EX-3.2 6 file003.htm AMENDED AND RESTATED BY-LAWS

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

REVLON, INC.

Dated as of March 22, 2004

TABLE OF CONTENTS

ARTICLE I OFFICES

Section 1. Registered Office.................................................................................1
Section 2. Other Offices.....................................................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.................................................................................1
Section 2. Annual Meetings...................................................................................1
Section 3. Nature of Business at Meetings of Stockholders....................................................2
Section 4. Special Meetings..................................................................................4
Section 5. Quorum ...........................................................................................4
Section 6. Proxies ..........................................................................................5
Section 7. Voting ...........................................................................................5
Section 8. Organization and Order of Business................................................................5
Section 9. Consent of Stockholders in Lieu of Meeting........................................................6
Section 10. List of Stockholders Entitled to Vote.............................................................6
Section 11. Stock Ledger......................................................................................7
Section 12. Record Date.......................................................................................7
Section 13. Inspectors of Election............................................................................8

ARTICLE III DIRECTORS

Section 1. Number and Election of Directors..................................................................9
Section 2. Vacancies ........................................................................................9
Section 3. Duties and Powers.................................................................................9
Section 4. Organization......................................................................................9
Section 5. Resignations and Removals of Directors...........................................................10
Section 6. Meetings ........................................................................................10
Section 7. First Yearly Meeting.............................................................................11
Section 8. Quorum and Manner of Acting......................................................................11
Section 9. Action by Written Consent........................................................................11
Section 10. Meetings by Means of Conference Telephone........................................................11
Section 11. Compensation.....................................................................................12
Section 12. Interested Directors.............................................................................12

ARTICLE IV COMMITTEES

Section 1. How Constituted and Powers.......................................................................13
Section 2. Executive Committee..............................................................................14
Section 3. Organization.....................................................................................14
Section 4. Meetings ........................................................................................14
Section 5. Quorum and Manner of Acting......................................................................14
Section 6. General .........................................................................................14

ARTICLE V OFFICERS

Section 1. Officers ......................................................................................15
Section 2. Term of Office and Qualifications................................................................15
Section 3. Subordinate Officers.............................................................................15
Section 4. Removal .........................................................................................15
Section 5. Resignations.....................................................................................15
Section 6. Vacancies .......................................................................................16
Section 7. Compensation.....................................................................................16
Section 8. Chairman of the Board of Directors...............................................................16
Section 9. President .......................................................................................17
Section 10. Vice Presidents..................................................................................17
Section 11. Treasurer .......................................................................................18
Section 12. Controller ......................................................................................19
Section 13. Secretary .......................................................................................20
Section 14. Duties of Assistant Treasurers, Assistant Secretaries and Other Subordinate Officers ............21
Section 15. Appointed Officers...............................................................................21

ARTICLE VI CONTRACTS, VOTING OF STOCK HELD, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 1. Execution of Contracts...........................................................................22
Section 2. Loans and Loan Guarantees........................................................................22
Section 3. Voting of Stock Held.............................................................................23
Section 4. Checks, Drafts, etc..............................................................................23
Section 5. Deposits ......................................................................................24

ARTICLE VII STOCK AND DIVIDENDS

Section 1. Form of Certificates.............................................................................24
Section 2. Signatures ......................................................................................25
Section 3. Lost, Destroyed, Stolen or Mutilated Certificates................................................25
Section 4. Transfers .......................................................................................25
Section 5. Transfer and Registry Agents.....................................................................26
Section 6. Beneficial Owners................................................................................26
Section 7. Dividends .......................................................................................26
Section 8. Limitations on Transfer..........................................................................27

ARTICLE VIII NOTICES

Section 1. Notices .........................................................................................27
Section 2. Waivers of Notice................................................................................28

ARTICLE IX BOOKS

Section 1. Books ...........................................................................................28
Section 2. Form of Books....................................................................................29

ARTICLE X INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in
the Right of the Corporation...................................................................29
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
Corporation....................................................................................30
Section 3. Authorization of Indemnification.................................................................30
Section 4. Good Faith Defined...............................................................................31
Section 5. Indemnification by a Court.......................................................................32
Section 6. Expenses Payable in Advance......................................................................32
Section 7. Nonexclusivity of Indemnification and Advancement of Expenses....................................33
Section 8. Insurance .......................................................................................33
Section 9. Certain Definitions..............................................................................33
Section 10. Survival of Indemnification and Advancement of Expenses..........................................34
Section 11. Limitation on Indemnification....................................................................34
Section 12. Indemnification of Appointed Officers, Employees and Agents......................................35

ARTICLE XI AMENDMENT OF BY-LAWS

Section 1. Amendment of By-Laws.............................................................................35
Section 2. Entire Board of Directors........................................................................35

ARTICLE XII GENERAL PROVISIONS

Section 1. Seal ............................................................................................36
Section 2. Fiscal Year .....................................................................................36

BY-LAWS

(as restated and amended)

REVLON, INC.

