8-K

                               UNITED STATES
                     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): November 4, 2004

                              NTL INCORPORATED
           (Exact name of registrant as specified in its charter)

      Delaware             File No. 000-22616                 52-1822078
     (State of          (Commission File Number)             (IRS Employer
   Incorporation)                                         Identification No.)

           909 Third Avenue, Suite 2863, New York, New York 10022
            (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code: (212) 906-8440



                             TABLE OF CONTENTS

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

SIGNATURES

Exhibit 3.2



Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

          On November 4, 2004, the Board of Directors (the "Board") of NTL
Incorporated (the "Company") amended Sections 4, 7, 8, 9, and 10 of Article
III of the Bylaws of the Company to provide that actions of the Board and
any Board committees must take place outside the United Kingdom. The
amendments to the Bylaws of the Company also established rules to determine
when a meeting is considered to be held outside the United Kingdom.
Previously the Bylaws of the Company provided that meetings of the Board
and Board committees must be held in the United States.

          Attached as Exhibit 3.2 to this filing is a copy of the amended
and restated Bylaws of the Company.



                                 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 hereunto duly authorized.

                                        NTL INCORPORATED


 Date:  November 10, 2004               By:      /s/ Jacques Kerrest
                                             ---------------------

                                             Name: Jacques Kerrest
                                             Title:Chief Financial Officer



                               EXHIBIT INDEX

Exhibit        Description
- -------        -----------

3.2            Amended and Restated Bylaws of the Registrant.

EX-3.2

                                                                EXHIBIT 3.2

                        AMENDED AND RESTATED BY-LAWS

                                     OF

                              NTL INCORPORATED

                   (hereinafter called the "Corporation")


                                 ARTICLE I

                                  OFFICES


Section 1. Registered Office. The registered office of the Corporation
shall be located at 9 East Loockerman Street, City of Dover, County of
Kent, in the State of Delaware 19901. The name of its registered agent at
that address is National Registered Agents, Inc.


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; provided however that the
Corporation shall maintain an office in the United States as its principal
place of business.


                                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 such time and place,
either within or without the State of Delaware as shall be designated from
time to time by the Board of Directors as stated in the notice of meeting
or in a duly executed waiver of notice thereof. If authorized by the Board
of Directors in its sole discretion, and subject to such guidelines and
procedures as the Board of Directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by
means of remote communication, (a) participate in a meeting of stockholders
and (b) be deemed present in person and vote at a meeting of stockholders
whether such meeting is to be held at a designated place or solely by means
of remote communication; provided that (i) the Corporation shall implement
reasonable measures to verify that each person deemed present and permitted
to vote at the meeting by means of remote communication is a stockholder or
proxyholder, (ii) the Corporation shall implement reasonable measures to
provide such stockholders and proxyholders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of
the meeting substantially concurrently with such proceedings and (iii) if
any stockholder or proxyholder votes or takes other action at the meeting
by means of remote communication, a record of such vote or other action
shall be maintained by the Corporation.


Section 2. Annual Meetings. 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 by a plurality vote a Board of
Directors (subject to the rights, if any, of the holders of shares of
preferred stock of the Corporation to nominate and elect a specified number
of directors as provided in the Certificate of Incorporation of the
Corporation, as amended and restated from time to time (the "Certificate of
Incorporation")), and transact such other business as may properly be
brought before the meeting in accordance with these amended and restated
by-laws of the Corporation, as amended and restated from time to time (the
"By-laws").


Section 3. Special Meetings. Except as otherwise required by applicable law
or by the Certificate of Incorporation, special meetings of stockholders
for any purpose or purposes may be called at any time solely by a majority
vote of the Board of Directors, the Chairman of the Board of Directors, the
President or a majority vote of a committee of the Board of Directors that
has been duly designated by the Board of Directors and whose powers and
authority include the power to call special meetings. Special meetings of
stockholders may not be called by any other person or persons.

