth (10th) day following the day

on which such notice of the date of the annual meeting was mailed or such

public disclosure of the date of the annual meeting was made, whichever

first occurs.

To be in proper written form, a stockholder’s notice to the

Secretary must set forth as to each matter such stockholder proposes to

bring before the annual meeting (i) a brief description of the business

desired to be brought before the annual meeting and the reasons for

conducting such business at the annual meeting, (ii) the name and record

address of such stockholder, (iii) the class or series and number of shares

of capital stock of the corporation which are owned beneficially or of

record by such stockholder, (iv) a description of all arrangements or

understandings between such stockholder and any other person or persons

(including their names) in connection with the proposal of such business by

such stockholder and any material interest of such stockholder in such

business and (v) a representation that such stockholder intends to appear

in person or by proxy at the annual meeting to bring such business before

the meeting. In addition, notwithstanding anything in this Section 6 to

the contrary, a stockholder intending to nominate one or more persons for

election as a director at an annual or special meeting must comply with the

provisions relating thereto contained in this Section 6 for such nomination

or nominations to be properly brought before such meeting.

No business shall be conducted at the annual meeting of

stockholders except business brought before the annual meeting in

accordance with the procedures set forth in this Section 6, provided,

however, that, once business has been properly brought before the annual

meeting in accordance with such procedures, nothing in this Section 6 shall

be deemed to preclude discussion by any stockholder of any such business.

If the Chairman of an annual meeting determines that business was not

properly brought before the annual meeting in accordance with the foregoing

procedures, the Chairman shall declare to the meeting that the business was

not properly brought before the meeting and such business shall not be

transacted.

-	SPECIAL MEETINGS. Special meetings may be called by the

Chairman of the board of directors, by at least five directors or by any

officer instructed by at least five directors to call the meeting. The

business to be conducted at a special meeting shall be limited to the

business set forth in the notice of meeting.

-	PLACE. Annual meetings and special meetings shall be held

at such place, within or without the State of Delaware, as the board of

directors may, from time to time, fix. Whenever the board of directors

shall fail to fix such place, the meeting shall be held at the headquarters

office of the corporation.

-	NOTICE OR WAIVER OF NOTICE. Written notice of all meetings

shall be given, stating the place, date, and hour of the meeting and

stating the place within the city or other municipality or community at

which the list of stockholders (whether or not entitled to vote at the

meeting) and warrant holders of the corporation may be examined. The

notice of an annual meeting shall state that the meeting is called for the

election of directors and for the transaction of other business which may

properly come before the meeting, and shall (if any other action which

could be taken at a special meeting is to be taken at such annual meeting)

state the purpose or purposes. The notice of a special meeting shall in all

instances state clearly the purpose or purposes for which the meeting is to

be called. The notice of any meeting shall also include, or be accompanied

by, any additional statements, information, or documents prescribed by the

General Corporation Law. Except as otherwise provided by the General

Corporation Law, a copy of the notice of any meeting shall be given,

personally or by mail, not less than 10 days nor more than 60 days before

the date of the meeting, unless the lapse of the prescribed period of time

shall have been waived, and directed to each stockholder and warrant

holder, whether or not such stockholder is entitled to vote at a meeting of

stockholders, at his record address or at such other address which he may

have furnished by request in writing to the Secretary of the corporation.

Notice by mail shall be deemed to be given when deposited, with postage

thereon prepaid, in the United States mail. If a meeting is adjourned to

another time, not more than 30 days hence, and/or to another place, and if

an announcement of the adjourned time and/or place is made at the meeting,

it shall not be necessary to give notice of the adjourned meeting unless

the board of directors, after adjournment, fixes a new record date for the

adjourned meeting. Notice need not be given to any stockholder or warrant

holder who submits a written waiver of notice signed by him before or after

the time stated therein. Attendance of a stockholder or warrant holder at

a meeting of stockholders shall constitute a waiver of notice of such

meeting, except when the stockholder attends the meeting for the express

purpose of objecting, at the beginning of the meeting, to the transaction

of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any annual or

special meeting of the stockholders need be specified in any written waiver

of notice.

