BY-LAWS, AS AMENDED

Exhibit 3.2

ADVANCED MICRO DEVICES, INC.

BYLAWS
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(AS AMENDED)

ARTICLE I
OFFICES

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

Section 2. 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 or the business of the Corporation may require.

ARTICLE II
MEETING OF STOCKHOLDERS

Section 1. 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 with respect to the right of
holders of preferred shares of the Corporation to nominate and elect a specified
number of directors in certain circumstances.

(a) Annual Meetings of Stockholders. (1) Nominations of persons
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for election to the Board of Directors of the Corporation may be made at an
annual meeting of stockholders only (i) pursuant to the Corporation's notice of
meeting delivered pursuant to Article II, Section 3 of these Bylaws (or any
supplement thereto), (ii) by or at the direction of the Board (or any duly
authorized committee thereof) or the Chairman of the Board or (iii) by any
stockholder of the Corporation who was a stockholder of record of the
Corporation at the time the notice provided for in this Section is delivered to
the Secretary of the Corporation, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in subparagraphs (2) and (3) of
this paragraph (a) of this Section.

(2) For nominations to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section, the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than sixty (60) nor more than ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting of stockholders; provided,
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however, that in the event that the annual meeting is called for a date that is
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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

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tenth day following the day on which the first public announcement of the
date of the annual meeting was made or the notice of the meeting was mailed,
whichever first occurs. In no event shall the public announcement of an
adjournment or postponement of an annual meeting of stockholders commence a new
time period (or extend any time period) for the giving of a stockholder's notice
as described above. The stockholder's notice shall contain, at a minimum, the
information set forth in paragraph (c) of this Section. For purposes of this
Section, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section to the contrary, in the event that the number
of directors to be elected to the Board of the Corporation at an annual meeting
is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board at
least one hundred days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

(b) Special Meetings of Stockholders. Only such business shall be
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conducted at a special meeting of stockholders as shall have been described in
the Corporation's notice of meeting given pursuant to Article II, Section 3 of
these Bylaws. To the extent such business includes the election of directors,
nominations of persons for election to the Board may be made at a special
meeting of stockholders only (i) by or at the direction of the Board (or any
duly authorized committee thereof) or the Chairman of the Board, or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time the
notice provided for in this paragraph (b) of this Section is delivered to the
Secretary of the Corporation, who is entitled to vote at the special meeting and
who gives timely notice in writing by the Secretary of the Corporation. The
stockholder's notice shall contain, at a minimum, the information set forth in
paragraph (c) of this Section. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting. In no event shall
the public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.

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(c) Contents of Stockholder's Notice. Any stockholder's notice
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required by this Section shall set forth as to each person whom the stockholder
proposes to nominate for election or reelection as a director (i) the name, age,
nationality, business address and residence address of the person, (ii) the
principal occupation and 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. Such stockholder's notice further shall set forth as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder and of such beneficial owner, as they appear on the Corporation's
books, (ii) the class and number of shares of capital stock of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, as to the stockholder giving the notice, (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 annual meeting to nominate the person named in its notice, (v) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends to (1) deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the Corporation's outstanding
capital stock required to elect the nominee and/or (2) otherwise solicit proxies
from stockholders in support of such nomination, and (vi) any other information
relating to such stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.

(d) Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible to be elected at an
annual or special meeting of stockholders of the Corporation to serve as
directors. Except as otherwise provided by law, the chair of the meeting shall
have the power and duty to determine (i) whether a nomination to be brought
before an annual or special meeting was made in accordance with the procedures
set forth in this Section and (ii) if any proposed nomination is not in
compliance with this Section (including whether the stockholder or beneficial
owner, if any, on whose behalf the nomination is made solicits (or is part of a
group which solicits), or fails

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to so solicit (as the case may be), proxies in support of such stockholder's
nominee in compliance with such stockholder's representation as required by
paragraph (c) of this Section, to declare that such nomination shall be
disregarded.

Section 2. The annual meeting of stockholders shall be held each year on a
date and at a time designated by the Board of Directors. At the meeting,
directors shall be elected and any other business properly brought before the
meeting pursuant to these Bylaws may be transacted.

