Amended Bylaws – Wal-Mart Stores, Inc.

AMENDED AND RESTATED BYLAWS

OF

WAL-MART STORES, INC.

(EFFECTIVE AS OF JUNE 2, 2011)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office
of Wal-Mart Stores, Inc. (the “Corporation”) shall be in the
City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also
have offices at such other places both within and without the State of Delaware
as the Board of Directors of the Corporation (the “Board”) may
determine or as may be necessary or useful in connection with the business of
the Corporation.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the
stockholders may be held at such place, if any, either within or without the
State of Delaware, as shall be designated by the Board and stated in the notice
of the meeting. In lieu of holding a meeting of stockholders at a designated
place, the Board may, in its sole discretion, determine that any meeting of
stockholders may be held solely by means of remote communication.

Section 2. Annual Meetings. An annual meeting of
stockholders of the Corporation for the election of directors and any other
proper business shall be held each year at such place, if any, on such date and
at such time as shall be designated by the Board.

Section 3. Special Meetings. A special meeting of
stockholders may be called at any time by a majority of the Board, the Chairman
of the Board, the Chief Executive Officer, if one, or the President. Only such
business shall be conducted at a special meeting of stockholders as shall have
been specified in the notice of the special meeting (or in any supplement).

Section 4. Notice of Meetings of Stockholders.
Written notice of the place, if any, date and time of each meeting of the
stockholders, the means of remote communications, if any, by which stockholders
and proxy holders may be deemed present in person and vote at the 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 10 nor more than 60 days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting. Such notice shall be given in accordance with, and shall be deemed
effective as set forth in, Sections 222 and 232 (or any successor section or
sections) of the Delaware General Corporation Law.

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Section 5. Business at Annual Meetings. (a) At an
annual meeting of stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before the
annual meeting, business must (1) be specified in the notice of meeting (or in
any supplement) given by or at the direction of the Board, (2) be otherwise
properly brought before the meeting by or at the direction of the Board or
(3) satisfy the notice requirements set forth below in this Section 5 and
otherwise be properly brought before the meeting by a stockholder.

(b) For business to be brought before an annual meeting by a stockholder, the
stockholder must have given timely notice in writing to the Secretary. To be
timely, a stockholder153s notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 75 days nor
more than 100 days prior to the meeting. If less than 85 days153 notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the 10^th day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure was made. A
stockholder153s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (1) a brief description
of the business desired to be brought before the annual meeting, the text of the
proposal or business and the reasons for conducting such business at the annual
meeting, (2) the name and address, as they appear in the Corporation153s books, of
the stockholder proposing such business, (3) the class and number of shares of
the Corporation which are beneficially owned by the stockholder and (4) any
material interest of the stockholder in such business.

(c) Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 5. The chair of an
annual meeting shall, if the facts warrant, determine and declare to the meeting
that a matter of business was not properly brought before the annual meeting in
accordance with the provisions of this Section 5 or otherwise, and if he or she
should so determine, he or she shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

Section 6. Stock List. (a) The officer who has charge
of the stock ledger of the Corporation shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
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. That list shall be open to the examination of any stockholder
for any purpose germane to the meeting for a period of at least 10 days prior to
the meeting (1) on a reasonably accessible electronic network, provided
that the information required to gain access to such list is furnished with the
notice of the meeting or (2) during ordinary business hours, at the principal
place of business of the Corporation.

(b) If 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. 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 and may be inspected by any stockholder who is
present at that meeting. If the meeting is to be held solely by means of remote
communication, then the list also shall be open to the examination of any
stockholder during the whole time of that meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of that meeting. Nothing contained in this Section 6
shall require the Corporation to include electronic mail addresses or other
electronic contact information on that list.

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Section 7. Quorum. Unless otherwise required by the
Delaware General Corporation Law or the Certificate of Incorporation of the
Corporation (the “Certificate of Incorporation”), the holders
of a majority of the shares entitled to vote, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. Where a separate vote by class or series or classes or
series is required, a majority of the outstanding shares of such class or series
or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter.