-	STOCKHOLDER LIST. The officer who has charge of the stock

ledger of the corporation shall prepare and make, at least 10 days before

every meeting of stockholders, a complete list of the stockholders,

arranged in alphabetical order, and showing the address of each stockholder

and the number of shares registered in the name of each stockholder. Such

list shall be open to the examination of any stockholder, for any purpose

germane to the meeting, during ordinary business hours, for period of at

least 10 days prior to the meeting, either at a place within the city or

other municipality or community where the meeting is to be held, which

place shall be specified in the notice of the meeting, or if not so

specified, at the place where the meeting is to be held. The list shall

also be produced and kept at the time and place of the meeting during the

whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders

entitled to examine the stock ledger, the list required by this section or

the books of the corporation, or to vote at any meeting of stockholders.

-	CONDUCT OF MEETING. Meetings of the stockholders shall be

presided over by one of the following officers in the order of seniority

and if present and acting: the Chairman of the board, if any, the

Vice-Chairman of the board, if any, the President, or the Executive

Vice-Presidents in order of seniority, or, if none of the foregoing is in

office and present and acting, by a chairman to be chosen by the

stockholders. The Secretary of the corporation, or in his absence, an

Assistant Secretary, shall act as secretary of every meeting, but if

neither the Secretary nor an Assistant Secretary is present the Chairman of

the meeting shall appoint a secretary of the meeting.

-	NOMINATIONS. Only persons who are nominated in accordance

with the following procedures shall be eligible for election as directors

of the corporation, except as may be otherwise provided in the certificate

of incorporation with respect to the right of holders of preferred stock of

the corporation to nominate and elect a specified number of directors in

certain circumstances. Nominations of persons for election to the board of

directors may be made at any annual meeting of stockholders, or at any

special meeting of stockholders called for the purpose of electing

directors, (a) by or at the direction of the board of directors (or any

duly authorized committee thereof) or (b) by any stockholder of the

corporation (i) who is a stockholder of record on the date of the giving of

the notice provided for in this Section 6 and on the record date for the

determination of stockholders entitled to vote at such meeting and (ii) who

complies with the notice procedures set forth below in this Section 6.

In addition to any other applicable requirements, for a

nomination to be made by a stockholder, such stockholder must have given

timely notice thereof in proper written form to the Secretary of the

corporation.

To be timely, a stockholder’s notice to the Secretary must be

delivered to or mailed and received at the principal executive offices of

the corporation (a) in the case of an annual meeting, not less than ninety

(90) days prior to the anniversary date of the immediately preceding annual

meeting of stockholders; provided, however, that in the event that the

annual meeting is called for a date that is not within thirty (30) days

before or after such anniversary date, notice by the stockholder in order

to be timely must be so received not later than the close of business on

the tenth (10th) day following the day on which such notice of the date of

the annual meeting was mailed or such public disclosure of the date of the

annual meeting was made, whichever first occurs; and (b) in the case of a

special meeting of stockholders called for the purpose of electing

directors, not later than the close of business on the tenth (10th) day

following the day on which notice of the date of the special meeting was

mailed or public disclosure of the date of the special meeting was made,

whichever first occurs.

To be in proper written form, a stockholder’s notice to the

Secretary must set forth (a) as to each person whom the stockholder

proposes to nominate for election as a director (i) the name, age, business

address and residence address of the person, (ii) the principal occupation

or employment of the person, (iii) the class or series and number of shares

of capital stock of the corporation which are owned beneficially or of

record by the person and (iv) any other information relating to the person

that would be required to be disclosed in a proxy statement or other

filings required to be made in connection with solicitations of proxies for

election of directors pursuant to Section 14 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), and the rules and regulations

promulgated thereunder; and (b) as to the stockholder giving the notice (i)

the name and record address of such stockholder, (ii) the class or series

and number of shares of capital stock of the corporation which are owned

beneficially or of record by such stockholder, (iii) a description of all

arrangements or understandings between such stockholder and each proposed

nominee and any other person or persons (including their names) pursuant to

which the nominations are to be made by such stockholder, (iv) a

representation that such stockholder intends to appear in person or by

proxy at the meeting to nominate the persons named in its notice and (v)

any other information relating to such stockholder that would be required

to be disclosed in a proxy statement or other filings required to be made

in connection with solicitations of proxies for election of directors

pursuant to Section 14 of the Exchange Act and the rules and regulations

promulgated thereunder. Such notice must be accompanied by a written

consent of each proposed nominee to being named as a nominee and to serve

as a director if elected.

No person shall be eligible for election as a director of the

corporation unless nominated in accordance with the procedures set forth in

this Section 6. If the Chairman of the meeting determines that a

nomination was not made in accordance with the foregoing procedures, the

Chairman shall declare to the meeting that the nomination was defective and

such defective nomination shall be disregarded.