(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at any place,
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors

and stated in the notice of the meeting, at which meetings the stockholders
shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting. Written notice of the Annual Meeting of
Stockholders stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

Section 3. Nature of Business at Meetings of Stockholders. 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 a 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 3 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 3.

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 by the Secretary at the principal executive offices of
the Corporation not less than sixty (60) days nor more 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

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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 such
Annual Meeting (i) a brief description of the business desired to be brought
before such Annual Meeting and the reasons for conducting such business at such
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.

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 3; provided, however, that, once business
has been properly brought before the Annual Meeting in accordance with such
procedures, nothing in this Section 3 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

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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.

Section 4. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, Special Meetings of Stockholders, for any
purpose or purposes, may be called by either (i) the Board of Directors, (ii)
the Chairman of the Board of Directors, or (iii) the President. Such request
shall state the purpose or purposes of the proposed meeting. Written notice of a
Special Meeting of Stockholders stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called shall be given not
less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.

Section 5. Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the holders of a majority in total number of votes
of the capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the Chairman of the meeting or the holders of a
majority in number of votes of the capital stock entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting
of the time and place of the adjourned meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty

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days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a written notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting not less than ten nor more than
sixty days before the date of the meeting.

Section 6. Proxies. Any stockholder entitled to vote may do so in
person or by his proxy appointed by an instrument in writing subscribed by such
stockholder or by his attorney thereunto authorized, delivered to the Secretary
of the meeting; provided, however, that no proxy shall be voted or acted upon
after three years from its date, unless said proxy provides for a longer period.
All proxies must be filed with the Secretary of the Corporation at the beginning
of the meeting in order to be counted in any vote at the meeting.

Section 7. Voting. At all meetings of the stockholders at which a
quorum is present, except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, any question brought before any meeting of
stockholders shall be decided by the affirmative vote of the holders of a
majority of the total number of votes of the capital stock present in person or
represented by proxy and entitled to vote thereat voting as a single class. At
the Annual Meeting of Stockholders, or any Special Meeting of Stockholders at
which directors are to be elected, the directors shall be elected by a plurality
vote.

Section 8. Organization and Order of Business. At every meeting of
stockholders, the Chairman of the Board of Directors or, in such person's
absence, the President, or in the absence of the two of them, such person as
shall have been designated by the Board of Directors or, if none, by the
Chairman of the Board of Directors, or, if none, by the President, shall act as
Chairman of the meeting. The Secretary or, in such person's absence, an
Assistant Secretary, shall act as Secretary of the meeting. The Chairman of the
meeting shall have the sole authority to prescribe the agenda and rules of order
for the conduct of any Annual or Special Meeting of Stockholders and to
determine all questions arising thereat relating to the order of business and
the

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conduct of the meeting, except as otherwise required by law. Unless otherwise
directed by the Chairman of the meeting, the vote at any meeting of the
stockholders need not be by written ballot. In case none of the officers above
designated to act as Secretary of the meeting shall be present, the Chairman of
the meeting or Secretary of the meeting shall be appointed by vote of a majority
of the total number of votes of the capital stock present in person or
represented by proxy and entitled to vote thereat.

Section 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
In the event that the action which is consented to is such as would have
required the filing of a certificate under the General Corporation Law of the
State of Delaware ("DGCL") if such action had been voted on by stockholders at a
meeting thereof, the certificate filed shall state, in lieu of any statement
concerning any vote of stockholders, that written consent and written notice has
been given as provided in this Section 9.

Section 10. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation 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

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examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is present.

Section 11. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 10 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 12. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, 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 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: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) the record date
for determining stockholders entitled to notice of or to

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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; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) 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 13. Inspectors of Election. The Corporation shall, in advance
of any meeting of stockholders, appoint one or more inspectors of elections to
act at the meeting and make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Unless otherwise required by law, inspectors may be
officers, employees or agents of the Corporation. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. The inspector shall take charge of the
polls and, when the vote is completed, shall make a certificate of the result of
the vote taken and of such other facts as may be required by law.