Section 8. Adjournment of Meetings. The chair of a
meeting of stockholders or the holders of a majority of the voting shares
present in person or represented at the meeting, whether or not a quorum is
present, may adjourn a meeting of stockholders. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned 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 30 days, or if after the adjournment, a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 9. Voting. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall be entitled to one vote on
each matter, in person or by proxy, for each share of capital stock of the
Corporation that has voting power and that is held by the stockholder. When a
quorum is present at any meeting of stockholders, all matters shall be
determined, adopted and approved by the affirmative vote (which need not be by
ballot) of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statutes or of the Certificate of Incorporation, a different vote is specified
and required, in which case such express provision shall govern and control with
respect to that vote on that matter. Where a separate vote by a class or classes
is required, the affirmative vote of the holders of a majority of the shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class. Notwithstanding the foregoing, the vote required
for the election of directors shall be as provided in Article III, Section 1.

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Section 10. Proxies. (a) Each stockholder entitled to
vote at a meeting of stockholders or to express consent or dissent to corporate
action without a meeting may authorize another person or persons to act for the
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. Without
limiting the manner in which a stockholder may authorize another person or
persons to act for the stockholder as proxy, the following shall constitute a
valid means by which a stockholder may grant such authority: (1) a stockholder
may execute a writing authorizing another person or persons to act for the
stockholder as proxy, which may be accomplished by the stockholder or the
stockholder153s authorized officer, director, employee or agent signing such
writing or causing such person153s signature to be affixed to such writing by any
reasonable means; or (2) a stockholder may authorize another person or persons
to act for the stockholder as proxy by transmitting or authorizing an electronic
transmission (as defined in Article VIII of these Bylaws) 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 electronic transmission, provided
that any electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission was
authorized by the stockholder. If it is determined that the electronic
transmission is valid, the inspectors of election for the meeting or, if there
are no inspectors, such other persons making that determination shall specify
the information upon which they relied.

(b) Any copy or other reliable reproduction of the writing or electronic
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
electronic transmission for any and all purposes for which the original writing
or electronic transmission could be used, provided that such copy or
other reproduction shall be a complete reproduction of the entire original
writing or electronic transmission.

Section 11. Conduct of Meetings. The Board may adopt
rules and regulations for the conduct of any meeting of the stockholders as it
shall deem appropriate. Except to the extent inconsistent with any such rules
and regulations adopted by the Board, the chair of any meeting of the
stockholders shall have the right and authority to prescribe rules and
regulations and do all acts, as, in the judgment of that 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: (1) the establishment of an agenda
or order of business for the meeting; (2) rules and procedures for maintaining
order at the meeting and the safety of those present; (3) limitations on
attendance at or participation in the meeting to stockholders of record, their
duly authorized and constituted proxies, or such other persons as the chair of
the meeting shall determine; (4) restrictions on entry to the meeting after the
time fixed for the commencement; and (5) limitations on the time allotted to
questions or comments by participants. Unless and to the extent determined by
the Board 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. Inspectors of Election. The Board shall,
in advance of any meeting of stockholders, appoint one or more inspectors to act
at the meeting and make a written report. The Board may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the chair of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of duties, shall take and sign an
oath to execute the duties of inspector with strict impartiality and according
to the best of such inspector153s ability. The inspectors shall: (1) ascertain the
number of shares outstanding and the voting power of each; (2) determine the
shares represented at the meeting and the validity of proxies and ballots;
(3) count all votes and ballots; (4) determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors; and (5) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors.

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Section 13. Meetings by Remote Communication. If
authorized by the Board, and subject to such guidelines and procedures as the
Board may adopt, stockholders and proxy holders not physically present at a
meeting of stockholders may, by means of remote communication, participate in
the meeting and be deemed present in person and vote at the meeting, whether
such meeting is to be held in a designated place or solely by means of remote
communication, provided that (1) 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 proxy
holder, (2) the Corporation shall implement reasonable measures to provide such
stockholders and proxy holders a reasonable opportunity to participate in the
meeting and to vote on matters submitted to the stockholders, including the
opportunity to read or hear the proceedings in the meeting substantially
concurrently with such proceedings and (3) if the stockholder or proxy holder
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 14. Action Without a Meeting. (a) Unless
restricted by the Certificate of Incorporation, any action required to be taken
at any annual or special meeting of stockholders, or any action that may be
taken at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote were present and voted and such consent or consents are
delivered to the Corporation in the manner prescribed by the Delaware General
Corporation Law. Every written consent shall bear the date of the signature of
each stockholder, and no written consent shall be effective to take the
corporate action unless, within 60 days of the earliest dated consent, written
consents signed by a sufficient number of holders to take action are delivered
to the Corporation in the manner prescribed by the Delaware General Corporation
Law.