Section 3. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given that shall
state the place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
written notice of any meeting 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 vote at such meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at the stockholder's address as it appears on the records of the
Corporation.

Section 4. The officer 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 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, 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 who is
present.

Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the chairman and shall be called by the chairman
or secretary at the request in writing of a majority of the Board of Directors.

Section 6. No business shall be transacted at a meeting of stockholders
except in accordance with the following procedures.

(a) Annual Meetings of Stockholders. (1) The proposal of business
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to be considered by the stockholders may be made at an annual meeting of
stockholders only (i) pursuant to the Corporation's notice of meeting

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delivered pursuant to Article II, Section 3 of these Bylaws (or any supplement
thereto), (ii) by or at the direction of the Board (or any duly authorized
committee thereof) or (iii) by any stockholder of the Corporation who was a
stockholder of record of the Corporation at the time the notice provided for in
subparagraph (2) of this paragraph (a) of this Section is delivered to the
Secretary of the Corporation, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in subparagraphs (2) and (3) of
this paragraph (a) of this Section.

(2) For business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section, the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such business must otherwise be a proper matter
for stockholder action as determined by the Board. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than sixty (60) 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 day following the day
on which the first public announcement of the date of the annual meeting was
made or the notice of the meeting was mailed, whichever first occurs. In no
event shall the public announcement of an adjournment or postponement of an
annual meeting of stockholders commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. The
stockholder's notice shall contain, at a minimum, the information set forth in
paragraph (c) of this Section. For purposes of this Section, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(b) Special Meeting of Stockholders. Only such business shall be
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conducted at a special meeting of stockholders as shall have been described in
the Corporation's notice of meeting given pursuant to Article II, Section 3 of
these Bylaws.

(c) Contents of Stockholder's Notice. Any stockholder's notice
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required by this Section shall set forth for each item of business that the
stockholder proposes for consideration (i) a description of the business desired
to be brought before the stockholder meeting, (ii) the text of the proposal or
business (including the text on any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the Bylaws of the
Corporation, the language of the proposed amendment), (iii) the reasons for
conducting such business at the stockholder meeting, ((iv) and any material

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interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made and (v) any other information relating to
the stockholder, the beneficial owner, or proposed business that would be
required to be disclosed in a proxy statement or other filings in connection
with solicitations of proxies relating to the proposed item of business pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such stockholder's notice further shall set forth as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the proposal is made (i) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner, (ii) the class
and number of shares of capital stock of the Corporation which are owned
beneficially and of record of such stockholder and such beneficial owner, (iii)
a description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) pursuant to which the
proposals are to be made by such stockholder, (iv) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to
propose the items of business set forth in the notice, (v) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to (1) deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation's outstanding capital
stock required to approve or adopt the proposal and/or (2) otherwise solicit
proxies from stockholders in support of such proposal, and (vi) any other
information relating to such stockholder, beneficial owner, or proposed business
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies in support of
such proposal pursuant to Section 14 of the Exchange Act, and the rules and
regulations promulgated thereunder. The Corporation may require the stockholder
to furnish such other information as it may reasonably require to determine
whether each proposed item of business is a proper matter for stockholder
action.

(d) Except as otherwise provided by law, the chair of the meeting
shall have the power and duty to (i) determine whether any business proposed to
be brought before an annual or special meeting was proposed in accordance with
the procedures set forth in this Section and (ii) if any proposed business is
not in compliance with this Section (including whether the stockholder or
beneficial owner, if any, on whose behalf the proposal is made solicits (or is
part of a group which solicits), or fails to so solicit (as the case may be),
proxies in support of such stockholder's proposal in compliance with such
stockholder's representation as required by paragraph (c) of this Section, to
declare that such proposed business shall not be transacted.

(e) Notwithstanding the foregoing provisions of this Section 2.4, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect
any

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rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 7. Any meeting of stockholders, annual or special, may be
adjourned solely by the chair of the meeting from time to time to reconvene at
the same or some other time, date and place. The stockholders present at a
meeting shall not have authority to adjourn the meeting. Notice need not be
given of any such adjourned meeting if the time, date and place thereof are
announced at the meeting at which the adjournment is taken. If the time, date
and place of the adjourned meeting are not announced at the meeting at which the
adjournment is taken, then the Secretary of the Corporation shall give written
notice of the time, date and place of the adjourned meeting not less than ten
(10) days prior to the date of the adjourned meeting. The provisions of Article
II, Section 3 of these Bylaws shall govern the delivery of such notice.