Section 4. Advance Notification of Business to be Transacted at Meetings of
Stockholders. To be properly brought before the annual or any special
stockholders' meeting, business must be either (a) specified in the notice
of meeting (or any supplement or amendment thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), or (c) solely in the case of the annual meeting, otherwise
properly brought before the 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 4 and on the record date for the determination
of stockholders entitled to notice of and to vote at an annual meeting and
(ii) who complies with the notice procedures set forth in this Section 4.

          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 written notice to the Secretary of
the Corporation must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than seventy-five
(75) days nor more than ninety (90) days prior to the first anniversary of
the date of the immediately preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual meeting is
advanced more than thirty (30) days prior to or delayed by more than thirty
(30) days after the anniversary of the preceding year's annual meeting, to
be timely, notice by the stockholder must be so received not later than the
close of business on the tenth (10th) day following the day on which notice
of the date of the annual meeting was mailed or public disclosure of the
date of the annual meeting is first given or made (which for this purpose
shall include any and all filings of the Corporation made on the EDGAR
system of the Securities and Exchange Commission or any similar public
database maintained by the Securities and Exchange Commission), whichever
first occurs.

          To be in proper written form, a stockholder's notice to the
Secretary of the Corporation 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 meeting and
the reasons for conducting such business at the meeting, (ii) the name and
record address of such stockholder proposing such business, (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 meeting to bring
such business before the meeting.

          Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at the annual or any special stockholders'
meeting except business brought before the meeting in accordance with the
procedures set forth in this Section 4; provided, however, that, once
business has been properly brought before the meeting in accordance with
such procedures, nothing in this Section 4 shall be deemed to preclude
discussion by any stockholder of any such business. The officer of the
Corporation presiding at the meeting shall, if the facts warrant, determine
and declare to the meeting that the business was not properly brought
before the meeting in accordance with the provisions of this Section 4, and
if such officer shall so determine, such officer shall so declare to the
meeting that any such business not properly brought before the meeting
shall not be transacted.


Section 5. Advance Notification of Nomination of Directors. 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
rights, if any, of the holders of shares 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 5 and on the record date for the determination of
stockholders entitled to notice of and to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 5.

          In addition to any other applicable requirements, for a
nomination 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 written notice to the Secretary of
the Corporation must be delivered to or mailed and received at the
principal executive offices of the Corporation, in the case of: (x) an
annual meeting, not less than seventy-five (75) days nor more than ninety
(90) days prior to the first anniversary of the date of the immediately
preceding year's annual meeting of stockholders; provided, however, that if
the date of the annual meeting is advanced more than thirty (30) days prior
to or delayed by more than thirty (30) days after the anniversary of the
preceding year's annual meeting, to be timely, notice by the stockholder
must be so received not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting
is first given or made (which for this purpose shall include any and all
filings of the Corporation made on the EDGAR system of the Securities and
Exchange Commission or any similar public database maintained by the
Securities and Exchange Commission), whichever first occurs; and (y) 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 is first
given or made (which for this purpose shall include any and all filings of
the Corporation made on the EDGAR system of the Securities and Exchange
Commission or any similar public database maintained by the Securities and
Exchange Commission).

          To be in proper written form, a stockholder's notice to the
Secretary of the Corporation 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 proposing such nomination, (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
nomination(s) 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 or referred to as a nominee and to serve as
a director if elected. The Corporation may require any proposed nominee to
furnish such other information (which may include meetings to discuss the
information) as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation.

          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 5. The officer of the Corporation presiding at the meeting
shall, if the facts warrant, determine and declare to the meeting that the
nomination was defective in accordance with the provisions of this Section
5, and if such officer shall also determine, such officer shall so declare
to the meeting that any such defective nomination shall be disregarded.


Section 6. Notice. Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given
which shall state the place, if any, date and hour of the meeting, the
means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled
to notice of and to vote at such meeting. At a special meeting of
stockholders, only such business as is stated in such notice (or any
supplement or amendment thereto) shall be acted upon thereat.