(b) An electronic transmission consenting to an action to be taken and
transmitted by a stockholder or proxy holder, or by a person authorized to act
for a stockholder or proxy holder, shall be deemed to be written, signed, and
dated for purposes of this Section 14, provided that any electronic
transmission sets forth or is delivered with information from which the
Corporation can determine: (1) that the electronic transmission was transmitted
by the stockholder, or proxy holder; and (2) the date on which the stockholder,
proxy holder or authorized person or persons transmitted the electronic
transmission. The date on which the electronic transmission is transmitted shall
be deemed to be the date that the consent was signed. No consent given by
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and delivered to the Corporation in the
manner prescribed by the Delaware General Corporation Law. Notwithstanding the
foregoing limitations on delivery, consents given by electronic transmission may
be otherwise delivered to the principal place of business of the Corporation or
to the Secretary of the Corporation to the extent and in the manner provided by
the Board. Any copy or other reliable reproduction of a consent in writing may
be substituted for or used in lieu of the original writing for any and all
purposes for which the original writing could be used, provided that such
copy or other reproduction shall be a complete reproduction of the entire
original writing.

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(c) Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who did
not consent in writing and who would have been entitled to notice if the action
had been taken at a meeting having a record date on the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the Corporation.

ARTICLE III

THE BOARD OF DIRECTORS

Section 1. Number, Election, and Term of Directors.
(a) The number of directors that shall constitute the Board shall be not less
than three nor more than twenty. Within these limits, the number of directors
shall be fixed by the Board pursuant to a resolution adopted by a majority of
the Board or by the stockholders. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 and Section 9 of
this Article III. Each director shall be elected to serve until the next annual
meeting of the stockholders and until that director153s successor has been duly
elected and qualified or until the director153s earlier death, resignation, or
removal.

(b) In an uncontested election of directors, each director of the Corporation
shall be elected by a majority of the votes cast by the shares present in person
or represented by proxy at the meeting and entitled to vote on the election of
directors; provided, however, in a contested election, the directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. For purposes of Section 1 of this Article III: (i) an “uncontested
election” is an election in which the number of nominees for director is not
greater than the number to be elected and (ii) a “contested election” is an
election in which the number of nominees for director is greater than the number
to be elected.

(c) Following any uncontested election, any incumbent director who was a
nominee and who did not receive a majority of the votes cast by the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors (a “majority vote”), shall promptly tender his or her
offer of resignation to the Chairman of the Board for consideration by the
Board. A recommendation on whether or not to accept such resignation offer shall
be made by a committee of independent directors that has been delegated the
responsibility of recommending nominees for director for appointment or election
to the Board, or (1) if each member of such committee did not receive the
required majority vote or (2) if no such committee has been appointed, a
majority of the Board shall appoint a special committee of independent directors
for such purpose of making a recommendation to the Board (the “Nominating
Committee”). If no independent directors received the required majority vote,
the Board shall act on the resignation offers.

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Within 60 days following certification of the stockholder vote, the
Nominating Committee shall recommend to the Board the action to be taken with
respect to such offer of resignation. In determining whether or not to recommend
that the Board accept any resignation offer, the Nominating Committee shall be
entitled to consider all factors believed relevant by such Committee153s members,
including without limitation: (1) any stated reasons for the director not
receiving the required majority vote and whether the underlying cause or causes
are curable; (2) the factors, if any, set forth in the guidelines or other
policies that are to be considered by the Nominating Committee in evaluating
potential candidates for the Board as such factors relate to each director who
has so offered his or her resignation; (3) the length of service of such
director; (4) the effect of such resignation on the Corporation153s compliance
with any law, rule, regulation, stock exchange listing standards, or contractual
obligations; (5) such director153s contributions to the Corporation; and (6) any
other factors that the Nominating Committee believes are in the best interests
of the Corporation.