At an adjourned meeting at which a quorum is present, the stockholders may
transact any business which might have been transacted at the original meeting.
Once a share is represented for any purpose at a meeting, it shall be present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for the adjourned
meeting. A new record date must be set only if the meeting is adjourned in a
single adjournment to a date more than 120 days after the original date fixed
for the meeting. If after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting consistent with
the new record date.

Section 8. The holders of a majority of the 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 except as otherwise provided by statute or by the Certificate. When a
quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which
by express provision of applicable law, rule or regulation or of the
Certificate, different vote is requirement in which case such express provision
shall govern and control the decision of such question.

Section 9. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

Section 10. (a) Every written consent purporting to take or authorize the
taking of corporate action and/or related revocations (each such written consent
and related revocation is referred to in this Section as a "Consent") shall

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bear the date of signature of each stockholder who signs the Consent, and no
Consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the earliest dated Consent delivered in the manner
required by this Section, Consents signed by a sufficient number of stockholders
to take such action are so delivered to the Corporation.

(b) A Consent shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware or to the Secretary
of the Corporation at the Corporation's principal place of business. Delivery to
the Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested. In the event of the delivery to the
Corporation of a Consent, the Secretary of the Corporation shall provide for the
safe-keeping of such Consent and shall promptly conduct such ministerial review
of the sufficiency of the Consents and of the validity of the action to be taken
by stockholder consent as the Secretary deems necessary or appropriate,
including, without limitation, whether the holders of a number of shares having
the requisite voting power to authorize or take the action specified in the
Consent have given consent; provided, however, that if the corporate action to
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which the Consent relates is the removal or replacement of one or more members
of the Board of Directors, the Secretary of the Corporation shall promptly
designate two persons, who shall not be members of the Board of Directors, to
serve as Inspectors with respect to such Consent and such Inspectors shall
discharge the functions of the Secretary of the Corporation under this Section.
If after such investigation the Secretary or the Inspectors (as the case may be)
shall determine that the Consent is valid and that the action therein specified
has been validly authorized, that fact shall forthwith be certified on the
records of the Corporation kept for the purpose of recording the proceedings of
meetings of stockholders, and the Consent shall be filed in such records, at
which time the Consent shall become effective as stockholder action. In
conducting the investigation required by this Section, the Secretary or the
Inspectors (as the case may be) may, at the expense of the Corporation, retain
special legal counsel and any other necessary or appropriate professional
advisors, and such other personnel as they may deem necessary or appropriate to
assist them, and shall be fully protected in relying in good faith upon the
opinion of such counsel or advisors.

(c) No action by written consent without a meeting shall be effective
until such date as the Secretary or the Inspectors (as the case may be) certify
to the Corporation that the Consents delivered to the Corporation in accordance
with this Section represent at least the minimum number of votes that would be
necessary to take action.

(d) Nothing contained in this Section shall in any way be construed to
suggest or imply that the Board of Directors or any stockholder shall not be
entitled to contest the validity of any Consent or revocation thereof, whether
before or after such certification by the Secretary or the Inspectors, or to
take any other action (including, without limitation, the commencement,

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prosecution, or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).

Section 11. Meetings of stockholders shall be presided over by the
Chairman of the Board or by another chair designated by the Board of Directors.
The date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting shall be determined by the
chair of the meeting and announced at the meeting. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the chair
of any meeting of stockholders shall have the exclusive right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgement of such chair, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the chair of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) 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 chair of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof, and (v) limitations on the time allotted to questions
or comments by participants. Unless and to the extent determined by the Board of
Directors or the chair of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

Section 12. Any previously scheduled annual or special meeting of the
stockholders may be postponed, and any previously scheduled annual or special
meeting of the stockholders called by the Board may be canceled, by resolution
of the Board upon public notice given prior to the time previously scheduled for
such meeting of stockholders. The Board of Directors in its discretion may set a
new record date for the postponed meeting. The Board of Directors shall be
required to set a new record date for the postponed meeting only if the meeting
is postponed in a single postponement to a date more than 120 days after the
original date fixed for the meeting. If after the postponement a new record date
is fixed for the postponed meeting, notice of the postponed meeting shall be
given to each stockholder of record entitled to vote at the postponed meeting
consistent with the new record date.