Section 7. Quorum. Except as otherwise required by applicable law or by the
Certificate of Incorporation, the holders of a majority 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 stockholders entitled
to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, in the manner provided in
Section 8 of this Article II.


Section 8. Adjournments. Any meeting of the stockholders may be adjourned
from time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place, if
any, thereof or the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and
vote at such meeting are announced at the meeting at which the adjournment
is taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be sent to each stockholder of record entitled to notice of
and to vote at the meeting in accordance with the requirements of Section 6
of this Article II.


Section 9. Voting. Except as otherwise required by applicable law or by the
Certificate of Incorporation, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the
vote of the holders of a majority of the stock represented and entitled to
vote thereat, voting as a single class. Except as otherwise provided in the
Certificate of Incorporation and subject to Section 5 of Article V of these
By-laws, each stockholder represented at a meeting of stockholders shall be
entitled to cast one (1) vote for each share of the capital stock entitled
to vote thereat held by such stockholder. Such votes may be cast in person
or by proxy as provided in Section 10 of this Article II. The Board of
Directors, in its discretion, or the officer of the Corporation presiding
at a meeting of the stockholders, in such officer's discretion, may require
that any votes cast at such meeting be cast by written ballot.


Section 10. Proxies. Each stockholder entitled to vote at a meeting of the
stockholders may authorize another person or persons to act for such
stockholder as proxy but no proxy shall be voted on after three (3) years
from its date, unless such proxy provides for a longer period. Without
limiting the manner in which a stockholder may authorize another person or
persons to act for such stockholder as proxy, the following shall
constitute a valid means by which a stockholder may grant such authority:

               (a) A stockholder may execute a writing authorizing another
person or persons to act for such stockholder as proxy. Execution may be
accomplished by the stockholder or such stockholder's authorized officer,
director, employee or agent signing such writing or causing such person's
signature to be affixed to such writing by any reasonable means, including,
but not limited to, by facsimile signature.

               (b) A stockholder may authorize another person or persons to
act for such stockholder as proxy by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic
transmission to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like agent
duly authorized by the person who will be the holder of the proxy to
receive such telegram, cablegram or other means of electronic transmission;
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from
which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. If it is determined that
such telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information upon which they relied.

          Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission authorizing another person or
persons to act as proxy for a stockholder may be substituted or used in
lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used; provided that
such copy, facsimile telecommunication or other reliable reproduction shall
be a complete reproduction of the entire original writing or transmission.


Section 11. 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 (10) 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 of the Corporation registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting
(a) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the
notice of the meeting or (b) during ordinary business hours, at the
principal place of business of the Corporation. This list need not include
electronic mail addresses or other electronic contact information. In the
event that the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure
that such information is available only to stockholders of the Corporation.
If the meeting is to be held at a place, then the list shall be produced
and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the
meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the
whole time of the meeting on a reasonably accessible electronic network,
and the information required to access such list shall be provided with the
notice of the meeting.


Section 12. 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 11 of this Article II or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.


Section 13. Conduct of Meetings. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of any meeting of the
stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations adopted by the Board of
Directors, the Chairman of any meeting of the stockholders shall have the
right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such Chairman, are appropriate
for the proper conduct of the meeting. Such rules, regulations or
procedures, whether adopted by the Board of Directors or prescribed by the
Chairman of the meeting, may include, without limitation, the following:
(a) the establishment of an agenda or order of business for the meeting;
(b) the determination of when the polls shall open and close for any given
matter to be voted upon at the meeting; (c) rules and procedures for
maintaining order at the meeting and the safety of those present; (d)
limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the Chairman of the meeting
shall determine; (e) restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (f) limitations on the time
allotted to questions or comments by participants.