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ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than three members, the exact number of which shall
from time to time be determined by resolution of the Board of Directors. Except
as provided in Section 2 of this Article, directors shall be elected by the
stockholders at the Annual Meetings of Stockholders, and each director so
elected shall hold office until his successor is duly elected and qualified, or
until his death, or until his earlier resignation or removal. Directors need not
be stockholders.

Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, except that any vacancy resulting from the death,
resignation, removal or disqualification of a director elected by the holders of
any class or classes of the stock of the Corporation voting as a class, or from
an increase in the number of directors which such holders are entitled to elect,
may be filled by the affirmative vote of a majority of the directors elected by
such class or classes, or by a sole remaining director so elected, and each
director so chosen shall hold office until his successor is duly elected and
qualified or until his death, or until his earlier resignation or removal, or
disqualification.

Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
required to be exercised or done by the stockholders.

Section 4. Organization. At each meeting of the Board of Directors, the
Chairman of the Board of Directors, or, in his absence a director chosen by a
majority of the directors present, shall act as Chairman. The Secretary of the
Corporation shall act as Secretary at each meeting of

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the Board of Directors. In case the Secretary shall be absent from any meeting
of the Board of Directors, an Assistant Secretary shall perform the duties of
Secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the Chairman of the meeting may
appoint any person to act as Secretary of the meeting.

Section 5. Resignations and Removals of Directors. Any director of the
Corporation may resign at any time, by giving written notice to the Chairman of
the Board of Directors, the President or the Secretary of the Corporation. Such
resignation shall take effect at the time therein specified or, if no time is
specified, immediately; and, unless otherwise specified in such notice, the
acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise required by law, any director or the entire Board of
Directors may be removed, with or without cause, by the affirmative vote or
written consent of a majority in total voting power of the issued and
outstanding capital stock of the Corporation represented and entitled to vote in
the election of directors.

Section 6. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held at such time
and at such place as may from time to time be determined by the Board of
Directors and, unless required by resolution of the Board of Directors, without
notice. Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors or a majority of directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight hours before the date of the
meeting; by telephone, telecopy or telegram on twenty-four hours notice; or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.

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Section 7. First Yearly Meeting. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable after each Annual Meeting of
Stockholders, and no notice of such meeting to the existing or newly elected
directors shall be necessary in order to legally constitute the meeting,
provided a quorum is present. Such first meeting may be held at any other time
or place specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8. Quorum and Manner of Acting. Except as otherwise required by
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting of the time
and place of the adjourned meeting, until a quorum shall be present.

Section 9. Action by Written Consent. Unless otherwise required by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the 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.

Section 10. Meetings by Means of Conference Telephone. Unless otherwise
required by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or similar communications

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equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 10 shall
constitute presence in person at such meeting.

Section 11. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary, or such other emoluments, as the Board of Directors shall from time to
time determine. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Each
director who shall serve as a member or Chairman of special or standing
committee may be allowed like compensation for attending committee meetings.

Section 12. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the

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Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

ARTICLE IV

COMMITTEES

Section 1. How Constituted and Powers. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation, except as otherwise provided in these By-Laws. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
any such committee. In the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act in the place of any absent or disqualified. Each
committee, to the extent permitted by law, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation as provided in the resolution establishing such
committee.

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Section 2. Executive Committee. The Board of Directors may, but is not
required to, designate an Executive Committee, to consist of not less than three
members of the Board of Directors, which shall have and may exercise, to the
extent permitted by law, all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, including, unless
otherwise specified by a resolution or resolutions of the Board of Directors,
the power and authority to declare dividends, to authorize the issuance of stock
and to adopt a certificate of ownership and merger pursuant to Section 253 of
the DGCL.

Section 3. Organization. The Board of Directors or each such committee
may choose its Chairman and Secretary, and shall keep and record all its acts
and proceedings and report the same from time to time to the Board of Directors.

Section 4. Meetings. Regular meetings of any such committee, of which
no notice shall be necessary, shall be held at such times and in such places as
shall be fixed by the committee or by the Board of Directors. Special meetings
of any such committee shall be held at the request of any member of the
committee.