The Board shall act on the Nominating Committee153s recommendation within 90
days following certification of the stockholder vote and shall notify the
director concerned of its decision. In determining whether or not to accept any
resignation offer, the Board shall take into account the factors considered by
the Nominating Committee and any additional information and factors that the
Board believes to be relevant. If any director153s resignation offer is not
accepted by the Board, the Board shall, within four business days after reaching
its decision, publicly disclose the decision, including the reasons for not
accepting a resignation offer, by a press release, a filing with the Securities
and Exchange Commission or other broadly disseminated means of communication.
Notwithstanding the foregoing, if the Board were to accept all of the offers of
resignation then pending, resulting in the Corporation having fewer than three
directors who were in office before the election, the Board may determine to
extend such 90-day period by an additional 90 days upon the conclusion that such
an extension is in the best interests of the Corporation.

(d) If any director153s resignation offer is not accepted by the Board, such
director shall continue to serve until the next annual meeting and his or her
successor is duly elected and qualified, or until the director153s earlier death,
resignation, or removal. If a director153s resignation offer is accepted by the
Board pursuant to Section 1 of this Article III, or if a nominee for director is
not elected and the nominee is not an incumbent director, then the Board, in its
sole discretion, may fill any resulting vacancy pursuant to the provisions of
Section 2 of this Article III or may decrease the size of the Board pursuant to
Section 1(a) of this Article III.

Section 2. Vacancies and Newly Created Directorships.
(a) Except as provided in Section 9(b) of this Article III and subject to the
rights of holders of any class or series of capital stock to elect additional
directors under specified circumstances, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders having the right to vote as a single class
may be filled by the affirmative vote of a majority of the directors then in
office, although fewer than a quorum, or by a sole remaining director. Each
director so chosen shall hold office until the next election of directors of the
class to which the director was appointed, and until the director153s successor is
elected and qualified, or until the director153s earlier death, resignation or
removal.

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(b) In the event that one or more directors resign from the Board, effective
at a future date, a majority of the directors then in office, including those
who have resigned, shall have power to fill the vacancy or vacancies, the vote
to take effect when such resignation or resignations become effective, and each
director chosen shall hold office until the next election of directors, and
until the director153s successor is elected and qualified, or until the director153s
earlier death, resignation or removal. No decrease in the number of authorized
directors shall shorten the term of any incumbent director.

Section 3. Regular Meetings. Regular meetings of the
Board shall be held at such time and at such place as determined by the Board. A
notice of each regular meeting is not required.

Section 4. Special Meetings. Special meetings of the
Board for any purpose or purposes may be called by the Chairman of the Board,
the Chief Executive Officer, if one, the President, or any two members of the
Board on twenty-four hours153 notice to each director, either personally, by
telephone, express delivery service (so that the scheduled delivery time of the
notice is at least twenty-four hours in advance of the meeting), electronic
transmission (effective when directed to the director), or on three days153 notice
by mail (effective upon deposit of such notice in the mail). The notice need not
describe the purpose of a special meeting.

Section 5. Quorum and Vote at Meetings. At all
meetings of the Board, a majority of the total number of directors prescribed
pursuant to Section 1 of this Article III shall constitute a quorum for the
transaction of business, except to fill vacancies in the Board as provided in
Section 2 of this Article III and to adjourn as provided in Section 6 of this
Article III. The vote of a majority of the directors present at any meeting at
which there is a quorum present shall be the act of the Board, unless the
Certificate of Incorporation or these Bylaws shall require a vote of a greater
number.

Section 6. Adjournment. A majority of the directors
present, whether or not constituting a quorum, may adjourn any meeting to
another time and place. Notice of the time and place of holding of an adjourned
meeting need not be given if announced, unless the meeting is adjourned for more
than twenty-four hours. If the meeting is adjourned for more than twenty-four
hours, then notice of the time and place of the adjourned meeting shall be given
before the adjourned meeting takes place to the directors who were not present
at the time of adjournment in the manner specified in Section 4 of this Article
III.

Section 7. Participation in Meetings by Conference Telephone or
Other Communications Equipment. Members of the Board or any Board
committee may participate in a meeting of the Board or such committee by means
of conference telephone or other communications equipment in which all persons
participating in the meeting can hear each other. Participation in a meeting by
a director pursuant to this Section 7 shall constitute presence in person at the
meeting.

Section 8. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board or a Board
committee may be taken without a meeting, if all members of the Board or the
Board committee consent 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 or the Board committee. Such filing
shall be in paper form if the minutes are maintained in paper form and in
electronic form if the minutes are maintained in electronic form.