-	PROXY REPRESENTATION. Every stockholder may authorize

another person or persons to act for him by proxy in all matters in which a

stockholder is entitled to participate, whether by waiving notice of any

meeting, voting or participating at a meeting, or expressing consent or

dissent without a meeting. Every proxy must be signed by the stockholder

or by his attorney-in-fact. No proxy shall be voted or acted upon after

three years from its date unless such proxy provided for a longer period.

A duly executed proxy shall be irrevocable if it states that it is

irrevocable and, if, and only as long as, it is coupled with an interest

sufficient in law to support an irrevocable power. A proxy may be made

irrevocable regardless of whether the interest with which it is coupled is

an interest in the stock itself or an interest in the corporation generally.

-	INSPECTORS. The directors, in advance of any meeting, shall

appoint one or more inspectors of election to act at the meeting or any

adjournment thereof. If an inspector or inspectors are not appointed, the

person presiding at the meeting shall appoint one or more inspectors. In

case any person who may be appointed as an inspector fails to appear or

act, the vacancy shall be filled by appointment made by the directors in

advance of the meeting or at the meeting by the person presiding thereat.

Each inspector, if any, before entering upon the discharge of his duties,

shall take and sign an oath faithfully to execute the duties of inspector

at such meeting with strict impartiality and according to the best of his

ability. The inspectors shall determine the number of shares of stock

outstanding and the voting power of each, the shares of stock represented

at the meeting, the existence of a quorum, and the validity and effect of

proxies, and shall receive votes, ballots or consents, hear and determine

all challenges and questions arising in connection with the right to vote,

count and tabulate all votes, ballots or consents, determine the result,

and do such acts as are proper to conduct the election or vote with

fairness to all stockholders. On request of the person presiding at the

meeting, the inspector or inspectors shall make a report in writing of any

challenge, question or matter determined by him or them and execute a

certificate of any fact found by him or them.

-	QUORUM. The holders of shares representing a majority of

votes of the outstanding shares shall constitute a quorum at a meeting of

stockholders for the transaction of any business. The stockholders present

may adjourn to a later time despite the absence of quorum.

-	VOTING. Each share of stock shall entitle the holder

thereof to such number of votes as set forth in the certificate of

incorporation or a certificate filed under Section 151(g) of the General

Corporation Law. In the election of directors, a plurality of the votes

cast shall elect. Any other action shall be authorized by a majority of

the votes cast except where the General Corporation Law prescribes a

different percentage of votes and/or a different exercise of voting power,

and except as may be otherwise prescribed by the provisions of the

certificate of incorporation or a certificate filed under Section 151(g) of

the General Corporation Law or these By-laws. In the election of

directors, and for any other action, voting need not be by ballot.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the

corporation shall be managed by or under the direction of the board of

directors of the corporation. The board of directors shall have the

authority to fix the compensation of the members thereof. The use of the

phrase “whole board” herein refers to the total number of directors which

the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a

stockholder, or a citizen or resident of the United States or the State of

Delaware. The number of directors constituting the whole board shall be

nine.

3. ELECTION AND TERM.

(a) RESIGNATION. Any director may resign at any time upon written notice to the corporation.

(b) TERM. Directors who are elected at an annual meeting

of stockholders, and directors who are elected in the interim to fill

vacancies and newly created directorships, shall hold office until the next

annual meeting of stockholders or until their successors are elected and

qualified or until their earlier resignation or removal.

stockholders or of special meetings of stockholders called for the election

of directors and/or for the filling of any vacancies in that connection,

newly created directorships and any vacancies in the board of directors may

be filled by the vote of a majority of all the remaining directors then in

office although less than a quorum, or by the sole remaining director.

4. MEETINGS.

(a) TIME. Meetings shall be held at such time as the board

of directors or person calling the meeting shall fix, except that the first

meeting of a newly elected board of directors shall be held as soon after

its election as the directors may conveniently assemble. Regular meetings

for the following year shall be scheduled at the first meeting of a newly

elected board of directors.

(b) PLACE. Meetings shall be held at such place within or

without the State of Delaware as shall be fixed by the board or person

calling the meeting.

for which the time and place have been fixed. Special meetings may be

called by or at the direction of the Chairman of the board, if any, the

Vice-Chairman of the board, if any, or the President, or by at least

one-third of the directors in office or by any officer instructed by at

least one-third of the directors in office to call the meeting.