Section 14. Inspectors of Election. In advance of any meeting of the
stockholders, the Board of Directors, or, if authorized by resolution of
the Board of Directors, the Chairman or the President, shall appoint one or
more inspectors to act at the meeting and make a written report thereof.
One or more other persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is
able to act at a meeting of the stockholders, the Chairman of the meeting
shall appoint one or more inspectors to act at the meeting. Unless
otherwise required by applicable law, inspectors may be officers, employees
or agents of the Corporation; provided that no director or candidate for
the office of director shall act as an inspector of an election of
directors. Each inspector, before entering upon the discharge of the duties
of inspector, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of such
inspector's ability. The inspector shall have the duties prescribed by
applicable law and 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 applicable law.


Section 15. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, 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 shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the
close of business on the day preceding the day on which notice is given. A
determination of stockholders of record entitled to notice of or to vote at
a meeting of the 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.


                                ARTICLE III

                                 DIRECTORS


Section 1. Election of Directors. Subject to the rights, if any, of the
holders of shares of preferred stock of the Corporation as provided in the
Certificate of Incorporation, and except as provided in Section 2 of this
Article III, directors shall be elected by a plurality of the votes cast at
each annual meeting of stockholders and entitled to vote on the election of
directors, and each director so elected shall hold office as provided by
Article V of the Certificate of Incorporation. A majority of the Board of
Directors shall consist of members who are resident and primarily working
in the United States.


Section 2. Vacancies. Except as otherwise required by applicable law or by
the Certificate of Incorporation, any vacancy on the Board of Directors,
howsoever resulting, may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected except in the case a director elected by a class or series of
preferred stock of the Corporation, which shall be governed by the
provisions of the Certificate of Incorporation. A majority of the Board of
Directors shall consist of members who are resident and primarily working
in the United States.


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


Section 4. Meetings. The Board of Directors may hold meetings, both regular
and special, either within or without the State of Delaware; provided that
any meeting at which decisions are to be taken shall be held outside of the
United Kingdom or such decisions shall be later ratified at a meeting held
outside of the United Kingdom; for these purposes a meeting shall be deemed
to be held outside of the United Kingdom if a majority of the persons
attending the meeting are physically present in a country outside of the
United Kingdom. Subject to the foregoing, regular meetings of the Board of
Directors may be held without notice at such time and at such place as may
from time to time be determined by the Board of Directors. Special meetings
of the Board of Directors may be called by the Chairman of the Board of
Directors, the President or by a majority vote of the Board of Directors.
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 (48) hours
before the date of the meeting, or personally or by telephone, telegram,
telex or similar means of communication on twenty-four (24) hours' notice,
or on such shorter notice as the person or persons calling such meeting may
deem necessary or appropriate in the circumstances.


Section 5. Organization. At each meeting of the Board of Directors, the
Chairman of the Board of Directors, or, in his or her 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 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 6. Resignations and Removals of Directors. Any director of the
Corporation may resign at any time, by giving notice in writing or by
electronic transmission 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. Subject to
the rights, if any, of the holders of shares of preferred stock of the
Corporation as provided in the Certificate of Incorporation, any or all of
the directors may be removed from office at any time, but only for cause
and only by the affirmative vote of the holders of two-thirds (66 2/3%) of the
outstanding shares of the Corporation then entitled to vote generally in
the election of directors, considered for purposes of this Section 6 as one
class.


Section 7. Quorum; Action of the Board of Directors. Except as otherwise
required by applicable law or by the Certificate of Incorporation, 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, and notice of the time
and place of any such adjourned meeting shall be given to all of the
directors unless such time and place were announced at the meeting at which
the adjournment was taken, in which case such notice shall only be given to
the directors who were not present thereat.


Section 8. Action by Written Consent. 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 such committee, other than members who are ex officio, as the
case may be, consent thereto in writing or by electronic transmission, and
the writing or writings or electronic transmission or transmissions are
filed with the minutes of proceedings of the Board of Directors or such
committee; provided that a majority of the consenting directors have (or in
the event that there are only two consenting directors, at least one such
director has) executed their consents at a time when they were present in a
country other than the United Kingdom. Such filing shall be in paper form
if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.