Section 13. The Board of Directors may, and shall if required by law, in
advance of any meeting of stockholders, appoint one or more inspectors of
election, who may be employees of the Corporation, to act at the meeting or any
adjournment thereof and to make a written report thereof. The Board of Directors
may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. In the event that no inspector so appointed or

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designated is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. No
person who is a candidate for an office at an election may serve as an inspector
at such election.

Each inspector, before entering upon the discharge of his or her duties,
shall take and sign an oath to execute faithfully the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspector or inspectors so appointed or designated shall (i) ascertain the
number of shares of capital stock of the Corporation outstanding and the voting
power of each such share, (ii) determine the shares of capital stock of the
Corporation represented at the meeting and the validity of proxies and ballots,
(iii) count all votes and ballots, (iv) determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors, and (v) certify their determination of the number of shares
of capital stock of the Corporation represented at the meeting and such
inspector's count of all votes and ballots. Such certification and report shall
specify such other information as may be required by law. In determining the
validity and counting of proxies and ballots cast at any meeting of stockholders
of the Corporation, the inspectors may consider such information as is permitted
by applicable law. The results of any election at which inspectors are appointed
shall not be deemed final and effective until the receipt and approval by the
Board of Directors of the inspectors' certification and report.


ARTICLE III
DIRECTORS

Section 1. The number of directors which shall constitute the whole board
shall be not less than three (3) nor more than eleven (11). The first board
shall consist of three (3) directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.

Section 2. 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, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately

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prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors
then in office.

Section 3. The business of the Corporation shall be managed by or under
the direction of its 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 Bylaws directed or required to
be exercised or done by the stockholders.

Section 4. The provisions of Sections 1 and 2 of this Article are subject
to the rights, if any, of the holders of shares of any series of the Preferred
Stock of the Corporation with respect to the election of directors in the event
the Corporation defaults in the payment of dividends, the term of office of any
director so elected and the filling of a vacancy in the office of any director
so elected.


MEETINGS OF THE BOARD OF DIRECTORS

Section 5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

Section 6. The first meeting of each newly elected Board of Directors
shall be held at such time and place as the Board of Directors shall determine.

Section 7. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

Section 8. Special meetings of the Board of Directors may be called by the
Chairman, the President, or the Secretary. A special meeting of the Board of
Directors shall be called by the President or the Secretary upon the written
request of at least two directors. Notice of a special meeting of the Board of
Directors shall be given in writing, by telephone, telegraph, facsimile or e-
mail, or in person, as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances. Notice shall be deemed valid if
deposited in the United States mail, postage prepaid, directed to the director
at the director's address as it appears in the records of the Corporation, not
less than 48 hours before the date of the meeting, or if sent by telephone,
telegram, facsimile or e-mail not less than 24 hours before the date of the
meeting to the director in accordance with the information for such
communications as it appears in the records of the Corporation.

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Section 9. At all meetings of the Board a majority of the 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, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. 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, until a quorum shall be present.

Section 10. Pursuant to Section 141 (i) of the Delaware Corporation Law,
meetings of the Board of Directors may be held by use of conference telephone
communications equipment by means of which all persons participating in the
meeting can hear each other.

Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these bylaws, 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 members of the board or committee, as the case may be,
consent thereto in writing or writings are filed with the minutes of proceedings
of the board or committee.

COMMITTEES OF DIRECTORS

Section 12. The Board of Directors may, in the manner provided by law,
designate one or more committees of the board. Any such committee, to the extent
provided in the enabling resolution and permitted by applicable law, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; provided that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Such committee or committees shall have
such name or names as they may be determined from time to time by resolution
adopted by the Board of Directors.