Section 5. Quorum and Manner of Acting. A majority of the members of
any such committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at any meeting at which a quorum is
present shall be the act of the committee.

Section 6. General. The Board of Directors shall have the power at any
time to change the members of, fill vacancies in, and discharge or disband any
such committee, either with or without cause.

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ARTICLE V

OFFICERS

Section 1. Officers. The Board of Directors shall elect a Chairman of
the Board of Directors, a President, one or more Vice Presidents, a Treasurer, a
Controller and a Secretary. The Board of Directors may designate one or more
Vice Presidents as Senior Executive Vice Presidents, Executive Vice Presidents
or Senior Vice Presidents, and may use such other descriptive words as it may
determine to designate the seniority or areas of special competence or
responsibility of the officers. Any two or more offices may be held by the same
person.

Section 2. Term of Office and Qualifications. Each such officer shall
hold office until such officer's successor shall have been duly chosen and shall
qualify, or until such officer's death, resignation or removal in the manner
hereinafter provided. The Chairman of the Board of Directors shall be chosen
from among the directors, but no other officer need be a director. Each officer
shall have such functions or duties as are provided in these By-Laws, or as the
Board of Directors may from time to time determine.

Section 3. Subordinate Officers. The Board of Directors may from time
to time elect such other officers or assistant officers as it may deem
necessary, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these By-Laws, or as the Board of
Directors may from time to time determine.

Section 4. Removal. Any officer may be removed, either with or without
cause, by the Board of Directors, and any officer also may be removed in such
other manner as may be specified by the Board of Directors in the resolution or
resolutions electing such officer. Any officer may be suspended by the Chairman
of the Board of Directors either with or without cause.

Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board of Directors
or the Secretary of the

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Corporation. Any such resignation shall take effect at the time therein
specified or if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective.

Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these By-Laws for the regular election to that office.

Section 7. Compensation. Salaries or other compensation of the officers
may be fixed from time to time by the Board of Directors or any duly authorized
committee of directors and shall be so fixed by the Board of Directors or such
committee as to any officer serving the Corporation as a director. No officer
shall be prevented from receiving proper compensation for such officer's
services by reason of the fact that such officer is also a director of the
Corporation.

Section 8. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if present, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors may, with the Treasurer or the Secretary or an Assistant Treasurer or
an Assistant Secretary, sign certificates for stock of the Corporation. The
Chairman of the Board of Directors may enter into and execute in the name of the
Corporation deeds, mortgages, bonds, guarantees, contracts and other
instruments, except in cases where the making and execution thereof shall be
expressly restricted or delegated by the Board of Directors or by a duly
authorized committee of directors or by these By-Laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be made or
executed. In general, the Chairman of the Board of Directors shall have all
authority incident to the office of Chairman of the Board of Directors and shall
have such other authority and perform such other duties as may from time to time
be assigned by the Board of Directors or by any duly authorized committee of
directors.

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Section 9. President. The President shall be the chief executive
officer of the Corporation and shall have general supervision of the business,
affairs and property of the Corporation and over its several officers, subject,
however, to the control of the Board of Directors. The President also shall be
the chief operating officer of the Corporation and, subject to the direction of
the Board of Directors, any duly authorized committee of directors, shall have
general supervision of the operations of the Corporation. The President may,
with the Treasurer or the Secretary or an Assistant Treasurer or an Assistant
Secretary, sign certificates for stock of the Corporation. The President may
enter into and execute in the name of the Corporation deeds, mortgages, bonds,
guarantees, contracts and other instruments, except in cases where the making
and execution thereof shall be expressly restricted or delegated by the Board of
Directors or by a duly authorized committee of directors, or by these By-Laws to
some other officer or agent of the Corporation, or shall be required by law
otherwise to be made or executed. The President shall have the power to fix the
compensation of elected officers whose compensation is not fixed by the Board of
Directors or a committee thereof in accordance with Section 7 of this Article V,
and also to engage, discharge, determine the duties and fix the compensation of
all employees and agents of the Corporation necessary or proper for the
transaction of the business of the Corporation. In general, the President shall
have all authority incident to the office of President and chief executive
officer and chief operating officer and shall have such other authority and
perform such other duties as may from time to time be assigned by the Board of
Directors or by any duly authorized committee of directors or by the Chairman of
the Board of Directors. The President shall, at the request or in the absence or
disability of the Chairman of the Board of Directors, perform the duties and
exercise the powers of such officer.