Section 9. Meetings by Means of Conference Telephone. Members of the Board
of Directors of the Corporation, or any committee duly 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 other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to
this Section 9 shall constitute presence in person at such meeting; for
these purposes a meeting will be deemed to be held outside of the United
Kingdom if a majority of the persons attending the meeting are physically
present in a country outside of the United Kingdom.


Section 10. Committees. The Board of Directors shall have as permanent
committees an Executive Committee, Audit Committee and Compensation
Committee, the operation of which Committees shall be governed by their
respective Charters. A majority of each Committee shall consist of members
(including ex officio members) who are resident and primarily working in
the United States; for any Committee with less than three members, a single
member shall constitute a majority for these purposes. No members of such
Committees may be removed from such Committees except by unanimous vote of
the full Board of Directors. The Board of Directors also may designate one
or more other committees, each such committee to consist of one or more of
the directors of the Corporation. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent permitted by applicable law and
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Unless the Board of Directors or such committee shall otherwise
provide, regular and special meetings and other actions of any committee
shall be governed by the provisions of this Article III applicable to
meetings and actions of the Board of Directors. Each committee shall keep
regular minutes and report to the Board of Directors on a regular basis.


Section 11. Fees and Compensation. The directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board of
Directors. Subject to applicable law and the rules and regulations of any
securities exchange, inter-dealer quotation system or regulated quotation
service on which securities of the Corporation are listed or admitted for
trading, no such payment shall preclude any director from serving the
Corporation or any subsidiary or affiliate thereof in any other capacity
and receiving compensation therefore. Subject to applicable law and the
rules and regulations of any securities exchange, inter-dealer quotation
system or regulated quotation service on which securities of the
Corporation are listed or admitted for trading, members of special or
standing committees may be allowed compensation for service as committee
members, such compensation to be determined by the Board of Directors or a
separate committee thereof.


Section 12. Interested Directors; Quorum. 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 any such
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 any such director's or officer's votes are
counted for such purpose if: (a) the material facts as to such director's
or officer's 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 (b) the material facts as to such director's or officer's 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 (c) the contract or transaction is fair as to the
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

                                  OFFICERS


Section 1. General. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer. The Board of Directors, in its discretion, may
also choose a Chairman of the Board of Directors (who must be a director)
and Assistant Secretaries, Assistant Treasurers and other officers. Such
officers as the Board of Directors may choose shall perform such duties and
have such powers as from time to time may be assigned to them by the Board
of Directors. The Board of Directors may delegate to any other officer of
the Corporation the power to choose such other officers and to prescribe
their respective duties and powers. Any number of offices may be held by
the same person, unless otherwise prohibited by applicable law, the
Certificate of Incorporation or these By-laws. The officers of the
Corporation need not be stockholders of the Corporation nor, except in the
case of the Chairman of the Board of Directors, need such officers be
directors of the Corporation.


Section 2. Election of Officers; Vacancies; and Resignations and Removals.
The Board of Directors shall elect the officers of the Corporation, who
shall be subject to the control of the Board of Directors and shall hold
their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of
Directors, and each officer of the Corporation shall hold office until such
officer's successor is chosen and qualified, or until their earlier death,
resignation, retirement, disqualification or removal from office. Any
officer elected by the Board of Directors may be removed at any time, with
or without cause, by the Board of Directors, subject to the terms and
conditions of any employment or other agreement of such officer with the
Corporation. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or a committee
thereof. Any officer of the Corporation may resign at any time, by giving
notice in writing or by electronic transmission 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.