Section 13. Meetings of a committee may be called by any member of the
committee upon notice thereof given to each member either by mail not less than
48 hours before the date of the meeting, by telephone or telegram on 24 hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances. Except as may be
otherwise specifically provided by the Board, at all committee meetings a
majority of the members of the committee shall constitute a quorum for the
transaction of business and the act of a majority of the members voting at any

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meeting at which there is a quorum shall be the act of the committee; if a
quorum shall not be present at any committee meeting the members present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.

COMPENSATION OF DIRECTORS

Section 14. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and any may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation thereof. Members of
special or standing committees may be allowed like compensation for attending
committee meetings.

ARTICLE IV
NOTICES

Section 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his 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.
Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the
provisions of the statutes of the Certificate of Incorporation or of these
bylaws, 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 thereto.

ARTICLE V
OFFICERS

Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a chairman of the board, a president, a vice president, a
secretary and a treasurer. The Board of Directors may also choose additional
vice presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the Certificate of
Incorporation or these bylaws otherwise provide.

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Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a chairman of the board, a president, one
or more vice presidents, a secretary and a treasurer.

Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who 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.

Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors, or by the officers under authority
granted by the Board of Directors.

Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

Section 6. The chairman of the board shall be the chief executive officer
of the Corporation; he shall preside at all meetings of the stockholders and
directors, shall have general and active management of the business of the
Corporation, shall see that all orders and resolutions of the board are carried
into effect and shall perform such other duties as the Board of Directors shall
prescribe. The chairman of the board shall be a full time employee and subject
to such compensation as the Board of Directors shall determine.

THE PRESIDENT

Section 7. The president of the Corporation shall be the principal
operating and administrative officer of the Corporation. If there is no chairman
of the board or during the absence or disability of the chairman of the board,
he shall exercise all of the powers and discharge all of the duties of the
chairman of the board. He shall possess power to sign all certificates,
contracts and other instruments of the Corporation. He shall, in the absence of
the chairman of the board, preside at all meetings of the stockholders and of
the Board of Directors. He shall perform all such other duties as are incident
to his office or are properly required of him by the Board of Directors.

THE VICE PRESIDENTS

Section 8. Unless otherwise provided by the Board of Directors, each
senior vice president may, in the absence of the president and the chairman of
the Board of Directors, perform the duties and exercise the powers of the

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president. Each vice president shall at all times possess power to sign all
certificates, contracts and other instruments of the Corporation, except as
otherwise limited in writing by the chairman of the board or the president of
the Corporation, and shall have such other authority and perform such other
duties as these bylaws or the Board of Directors, executive committee, chairman
of the board or president shall prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER

Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation to
such depositories as may be designated by the Board of Directors.

Section 12. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
Corporation.

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Section 13. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such powers as the Board of Directors may
from time to time prescribe.

ARTICLE VI
CERTIFICATES OF STOCK

Section 1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
chairman or vice chairman of the Board of Directors or the president or a vice
president and 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.

Section 2. Any or all of the signatures on the 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 he were
such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit 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 or certificates, 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 certificates, or his
legal representative, to advertise the same in such manner as it 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 with respect to the
Certificate alleged to have been lost, stolen or destroyed.

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TRANSFERS OF STOCK

Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

Section 5. (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action other than stockholder action by written consent, 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: (i) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, and (ii) in the
case of any other lawful action other than stockholder action by written
consent, shall not be more than sixty days prior to such other action. If no
record date is fixed by the Board of Directors: (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of
business on the next day preceding the day on which the meeting is held, and
(ii) the record date for determining stockholders for any other purpose (other
than stockholder action by written consent) 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.