(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice

shall be required for regular meetings for which the time and place have

been fixed. Written notice of the time, place and purpose shall be given

for special meetings at least 72 hours in advance. Written notice shall be

sent to each director by United States mail postage prepaid, overnight

delivery service, telecopier transmission or e-mail and shall be effective

upon receipt. Notice shall be sent to the respective addresses designated

in writing by the respective directors or, in the absence of such

designation, to the last known addresses. Notice need not be given to any

director or to any member of a committee of directors who submits a written

waiver of notice signed by him before or after the time for the meeting

stated therein. Attendance of any such person at a meeting shall

constitute a waiver of notice of such meeting, except when he attends a

meeting for the express purpose of objecting, at the beginning of the

meeting, to the transaction of any business because the meeting is not

lawfully called or convened. Neither the business to be transacted at, nor

the purpose of, any regular or special meeting of the directors need be

specified in any written waiver of notice, provided, however, that a waiver

of notice shall be effective only with respect to the purpose stated in the

notice of the meeting.

(e) QUORUM AND ACTION. A majority of the whole board shall

constitute a quorum. A majority of the directors present, whether or not a

quorum is present, may adjourn to another time and place. Except as herein

otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law, the certificate of incorporation and these By-laws which govern a

meeting of directors held to fill vacancies and newly created directorships

in the board of directors or action of disinterested directors.

(f) HIGHER VOTE FOR CERTAIN ACTIONS BY THE BOARD OF

DIRECTORS. The affirmative vote of a majority of the directors in office

who have not disqualified themselves because of a potential conflict of

interest shall be required to approve the adoption of a resolution (i)

removing either the Chairman of the board or the President of the

corporation from office, (ii) proposing an amendment to or a repeal of any

provision of, or the adoption of any new provision of, the certificate of

incorporation of the corporation, of any certificate filed under Section

151(g) of the General Corporation Law, or of these By-laws or (iii)

authorizing the filing of any certificate under Section 151(g) of the

General Corporation Law.

(g) CHAIRMAN OF THE MEETING. The Chairman of the board of

directors, if any and if present and acting, shall preside at all meetings.

Otherwise, the Vice-Chairman of the board of directors, if any and if

present and acting, or the President, if present and acting, or any other

director chosen by the board of directors, shall preside.

5. COMMITTEES.

(a) MEMBERSHIP. The board of directors by majority vote of

the whole board shall adopt charters for the following standing committees: an executive committee, a nominating committee, a compensation committee, a finance committee and an audit committee, and may adopt charters for additional standing committees. Members of standing committees shall be elected and removed in the manner provided in the respective committee charters. The director presiding at any meeting of the board of directors may name two or more directors as an ad hoc committee to render advice on matters not within the powers and authority of any standing committee.

(b) QUORUM. The majority of the authorized number of

directors that comprises a standing committee shall constitute a quorum of

that committee. No alternate members of committees shall be designated.

(c) AUTHORITY. To the extent provided in the charter of such committee, a standing committee 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; provided, however, no committee may (i) exercise the powers and authority of the board of directors in contravention of Section 141 of the General Corporation Law, (ii) take any action which requires a higher than usual vote of the board of directors, as provided in Article II, Section 4(f) of these By-Laws, except that the executive committee shall be permitted to act with respect to the filing of certificates under Section 151(g) of the General Corporation Law or (iii) repeal or amend any resolution adopted by the board of directors. Ad hoc committees shall be advisory and shall not exercise the powers and authority of the board of directors.

		(d) VOTE. Each committee shall act by vote of a majority
of	directors comprising the Committee present at a meeting at which a

quorum is present.

(e) MEETINGS.

(i) Meetings of standing committees shall be held at

such time as the committee or person calling the meeting shall fix.

(ii) Meetings of standing committees shall be held at

such place within or without the State of Delaware as shall be fixed by the

committee or person calling the meeting.

(iii) Committee meetings may be called by or at the

direction of any committee member or by any officer instructed by any

committee member.

(iv) Written notice of the time, place and purpose

shall be given for committee meetings at least 72 hours in advance to each

committee member with a copy to the Secretary. Written notice shall be

sent to each committee member by United States mail postage prepaid,

overnight delivery service, telecopier transmission or e-mail and shall be

effective upon receipt. Notice shall be sent to the respective addresses

designated in writing by the respective committee members or, in the

absence of such designation, to the last known addresses. Notice need not

be given to any committee member who submits a written waiver of notice

signed by him before or after the time for the meeting stated therein.