Section 10. Vice Presidents. The Vice Presidents shall have supervision
over the operations of the Corporation within their respective areas of special
competence or responsibility

-17-

and in accordance with policies, procedures and practices in effect from time to
time, subject, however, to the control of the Board of Directors, any duly
authorized committee of directors, the Chairman of the Board of Directors, the
President and any other officer to whom they report. They shall, within such
areas (in the order of their designation, or in the absence of such designation,
in the order of their seniority based on title or, in the case of officers of
equal title, in order of their tenure), at the request or in the absence or
disability of the Chairman of the Board of Directors, perform the duties and
exercise the powers of such officer and at the request or in the absence or
disability of the President, perform the duties and exercise the powers of such
officer and at the request or in the absence or disability of the President,
perform the duties and exercise the power of such officer. They may, with the
Treasurer or the Secretary or an Assistant Treasurer or an Assistant Secretary,
sign certificates for stock of the Corporation. They may enter into and execute
in the name of the Corporation deeds, mortgages, guarantees, bonds, contracts
and other instruments, except in cases where the making and execution thereof
shall be expressly restricted or otherwise delegated by these By-Laws or by the
Board of Directors, a duly authorized committee of directors, the Chairman of
the Board of Directors, the President or any other officer to whom they report,
or shall be required by law otherwise to be made or executed. In general, they
shall have all authority incident to their respective offices and shall have
such other authority and perform such other duties as may from time to time be
assigned to them by the Board of Directors, any duly authorized committee of
directors, the Chairman of the Board of Directors, the President or any other
officer to whom they report.

Section 11. Treasurer. The Treasurer shall, if required by the Board of
Directors, the Chairman of the Board of Directors, the President or any other
officer to whom the Treasurer reports, give a bond for the faithful discharge of
duties, in such sum and with such sureties as may be so required. The Treasurer
shall have custody of, and be responsible for, all funds and securities

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of the Corporation; receive and give receipts for money due and payable to the
Corporation from any source whatsoever; deposit all such money in the name of
the Corporation in such banks, trust companies, or other depositories as shall
be selected in accordance with the provisions of Section 5 of Article VI of
these By-Laws; against proper vouchers, cause such funds to be disbursed by
check or draft on the authorized depositories of the Corporation signed in such
manner as shall be determined in accordance with the provisions of Section 4 of
Article VI of these By-Laws and be responsible for the accuracy of the amounts
of all funds so disbursed; regularly enter or cause to be entered in books to be
kept by the Treasurer or under the Treasurer's direction, full and adequate
accounts of all money received and paid by the Treasurer for the account of the
Corporation; have the right to require, from time to time, reports or statements
giving such information as the Treasurer may determine to be necessary or
desirable with respect to any and all financial transactions of the Corporation
from the officers and agents transacting the same; render to the Board of
Directors, any duly authorized committee of directors, the Chairman of the Board
of Directors, the President or any officer to whom the Treasurer reports,
whenever they or any of them, respectively, shall require the Treasurer so to
do, an account of the financial condition of the Corporation and of all
transactions of the Treasurer; exhibit at all reasonable times the books of
accounts and other records provided for herein to any of the directors of the
Corporation; and, in general, have all authority incident to the office of
Treasurer and such other authority and perform such other duties as from time to
time may be assigned by the Board of Directors, any duly authorized committee of
directors, the Chairman of the Board of Directors, the President or any other
officer to whom the Treasurer reports, and may sign with the Chairman of the
Board of Directors, the President or any Vice President, certificates for stock
of the Corporation.

Section 12. Controller. The Controller shall be responsible for
preparing and maintaining reasonable and adequate books of account and other
accounting records of the assets,

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liabilities and transactions of the Corporation in accordance with generally
accepted accounting principles and procedures, shall see that reasonable and
adequate audits thereof are regularly made and that reasonable and adequate
systems of financial control are maintained, shall examine and certify the
financial accounts of the Corporation, shall prepare and render such budgets and
other financial reports as the Board of Directors, the Chairman of the Board of
Directors, the President or any other officer to whom the Controller reports may
require, and shall, in general, have all authority incident to the office of
Controller and such other authority and perform such other duties as from time
to time may be assigned by the Board of Directors, any duly authorized committee
of directors, the Chairman of the Board of Directors, the President or any other
officer to whom the Controller reports.