(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be as fixed by
the Board of Directors or as otherwise established under this Section. Any
person seeking to have the stockholders authorize or take corporate action by
written consent without a meeting shall, by written notice addressed to the
Secretary and delivered to the Corporation and signed by a stockholder of
record, request that a record date be fixed for such purpose. The written notice
shall contain at a minimum the information set forth in paragraph (c) of this
Section. The Board of Directors shall have ten (10) days following the date of
receipt of the notice to determine the validity of the request. Following the
determination of the validity of the request, and (subject to the requirements
of this paragraph) no later than ten (10) days after the date on which such
request

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is received by the Corporation, the Board of Directors may fix a record
date for such purpose which shall be no more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and shall not precede the date such resolution is adopted. If the
Board of Directors fails within ten (10) days after the date the Corporation
receives such notice to fix a record date for such purpose, the record date
shall be the day on which the first written consent is delivered to the
Corporation in the manner described in Article II, Section 11 unless prior
action by the Board of Directors is required under the General Corporation Law
of Delaware, in which event the record date shall be at the close of business on
the day on which the Board of Directors adopts the resolution taking such prior
action.

(c) Any stockholder's notice required by this Section shall describe each
action that the stockholder proposes to take by consent. For each such proposal,
the notice shall set forth (i) the text of the proposal (including the text of
any resolutions to be adopted by consent and the language of any proposed
amendment to the bylaws of the Corporation), (ii) the reasons for soliciting
consents for the proposal, (iii) any material interest in the proposal held by
the stockholder and the beneficial owner, if any, on whose behalf the action is
to be taken, and (iv) any other information relating to the stockholder, the
beneficial owner, or the proposal that would be required to be disclosed in
filings in connection with the solicitation of proxies or consents pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent the proposed action by consent involves the election
of directors, the notice shall set forth as to each person whom the stockholder
proposes to elect as a director (i) the name, age, business address, residence
address and nationality of the person, (ii) the principal occupation and
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 filings required to be made in connection with
solicitations of proxies or consents for the election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. In addition to the foregoing, the notice shall set forth as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the notice is given (i) the name and address of such stockholder as they appear
on the Corporation's books, and the name and address of such beneficial owner,
(ii) the class and number of shares of capital stock of the Corporation which
are owned beneficially and of record by such stockholder and such beneficial
owner, (iii) a description of all arrangements or understandings between such
stockholder and any other person or persons relating to the proposed action by
consent, (iv) a representation whether the stockholder or the beneficial owner,
if any, intends or is part of a group which intends to (1) deliver a proxy
statement and/or consent solicitation statement to holders of at least the
percentage of the Corporation's outstanding capital stock required to effect the
action by consent either to solicit consents or to solicit proxies to execute
consents, and/or (2) otherwise solicit proxies or consents from

18

stockholders in support of the action to be taken by consent, and (v) any other
information relating to such stockholder and beneficial owner that would be
required to be disclosed in filings required to be made in connection with
solicitation of proxies or consents relating to the proposed action by consent
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. During the ten (10) day period following the date of the
receipt of the notice required under paragraph (b) of this Section, the
Corporation may require the stockholder of record and/or beneficial owner
requesting a record date for proposed stockholder action by consent to furnish
such other information as it may reasonably require to determine the validity of
the request for a record date.

REGISTERED STOCKHOLDERS

Section 6. 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 provided by the laws of
Delaware.

ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS

Section 1. 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, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

Section 2. 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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

ANNUAL STATEMENT

Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the

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stockholders, a full and clear statement of the business and condition of the
Corporation.

CHECKS

Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.
SEAL

Section 6. 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.

ARTICLE VIII
INDEMNIFICATION

Section 1. Subject to Section 3 of this Article VIII, 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) (a "third party proceeding") by reason of
the fact that he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (an "indemnitee"),
against all expenses, liability and loss (including attorneys' fees, judgements,
fines, ERISA excise taxes or penalties and amounts paid in settlement) actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgement, 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 he reasonably believed to be in or
not opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

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Section 2. Subject to Section 3 of this Article VIII, 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 judgement in its favor (together with third
party proceedings, "proceedings") by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another Corporation, partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans (an "indemnitee"), against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith in a manner he
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.

AUTHORIZATION OF INDEMNIFICATION

Section 3. Any indemnification under this Article VIII (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, or officer is
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Such determination shall be made (i) by a majority vote of the directors
who were not parties to such actions, 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, he shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by him in connection therewith, without the
necessity of authorization in the specific case.