Section 3. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name
of and on behalf of the Corporation by the President or any Vice President
or any other officer authorized to do so by the Board of Directors and any
such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation (or take action
by written consent) in which the Corporation may own securities and at any
such meeting (or when taking such action by written consent) shall possess
and may exercise any and all rights and power incident to the ownership of
such securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present (or in its action by written consent).
The Board of Directors may, by resolution, from time to time confer like
powers upon any other person or persons.


                                 ARTICLE V

                                   STOCK


Section 1. Form of Certificates. 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 (a) Chairman or Vice Chairman of the Board of Directors,
the President or a Vice President of the Corporation and (b) Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by such stockholder in
the Corporation. If the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications,
limitations or restriction 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, or
in the case of uncertificated shares of stock, in the notice sent pursuant
to Section 151(f) of the Delaware General Corporation Law (the "DGCL");
provided that, except as otherwise provided in 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, or in the case of uncertificated shares of stock,
in the notice sent pursuant to Section 151(f) of the DGCL, a statement that
the Corporation will furnish without charge to each stockholder who so
requests the 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.


Section 2. Signatures. Any or all of the signatures on a certificate may be
a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or
registrar at the date of issue.


Section 3. Lost 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 a written affidavit delivered to the Corporation 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 such owner's legal representative, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond or provide an indemnity to the Corporation in such sum
as the Corporation may direct as indemnity against any claim that may be
made against the Corporation on account of the alleged loss, theft or
destruction of such certificates or the issuance of such new certificate.


Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by applicable law, any agreement among the stockholders
of the Corporation and the Corporation (if a party), the Certificate of
Incorporation and 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 attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, 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 "Cancelled," with the date of cancellation, by
the Secretary or Assistant Secretary of the Corporation or the transfer
agent thereof. No transfer of stock shall be valid as against the
Corporation for any purpose until it shall have been entered in the stock
records of the Corporation by an entry showing from and to whom it was
transferred and any other material information.


Section 5. Dividend Record Date. In order that the Corporation may
determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders 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, and which
record date shall be not more than sixty (60) days prior to such action. If
no record date is fixed, the record date for determining stockholders for
any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.


Section 6. Record 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 applicable law.


Section 7. 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.


                                ARTICLE VI

                                  NOTICES


Section 1. Notices. Whenever written notice is required by applicable 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, 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 telegram, telex, cable or
facsimile transmission.


Section 2. Waivers of Notice. Whenever any notice is required by applicable
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 or on behalf of the person or persons entitled to said
notice, or a waiver by electronic transmission by or on behalf of the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person
at a meeting, present in 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. Neither the business to be transacted at, nor
the purpose of, any annual or special meeting of stockholders or any
regular or special meeting of the directors or members of a committee of
directors need be specified in any written waiver of notice unless so
required by applicable law, the Certificate of Incorporation or these
By-Laws.


                                ARTICLE VII

                 Indemnification of Directors and Officers


Section 1. Power to Indemnify in Actions, Suits or Proceedings other than
those by or in the Right of the Corporation. Each person who was or is a
party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), other than an action by or in the right of the Corporation,
by reason of the fact that such person or a person of whom such person is
the legal representative is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL as the same exists
or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide
broader indemnification rights than the DGCL permitted the Corporation to
provide immediately prior to such amendment) 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 such
person's conduct was unlawful and the termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which 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,
against all expense, liability and loss (including attorneys' fees,
judgments, fines or penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors, administrators and legal
representatives.


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 VII, the
Corporation shall indemnify and hold harmless to the fullest extent
authorized by the DGCL as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than the
DGCL permitted the Corporation to provide immediately prior to such
amendment) any person who was or is a party or is threatened to be made a
party to or is involved in any threatened, pending or completed proceeding
by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person or a person of whom such person is the
legal representative is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent,
against all expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith 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 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 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 expenses
which the Court of Chancery of the State of Delaware shall deem proper.