Attendance of any such person at a meeting shall constitute a waiver of

notice of such meeting, except when he attends a meeting for the express

purpose of objecting, at the beginning of the meeting, to the transaction

of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any meeting

of a committee need be specified in any written waiver of notice, provided,

however, that a waiver of notice shall be effective only with respect to

the purpose stated in the notice of the meeting.

(v) A majority of committee members present at a

committee meeting, even if less than a quorum, may adjourn a meeting to

another time and place. The quorum and voting provisions herein stated

shall not be construed as conflicting with any provisions of the General

Corporation Law, the certificate of incorporation and these By-Laws which

govern action of disinterested directors.

(f) REPORTS. The chairman of each committee shall make a

report on its activities at each meeting of the board of directors.

6. WRITTEN ACTION. Any action required or permitted to be

taken at any meeting of the board of directors or any committee thereof may

be taken without a meeting if all members of the board of directors or

committee, as the case may be, consent thereto in writing, and the writing

or writings are filed with the minutes of proceedings of the board of

directors or committee.

7. ELECTRONIC COMMUNICATION. Any member or members of the

board of directors or of any committee may participate in a meeting of the

board of directors, or any such committee, as the case may be, by means of

conference telephone or similar communications equipment by means of which

all persons participating in the meeting can hear each other.

8. REMOVAL. Subject to the rights of the holders of shares of

any class or series of preferred stock, any director or the entire board of

directors may be removed as provided in the certificate of incorporation

and any certificate filed under Section 151(g) of the General Corporation Law.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a Chairman of

the Board, a President, a Secretary, and, if deemed necessary, expedient or

desirable by the board of directors, a Vice-Chairman of the Board,

Executive Vice-Presidents, Senior Vice-Presidents, one or more other

Vice-Presidents, one or more Assistant Secretaries, one or more Assistant

Treasurers, and such other officers with such titles as the resolution of

the board of directors choosing them shall designate. Except as may

otherwise be provided in the resolution of the board of directors choosing

him, no officer other than the Chairman or Vice-Chairman of the Board, if

any, need be a director. Any number of offices may be held by the same

person.

Unless otherwise provided in the resolution choosing him, each

officer shall be chosen for a term which shall continue until the meeting

of the board of directors following the next annual meeting of stockholders

and until his successor shall have been chosen and qualified. Any officer

may be removed, with or without cause, by such vote of the directors as may

be prescribed in the by-laws. Any vacancy in any office may be filled by

the board of directors.

The Chairman of the Board shall be the Chief Executive Officer of

the corporation and shall have general supervision over the property,

business and affairs of the corporation and over its several officers,

subject, however, to the control of the board of directors. He shall, if

present, preside at all meetings of the stockholders and of the board of

directors and of all committees of which he is a member. He may sign, with

the Secretary, Treasurer or any other proper officer of the corporation

thereunto authorized by the board of directors, certificates for shares in

the corporation. He may sign, execute and deliver in the name of the

corporation, or authorize other employees to sign, execute and deliver, all

deeds, mortgages, bonds, leases, contracts, or other instruments either

when specially authorized by the board of directors or when required or

deemed necessary or advisable by him in the ordinary conduct of the

corporation’s normal business, except in cases where the signing and

execution thereof shall be required by law or otherwise to be signed or

executed by some other officer or agent, and he may cause the seal of the

corporation, if any, to be affixed to any instrument requiring the same.

The Secretary or Assistant Secretary of the corporation shall

record all of the proceedings of all meetings and the actions in writing of

stockholders, directors and committees of directors, and shall exercise

such additional authority and perform such additional duties as the board

of directors shall assign to him.

All other officers of the corporation shall perform such duties

in the management and operation of the corporation as are assigned to them

by the Chairman of the board of directors or by the board of directors.