Section 4. Presumptions And Procedural Protections.
----------------------------------------

(a) The termination of any action, suit or proceeding by judgement, 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 he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

21

(b) Except as otherwise provided in this Section, the determination of
whether an Indemnitee is eligible for indemnification and has met the applicable
standard of conduct shall be made by the Board of Directors by a majority vote
of the directors who are not parties to the action, suit or proceeding in
question, even though less than a quorum. In the event there are no such
directors, the Board of Directors shall direct that the determination be made by
independent counsel pursuant to paragraph (c) of this Section.

(c) At the request of the Indemnitee or the Corporation, the determination
of whether an Indemnitee is eligible for indemnification and has met the
applicable standard of conduct shall be made by independent counsel, selected by
the Indemnitee and reasonably acceptable to the Corporation. The Corporation
shall bear the expense of the independent counsel, and the independent counsel's
determination regarding the eligibility of the Indemnitee to indemnification
shall be binding on the Corporation.

(d) For purposes of this Article VIII, a person shall be deemed to have
acted or refrained from acting in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding had no reasonable cause to
believe his conduct was unlawful, if his action, or forbearance as the case may
be, is based on the records or books of account of the Corporation or other
enterprise, or on information supplied by the officers of the Corporation or
other enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or other enterprise or on information or records
given or reports made to the Corporation or other enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or other enterprise. The term "other
enterprise" as used in this Section shall mean any other Corporation or any
partnership, joint venture, trust, employee benefit plan, or other enterprise
which such person is or was serving at the request of the Corporation as a
director, officer or employee. The provisions of this Section shall not be
deemed exclusive or to limit in any way the circumstances in which a person may
be deemed to have met the applicable standard of conduct for indemnification or
to show good faith, as the case may be.


Section 5. If a claim for indemnification or advancement of expenses under
this Article VIII is not paid in full within ten (10) days after a written claim
therefor by the Indemnitee has been received by the Corporation, the Indemnitee
may file suit to recover the unpaid amount of such claim and shall be entitled
to have all the expenses of prosecuting such claim, including attorneys fees and
costs, paid by the Corporation as incurred. In any such action the Corporation
shall have the burden of proving that the Indemnitee is not entitled to the
requested indemnification or advancement of expenses under applicable law. The
Indemnitee only shall have to repay the expenses of prosecuting such claim

22

if the Indemnitee is wholly unsuccessful. The Court of Chancery of the State of
Delaware shall be the exclusive forum for any litigation by the Indemnitee and
the Corporation over any aspect of the Indemnitee's rights to indemnification or
advancements.

EXPENSES PAYABLE IN ADVANCE

Section 6. Except as limited by Section 5 of this Article, expenses
incurred in defending a threatened or pending 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 the
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
the Article VIII.

NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION

Section 7. The indemnification and advancement of expenses provided by or
granted pursuant to the other Sections of this Article VIII shall not be deemed
exclusive of any rights to which any person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, contract,
vote of stockholders or disinterested directors or otherwise, both as to action
in his 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 VIII shall be made to the
fullest extent permitted by Delaware law. The provisions of this Article VIII
shall not be deemed to preclude the indemnification of any person who is not
specified in Sections 1 or 2 of this Article VIII but whom the Corporation has
the power or obligation to indemnify under the provisions of Delaware law or
otherwise. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VIII shall, unless otherwise provided or
ratified, continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such person.

INSURANCE

Section 8. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director or employee of the Corporation, or is or
was serving at the request of the Corporation as a director, officer or employee
of another Corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power or the obligation to indemnify him against
such liability under the provisions of this Article VIII, or otherwise under
Delaware law.

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MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE VIII


Section 9. For purposes of this Article VIII, 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, officers or employees,
so that any person who is or was a director, officer or employee, of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this Article VIII with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

Section 10. Subject to Section 5 hereof, the Corporation shall be
required to indemnify an indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if the initiation of such
proceeding (or part thereof) by the indemnitee was authorized in writing by
the Board of Directors.


ARTICLE IX
AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors, by the Certificate of Incorporation,
at any regular meeting of the stockholders or of the Board of Directors or at
any special meeting of the stockholders or of the Board of Directors if notice
of such alteration, amendment, repeal or adoption of new bylaws be contained in
the notice of such meeting.

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