Section 13. Secretary. The Secretary shall act as Secretary of all
meetings of the stockholders and of the Board of Directors of the Corporation;
shall keep the minutes thereof in the proper book or books to be provided for
that purpose; shall see that all notices required to be given by the Corporation
in connection with meetings of stockholders and of the Board of Directors are
duly given; may, with the Chairman of the Board of Directors, the President or
any Vice President, sign certificates for stock of the Corporation; shall be the
custodian of the seal of the Corporation and shall affix the seal or cause it or
a facsimile thereof to be affixed to all certificates for stock of the
Corporation and to all documents or instruments requiring the same, the
execution of which on behalf of the Corporation is duly authorized in accordance
with the provisions of these By-Laws; shall have charge of the stock records and
also of the other books, records and papers of the Corporation relating to its
organization and acts as a corporation, and shall see that the reports,
statements and other documents related thereto required by law are properly kept
and filed; and shall, in general, have all authority incident to the office of
Secretary and such other authority and perform such other duties as from time to
time may be assigned by the Board of Directors, any duly

-20-

authorized committee of directors, the Chairman of the Board of Directors, the
President or any other officer to whom the Secretary reports.

Section 14. Duties of Assistant Treasurers, Assistant Secretaries and
Other Subordinate Officers. The Assistant Treasurers shall, respectively, if
required by the Board of Directors, the Chairman of the Board of Directors, the
President or any other officer to whom they report, give bonds for the faithful
discharge of their duties in such sums and with such sureties as may be so
required. Assistant Treasurers and Assistant Secretaries may, with the Chairman
of the Board of Directors, the President or any Vice President, sign
certificates for stock of the Corporation. Subordinate officers shall have all
authority incident to their respective offices and such other authority and
perform such other duties as shall be assigned to them by the Board of
Directors, any duly authorized committee of directors, the Chairman of the Board
of Directors, the President or the officers to whom they report.

Section 15. Appointed Officers. The Chairman of the Board of Directors
and the President may appoint or cause to be appointed, in accordance with the
policies and procedures established by them, such Presidents, Vice Presidents
and other officers of the Divisions, Groups and Staffs of the Corporation (each
an "Appointed Officer") as each of them shall determine to be necessary or
desirable in furtherance of the business and affairs of such Divisions, Groups
and Staffs, may designate such Vice Presidents as Senior Executive Vice
Presidents, Executive Vice Presidents or Senior Vice Presidents, and may use
such other descriptive words as each of them may determine to designate the
seniority or areas of special competence or responsibility of the Appointed
Officers appointed in accordance with this Section 15. Appointed Officers
appointed in accordance with this Section 15 shall not be deemed to be officers
as elsewhere referred to in this Article V or in Article X hereof but as between
themselves and the Corporation shall have such authority and perform such duties
in the management and operations of the Divisions, Groups and

-21-

Staffs of the Corporation of which they are appointed officers as the officer
appointing them and the persons to whom they report may from time to time
determine. Such Appointed Officers shall have the authority as between
themselves and third parties to bind the Corporation solely to the extent of
their apparent authority based upon their titles and solely in relation to the
business affairs of the Divisions, Groups and Staffs of which they are appointed
officers.

ARTICLE VI

CONTRACTS, VOTING OF STOCK HELD,
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 1. Execution of Contracts. The Board of Directors or any duly
authorized committee of directors, except as these By-Laws otherwise require,
may authorize any officer other than or in addition to the officers authorized
by Article V of these By-Laws, including Appointed Officers, and any employee or
agent or agents, in the name and on behalf of the Corporation, to enter into and
execute any deed, mortgage, bond, guarantee, contract or other instrument, and
any such authority may be general or may be confined to specific instances or
otherwise limited.

Section 2. Loans and Loan Guarantees. Any officer, employee or agent of
the Corporation thereunder authorized by the Board of Directors or by any duly
authorized committee of directors may effect in the name and on behalf of the
Corporation, loans or advances from, or guarantees of loans or advances to, any
bank, trust company or other institution or any firm, corporation or individual,
and for such loans and advances or guarantees may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness or
guaranty of the Corporation, and may pledge or hypothecate or transfer any
securities or other property of the Corporation as security for any such loans,
advances or guarantees. Such authority conferred by the

-22-

Board of Directors or any duly authorized committee of directors may be general
or may be confined to specific instances or otherwise limited.