Section 3. Procedure. To obtain indemnification under this Article VII
(unless ordered by a court), a claimant shall submit to the Corporation a
written request (hereinafter a "demand"), including therein or therewith
such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what
extent the claimant is entitled to indemnification. Upon written demand by
a claimant for indemnification pursuant to the first sentence of this
Section 3, a determination shall be made as to whether indemnification of
the claimant is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VII, as the case may be. With respect to a person who is a director
or officer at the time of determination, the determination of the
claimant's entitlement to indemnification shall be made as follows (i) by a
majority vote of the Disinterested Directors (as defined in Section 11 of
this Article VII) who are not parties to such proceeding, even though less
than a quorum, or (ii) by a committee of Disinterested Directors designated
by a majority vote of Disinterested Directors, even though less than a
quorum, or (iii) if there are no Disinterested Directors, or if the
Disinterested Directors so direct, by Independent Counsel (as defined in
Section 11 of this Article VII) in a written opinion (a copy of which will
be delivered to the claimant), or (iv) by the stockholders. With respect to
former directors and officers and any other persons entitled to
indemnification pursuant to this Article VII, the determination shall be
made by any person or persons having the authority to act on the matter on
behalf of the Corporation. To the extent, however, that a present or former
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any 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. If it is so determined that the
claimant is entitled to indemnification, payment to the claimant shall be
made within twenty (20) days after such determination. The right to
indemnification conferred in this Article VII shall be a contract right and
shall, subject to applicable law, include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the
Corporation within twenty (20) days after the receipt by the Corporation of
a statement or statements (setting forth in reasonable detail an itemized
account of amounts due) from the claimant (or a statement from a third
party for services rendered to the claimant) requesting such advance or
advances from time to time; provided, however, that if the DGCL requires,
the payment of such expenses incurred by a director or officer in such
person's capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or
officer) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to
be indemnified under this Article VII or otherwise. Notwithstanding
anything to the contrary contained in this Article VII (including Section
13 of this Article VII), no demand on the Corporation will be required for
a claimant seeking to enforce his right to indemnification and advancement
of expenses under this Article VII.


Section 4. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VII, and
notwithstanding the absence of any determination thereunder, any director
or officer may apply to the Court of Chancery of the State of Delaware or
any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or
Section 2 of this Article VII. 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 standard of conduct set forth in Section 1 or Section 2 of this
Article VII, as the case may be. Neither a contrary determination in the
specific case under Section 3 of this Article VII 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 4 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 5. Remedies for Non-Payment. If a claim under Section 1 or Section
2 of this Article VII is not paid in full by the Corporation within thirty
(30) days after a demand pursuant to Section 3 of this Article VII has been
received by the Corporation (or if demand is excused pursuant to Section 3
of this Article VII, thirty (30) days after written notice to the
Corporation), the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. It shall be a
defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct set forth in Section 1 or Section 2 of this Article VII, as the
case may be, but the burden of proving such defense shall be on the
Corporation.


Section 6. Binding Effect. If a determination shall have been made pursuant
to Section 1 or Section 2 of this Article VII that the claimant is entitled
to indemnification, the Corporation shall be bound by such determination in
any judicial proceeding commenced pursuant to Section 4 of this Article
VII. The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to Section 4 of this Article VII that the
procedures and presumptions of this Article VII are not valid, binding and
enforceable and shall stipulate in such proceeding that the Corporation is
bound by all the provisions of this Article VII.


Section 7. Remedy Not Exclusive. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article VII shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, the By-Laws,
agreement, policy, vote of stockholders or Disinterested Directors or
otherwise. No repeal or modification of this Article VII shall in any way
diminish or adversely affect the rights of any director, officer, employee
or agent of the Corporation hereunder in respect of any occurrence or
matter arising prior to any such repeal or modification. The provisions of
this Article VII shall not be deemed to preclude the indemnification of any
person who is not specified in this Article VII 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,
at its expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL. To the
extent that the Corporation maintains any policy or policies providing such
insurance, each such director or officer, and each such employee or agent
to which rights to indemnification have been granted as provided in Section
9 of this Article VII, shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage
thereunder for any such director, officer, employee or agent.