ARTICLE IV

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

1. INDEMNIFICATION RESPECTING THIRD PARTY CLAIMS. The

corporation, to the full extent permitted and in the manner required by the laws of the State of Delaware as in effect at the time of the adoption of

this Article or as such laws may be amended from time to time, shall

indemnify any person who was or is made a party to or is threatened to be

made a party to any threatened, pending or completed action, suit or

proceeding (including any appeal thereof), whether civil, criminal,

administrative or investigative in nature (other than an action 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, if at a

time when he was a director, officer, employee or agent of the corporation,

is or was serving at the request of the corporation as a director, officer,

partner, fiduciary, employee or agent (a “Subsidiary Officer”) of another

corporation, partnership, joint venture, trust, employee benefit plan or

other enterprise (an “Affiliated Entity”), against expenses (including

attorneys’ fees and disbursements), costs, judgments, fines, penalties 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 or conviction or upon a plea of nolo contendere

or its equivalent shall not, of itself, create a presumption that the

person did not act in good faith and in a manner which 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, that

such person had reasonable cause to believe that his or her conduct was

unlawful.

2. INDEMNIFICATION RESPECTING DERIVATIVE CLAIMS. The

corporation, to the full extent permitted, and in the manner required, by

the laws of the State of Delaware as in effect at the time of the adoption

of this Article or as such laws may be amended from time to time, shall

indemnify any person who was or is made a party to or is threatened to be

made a party to any threatened, pending or completed action or suit

(including any appeal thereof) brought 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, if at

a time when he was a director, officer, employee or agent of the

corporation, is or was serving at the request of the corporation as a

Subsidiary Officer of an Affiliated Entity against expenses (including

attorneys’ fees and disbursements) and costs actually and reasonably

incurred by such person in connection with 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

the State 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 and costs as

the Court of Chancery of the State of Delaware or such other court shall

deem proper.

3. DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. Any

indemnification under Section 1 or 2 of this Article (unless ordered by a

court) shall be made by the corporation only as authorized in the specific

case upon a determination that indemnification is proper under the

circumstances because such person has met the applicable standard of

conduct set forth in Section 1 or 2 of this Article. Such determination shall be made, with respect to a person who is a director or officer at the

time of such determination, (i) by a majority vote of the directors who are

not parties to the action, suit or proceeding in respect of which

indemnification is sought, even though less than a quorum, or (ii) by a

committee of such directors designated by majority vote of such directors,

even though less than a quorum, or (iii) if there are no such directors or

if such directors so direct, by independent legal counsel in a written

opinion, or (iv) by the stockholders. In the event a request for

indemnification is made by any person referred to in Section 1 or Section

2, the corporation shall cause such determination to be made not later than

60 days after such request is made.

4. RIGHT TO INDEMNIFICATION UPON SUCCESSFUL DEFENSE AND FOR

SERVICE AS A WITNESS.

(a) Notwithstanding the other provisions of this Article,

to the extent that a present or former director, officer, employee or agent

of the corporation has been successful on the merits or otherwise in

defense of any action, suit or proceeding referred to in Section 1 or 2 of

this Article, or in defense of any claim, issue or matter therein, such

person shall be indemnified against expenses (including attorneys’ fees and

disbursements) and costs actually and reasonably incurred by such person in

connection therewith.

(b) To the extent any person who is or was a director or

officer of the corporation has served or prepared to serve as a witness in

any action, suit or proceeding (whether civil, criminal, administrative or

investigative in nature) or in any investigation by the corporation or the

board of directors thereof or a committee thereof or by any securities

exchange on which securities of the corporation are or were listed by

reason of his services as a director or officer of the corporation or as a

Subsidiary Officer of any Affiliated Entity (other than in a suit commenced

by such person), the corporation shall indemnify such person against

expenses (including attorneys’ fees and disbursements) and costs actually

and reasonably incurred by such person in connection therewith within 30

days after receipt by the corporation from such person of a statement

requesting such indemnification, averring such service and reasonably

evidencing such expenses and costs. The corporation may indemnify any

employee or agent of the corporation to the same extent it may indemnify

any director or officer of the corporation pursuant to the foregoing

sentence of this paragraph.

5. ADVANCE OF EXPENSES. Expenses and costs incurred by any

person referred to in Section 1 or Section 2 of this Article in defending a

civil, criminal, administrative or investigative action, suit or proceeding

shall be paid by the corporation in advance of the final disposition of

such action, suit or proceeding upon receipt of an undertaking by or on

behalf of such person to repay such amount if it shall ultimately be

determined that such person is not entitled to be indemnified by the

corporation as authorized by this Article.