Section 3. Voting of Stock Held. The Chairman of the Board of Directors
and the President and, unless otherwise provided by resolution of the Board of
Directors or directed by the Chairman of the Board of Directors or the
President, the Secretary may from time to time personally or by an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, cast the votes which the Corporation may be entitled to cast as
a stockholder or otherwise in any other corporation, any of the stock or
securities of which may be held by the Corporation, at meetings of the holders
of the stock or other securities of such other corporations, or consent in
writing to any action by any such other corporation, and may instruct any person
or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed on behalf of the Corporation
and under its corporate seal, or otherwise, such written proxies, consents,
waivers or other instruments as the Secretary may deem necessary or proper in
the premises; or may attend any meeting of the holders of stock or other
securities of any such other corporation and thereat vote or exercise any or all
other powers of the Corporation as the holder of such stock or other securities
of such other corporation.

Section 4. Checks, Drafts, etc. All checks, drafts and other orders for
payment of money out of the funds of the Corporation and all notes and other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation by the Treasurer or an Assistant Treasurer or by any other officer,
employee or agent of the Corporation to whom such power may from time to time be
delegated by the Board of Directors or any duly authorized committee of
directors or by any officer, employee or agent of the Corporation to whom the
power of delegation may from time to time be granted by the Board of Directors
or any duly authorized committee of directors.

-23-

Section 5. Deposits. The funds of the Corporation not otherwise
employed shall be deposited from time to time to the order of the Corporation in
such banks, trust companies or other depositories as the Board of Directors or
any duly authorized committee of directors may from time to time select, or as
may be selected by any officer, employee or agent of the Corporation to whom
such power may from time to time be delegated by these By-Laws, the Board of
Directors or any duly authorized committee of directors.

ARTICLE VII

STOCK AND DIVIDENDS

Section 1. Form of Certificates. (a) Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or one
of the Vice Presidents and (ii) 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.

(b) If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise required by Section 202 of the DGCL, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of

-24-

stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

Section 2. Signatures. Any or all signatures on the certificate may be
a facsimile. In case an 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, unless otherwise ordered by the Board of Directors, 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.

Section 3. Lost, Destroyed, Stolen or Mutilated Certificates. The Board
of Directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit or such other proof
satisfactory to the Board of Directors of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation and its transfer agents and registrars
with respect to the certificate alleged to have been lost, stolen or destroyed
or the issuance of such new certificate.

Section 4. Transfers. Except as otherwise prescribed by law or the
Certificate of Incorporation, stock of the Corporation shall be transferable in
the manner prescribed in these By-Laws. Transfers of stock shall be made on the
books of the Corporation only by the person named in the certificate or by such
person's duly authorized attorney appointed by a power of attorney duly executed
and filed with the Secretary of the Corporation or a transfer agent of the

-25-

Corporation, and upon surrender of the certificate or certificates for such
stock properly endorsed for transfer and payment of all necessary transfer
taxes; provided, however, that such surrender and endorsement or payment of
taxes shall not be required in any case in which the officers of the Corporation
shall determine to waive such requirement. Every certificate exchanged, returned
or surrendered to the Corporation shall be marked "Canceled," with the date of
cancellation, by the Secretary or an Assistant Secretary of the Corporation or
the transfer agent thereof. No transfer of stock shall be valid as against the
Corporation, its stockholders or creditors for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing from
and to whom transferred.

Section 5. Transfer and Registry Agents. The Corporation may from time
to time maintain one or more transfer offices or agencies and registry offices
or agencies at such place or places as may be determined from time to time by
the Board of Directors.

Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

Section 7. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the Corporation's
capital stock. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies,

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or for purchasing any of the shares of capital stock, warrants, rights, options,
bonds, debentures, notes, scrip or other securities or evidences of indebtedness
of the Corporation, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

Section 8. Limitations on Transfer. A written restriction on the
transfer or registration of transfer of a security of the Corporation, if
permitted by Section 202 of the DGCL and noted conspicuously on the certificate
representing the security or, in the case of uncertificated shares, contained in
the notice sent pursuant to Section 151(f) of the DGCL, may be enforced against
the holder of the restricted security or any successor or transferee of the
holder including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing the security
or, in the case of uncertificated shares, contained in the notice sent pursuant
to Section 151(f) of the DGCL, a restriction, even though permitted by Section
202 of the DGCL, is ineffective except against a person with actual knowledge of
the restriction. A restriction on the transfer or registration of transfer of
securities of the Corporation may be imposed either by the Certificate of
Incorporation or by these By-Laws or by an agreement among any number of
security holders or among such holders and the Corporation. No restriction so
imposed shall be binding with respect to securities issued prior to the adoption
of the restriction unless the holders of the securities are parties to an
agreement or voted in favor of the restriction.