Section 9. Employees and Agents. The Corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification, and, subject to applicable law, rights to be paid by the
Corporation the expenses incurred in defending any proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article VII with respect to the
indemnification and advancement of expenses of directors and officers of
the Corporation.


Section 10. Savings Clause. If any provision or provisions of this Article
VII shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article VII (including, without limitation, each portion
of any paragraph of this Article VII containing any such provision held to
be invalid, illegal or unenforceable, that is not itself held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (b) to the fullest extent possible, the provisions of
this Article VII (including, without limitation, each such portion of any
paragraph of this Article VII containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.


Section 11. Definitions. For purposes of this Article VII:

               (a) 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 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 or other
enterprise shall stand in the same position under the provisions of this
Article VII 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;

               (b) the term "another enterprise" as used in this Article
VII shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such person is or
was serving at the request of the Corporation as a director, officer,
employee or agent;

               (c) references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan;

               (d) references to "serving at the request of the
Corporation" shall include, among other matters, 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;

               (e) 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 VII;

               (f) "Disinterested Director" shall mean a director of the
Corporation who is not and was not a party to the matter in respect of
which indemnification is sought by the claimant; and

               (g) "Independent Counsel" shall mean a law firm, a member of
a law firm, or an independent practitioner, that is experienced in matters
of corporation law of the jurisdiction in which the Corporation was
domiciled at the time the subject matter of the proceedings first occurred
or was made known to the Disinterested Directors and shall include any
person who, under the applicable standards of professional conduct then
prevailing, would not have a conflict of interest in representing either
the Corporation or the claimant in an action to determine the claimant's
rights under this Article VII.


Section 12. Notices. Any notice, request or other communication required or
permitted to be given to or made by the Corporation under this Article VII
shall be in writing and either delivered in person or sent by telecopy,
telex, telegram, overnight mail or courier service, or certified or
registered mail, postage prepaid, return receipt requested, to the
Secretary of the Corporation or to the claimant at the address or facsimile
number provided to the Corporation and shall be effective only upon receipt
by the Secretary or the claimant, as the case may be.


Section 13. Limitation on Indemnification. Notwithstanding anything
contained in this Article VII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 3 of
this Article VII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part
thereof) was authorized or consented to by the Board of Directors of the
Corporation pursuant to Section 3 of this Article VII.


                               ARTICLE VIII

                             GENERAL PROVISIONS


Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the requirements of the DGCL and the provisions of the
Certificate of Incorporation, if any, may be declared by the Board of
Directors out of funds legally available therefor at any regular or special
meeting of the Board of Directors (or any action by written consent in lieu
thereof in accordance with these By-laws). Dividends 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, 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 2. Disbursements. All checks, drafts or demands for money and notes
of the Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.


Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.


Section 4. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.


Section 5. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments,
and such authority may be general or confined to specific instances.


Section 6. Reliance upon Books, Reports and Records. Each director, each
member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties,
be fully protected in relying in good faith upon the books of account or
other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers
or employees, or committees of the Board of Directors so designated, or by
any other person as to matters which such director or officer reasonably
believes are within such other person's professional or expert competence
and who has been selected with reasonable care by or on behalf of the
Corporation.


SECTION 7. Time Periods. In applying any provision of these By-laws which
requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of
the doing of the act shall be excluded, and the day of the event shall be
included.


                                 ARTICLE IX

                                 AMENDMENTS


Section 1. Amendments. These By-laws may be repealed, altered, amended or
rescinded, in whole or in part, or new By-laws may be adopted by either the
affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%)
of the outstanding capital stock of the Corporation entitled to vote
thereon or by a majority of the entire Board of Directors.


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

Amended and Restated as of: November 4, 2004