6. INDEMNIFICATION NOT EXCLUSIVE. The provision of

indemnification to or the advancement of expenses and costs to any person

under this Article, or the entitlement of any person to indemnification or

advancement of expenses and costs under this Article, shall not limit or

restrict in any way the power of the corporation to indemnify or advance

expenses and costs to such person in any other way permitted by law or be

deemed exclusive of, or invalidate, any right to which any person seeking

indemnification or advancement of expenses and costs may be entitled under

any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s capacity as an officer,

director, employee or agent of the corporation and as to action in any

other capacity while holding any such position.

7. ACCRUAL OF CLAIMS; SUCCESSOR. The indemnification provided

or permitted under this Article shall apply in respect of any expense,

cost, judgment, fine, penalty or amount paid in settlement, whether or not

the claim or cause of action in respect thereof accrued or arose before or

after the effective date of this Article. The right of any person who is

or was a director, officer, employee or agent of the corporation to

indemnification under this Article shall continue after he shall have

ceased to be a director, officer, employee or agent and shall inure to the

benefit of the heirs, distributees, executors, administrators and other

legal representatives of such person.

8. CORPORATE OBLIGATIONS; SUCCESSORS. This Article shall be

deemed to create a binding obligation on the part of the corporation to its

current and former officers and directors and their heirs, distributees,

executors, administrators and other legal representatives, and such persons

in acting in such capacities shall be entitled to rely on the provisions of

this Article, without giving notice thereof to the corporation.

9. INSURANCE. The corporation may purchase and maintain

insurance on behalf of any person who is or was a director, officer,

employee or agent of the corporation, or is or was serving at the request

of, or to represent the interests of, the corporation as a Subsidiary

Officer of any Affiliated Entity, against any liability asserted against

such person and incurred by such person in any such capacity, or arising

out of such person’s status as such, whether or not the corporation would

have the power to indemnify such person against such liability under the

provisions of this Article or applicable law.

10. DEFINITIONS OF CERTAIN TERMS.

(a) For purposes of this Article, references to “the

corporation” shall include, in addition to the resulting corporation, any

constituent corporation (including any constituent of a constituent)

absorbed in a consolidation or merger which, if its corporate existence had

continued, would have been permitted under applicable law to indemnify its

directors, officers, employees or agents, so that any person who is or was

a director, officer, employee or agent of such constituent corporation, or

is or was serving at the request, or to represent the interests of, such

constituent corporation as a director, officer, employee or agent of any

Affiliated Enterprise shall stand in the same position under the provisions

of this Article with respect to the resulting or surviving corporation as

such person would have with respect to such constituent corporation if this

separate existence had continued.

(b) For purposes of this Article, references to “fines”

shall include any excise taxes assessed on a person with respect to an

employee benefit plan; references to “serving at the request of the

corporation” shall include any service as a director, officer, fiduciary,

employee or agent of the corporation which imposes duties on, or involves

services by, such director, officer, fiduciary, employee or agent with

respect to an employee benefit plan, its participants, or beneficiaries;

and a person who acted in good faith and in a manner such person reasonably

believed to be in the interest of the participants and beneficiaries of an

employee benefit plan shall be deemed to have acted in a manner “not

opposed to the best interests of the corporation” as referred to in this

Article.

ARTICLE V

CORPORATE SEAL

The corporate seal shall be in such form as the board of

directors shall prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall begin on the Sunday

which follows the Saturday which is closest to January 31^st in any calendar

year and shall end on the Saturday closest to January 31^st in the following

calendar year, or shall be for such other period as the board of directors

from time to time may designate.

ARTICLE VII

CONTROL OVER BY-LAWS

Subject to the provisions of the certificate of incorporation,

any certificate filed under Section 151(g) of the General Corporation Law

and Article II, Section 4 of these By-laws, and the provisions of the

General Corporation Law, the power to amend, alter or repeal these By-laws

and to adopt new By-laws may be exercised by the board of directors.

* * *

Amendment to the By-Laws

RESOLVED, that the second sentence of Article II, Section 2 of the Company’s Restated By-Laws shall be amended to read in its entirety as follows: “The number of directors constituting the whole board shall be nine.”

Dated: March ____, 2006	_____________________________
	(please sign your name)
	_____________________________
	(please print your name)

Dated:	February	, 2006	________________________
			(please sign your name)

Exhibit No.

Description

Amended By-laws of Corporation

Spring 2006 Incentive Compensation Plan Agreement form

2006 Tandem Bonus Plan Agreement form

February 24, 2006 press release