ARTICLE VIII

NOTICES

Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder,

-27-

at such person's address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Written notice may
also be given personally or by courier service, facsimile transmission,
telegram, telex or cable.

Section 2. Waivers of Notice. (a) Whenever any notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing,
signed, by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting, present by person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person 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.

(b) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE IX

BOOKS

Section 1. Books. The Corporation shall keep in accordance with
applicable law correct and adequate books and records of account and minutes of
proceedings of the stockholders, the Board of Directors and any committees of
the Board of Directors. The Corporation shall keep in accordance with applicable
law at the office designated in the Certificate of Incorporation or at

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the office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all stockholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof.

Section 2. Form of Books. Any books maintained by the Corporation,
including its stock ledger, books of account and minute books, may be kept on,
or be in the form of, electronic data storage, computer discs, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

ARTICLE X

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other
Than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article X, 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 or investigative
(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 or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director or officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, against expenses (including attorneys' fees), judgments, 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

-29-

or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such 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 such
person's conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article X, 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 or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, against expenses (including attorneys' fees) 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 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 or such other court
shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under
this Article X (unless ordered by a court) shall be made by the Corporation only
as authorized in the

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specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 1 or Section 2, and in each
case Section 11, of this Article X, as the case may be. Such determination shall
be made (i) by a majority vote of the directors who were not parties to such
action, suit or proceeding, even though less than a quorum, or (ii) if there are
no such directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (iii) by the stockholders. To the extent, however, that
a director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, 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, without the necessity of authorization in
the specific case.

Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article X, a person shall be deemed to have 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, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe such person's conduct
was unlawful, if such person's action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
such person by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section 4 shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other entity or enterprise of which such person
is or was serving at the request of the Corporation as a director, officer,
employee or agent. The

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provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2, and in each case
Section 11, of this Article X, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article X, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2, and in each case Section 11, of this Article X. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Sections 1 or 2, and in each case Section 11, of this Article X, as the case may
be. Neither a contrary determination in the specific case under Section 3 of
this Article X nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article X.

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Section 7. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Article X shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, contract, vote of stockholders or disinterested
directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of the persons
specified in Sections 1 and 2 of this Article X shall be made to the fullest
extent permitted by law. The provisions of this Article X shall not be deemed to
preclude the indemnification of any person who is not specified in Sections 1 or
2 of this Article X but whom the Corporation has the power or obligation to
indemnify under the provisions of the DGCL, or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise 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 or
the obligation to indemnify such person against such liability under the
provisions of this Article X.

Section 9. Certain Definitions. For purposes of this Article X,
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 separate
existence had continued, would have had power and authority to indemnify its
directors or

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officers, so that any person who is or was a director or officer of such
constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity or enterprise, shall stand
in the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. For
purposes of this Article X, references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director or officer 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 X. For purposes of this Article X, the term
"officers" shall not include "Appointed Officers" as defined in Section 15 of
Article V.

Section 10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article X shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article X to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 hereof), the
Corporation shall not be obligated to indemnify any director or officer in
connection with a proceeding (or part thereof) initiated by such person unless

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such proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Corporation.

Section 12. Indemnification of Appointed Officers, Employees and
Agents. The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to Appointed Officers, employees and agents of the Corporation similar
to those conferred in this Article X to directors and officers of the
Corporation.

ARTICLE XI

AMENDMENT OF BY-LAWS

Section 1. Amendment of By-Laws. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of Directors as the case may
be. All such amendments must be approved by either the affirmative vote of the
holders of a majority in total number of votes of the outstanding capital stock
entitled to vote thereon or by a majority of the directors then in office.

Section 2. Entire Board of Directors. As used in this Article XI and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.

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ARTICLE XII

GENERAL PROVISIONS

Section 1. Seal. The Board of Directors shall approve a corporate seal
which shall be in the form of a circle and shall bear the name of the
Corporation, the year of its incorporation and the word "Delaware." The Seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be
determined and may be changed by resolution of the Board of Directors, and
unless and until otherwise so determined, shall be the calendar year.

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