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Section 9. Resignation and Removal. (a) Any director
may resign at any time, by giving notice in writing or by electronic
transmission to the Chairman of the Board, the Chief Executive Officer, if one,
the President, or the Secretary. Any such resignation shall take effect at the
time specified in the notice of resignation or, if no time is specified,
immediately upon receipt of the notice. Unless otherwise specified in the notice
of resignation, acceptance of the resignation shall not be necessary to make it
effective.

(b) Any director or the entire Board may be removed from office at any time,
with or without cause, but only upon the affirmative vote of the holders of at
least a majority of the shares of capital stock of the Corporation entitled to
vote at an election of directors. Upon such removal of a director, the
stockholders (and not the remaining directors) shall elect a director to replace
such removed director at the same stockholders meeting at which such removal
took place or at a subsequent stockholders meeting. Whenever the holders of any
class or series are entitled to elect one or more directors by the Certificate
of Incorporation, the vote of the holders of the outstanding shares of that
class or series and not the vote of the outstanding shares as a whole shall
apply in respect of the removal of any director elected by the holders of such
class or series.

Section 10. Board Committees. (a) The Board may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. If a member of a committee
shall be absent from any meeting or disqualified from voting, the remaining
member or members present and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of such absent or disqualified
member.

(b) Any Board committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board 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 that may require it, but
no committee shall have the power or authority in reference to approving,
adopting, or recommending to the stockholders any action or matter (other than
the election or removal of directors) expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or adopting,
amending, or repealing any bylaw of the Corporation.

(c) Board committees shall have the names as determined by resolution adopted
by the Board. Each committee shall keep regular minutes of its meetings and
report the same to the Board, when required. Unless otherwise specified in the
Board153s resolution appointing the committee, all provisions of the Delaware
General Corporation Law and these Bylaws relating to meetings, action without
meetings, notice (and waiver), quorum, and voting requirements of the Board
apply to Board committees and their members. Unless otherwise provided in the
resolution of the Board designating the Board committee, a Board committee may
create one or more subcommittees, each subcommittee to consist of one or more
members of the Board committee, and delegate to a subcommittee any or all of the
powers and authority of the Board committee.

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Section 11. Compensation. The Board shall have
authority to fix the amount of compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board and may
be paid a fixed sum for attendance at each meeting of the Board or paid a stated
salary or paid other compensation as a director. No payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation. Members of special or standing committees of the Board may be
allowed compensation for serving on the committees, for attending committee
meetings, and may be paid their expenses associated with their service on each
such committee. The Board shall also have the power and discretion to compensate
directors for rendering services to the Corporation not ordinarily rendered by
directors.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation
shall consist of a Chairman of the Board, a President, a Chief Financial
Officer, a Secretary and a Treasurer, and such other officers as the Board may
appoint, including but not limited to one or more Vice Chairs of the Board, a
Chief Executive Officer, a Chief Operating Officer, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, one
or more Assistant Secretaries, and one or more Assistant Treasurers. The Chief
Executive Officer shall have the authority to appoint one or more Vice
Presidents below the level of Senior Vice President, as well as having the
authority to designate persons as global Vice Presidents, whether such persons
are officers of the Corporation or not. Any number of offices may be held by the
same person. The salaries of officers elected by the Board shall be fixed by the
Board, by an authorized committee of the Board, or by such officers as may be
designated by the Board.

Section 2. Term of Office and Vacancies. The term of
office of each officer shall commence upon the election of that officer by the
Board or the Chief Executive Officer, as applicable, and end upon a successor to
such officer being elected by the Board or the Chief Executive Officer, as
applicable; by such officer153s death, resignation, or removal from office; or if
the establishment of the office is within the discretion of the Board, the Board
eliminating the office. The Board shall have the authority to designate persons
as global officers, whether or not such designated persons are officers of the
Corporation. Any officer may be removed from office, with or without cause, at
any time by the vote of the Board. A vacancy in any office arising from any
cause may be filled for the unexpired portion of the term by the Board or the
Chief Executive Officer, as applicable.

Section 3. Duties and Powers. The duties and powers
of the officers of the Corporation shall be as provided in these Bylaws or, if
not provided for in these Bylaws, as designated by action of the Board. Without
limiting the foregoing, and unless expressly limited by the Board, all
instruments requiring execution by the Corporation, including but not limited to
all contracts, agreements, indentures, checks or demands for money, notes,
bonds, debentures, other obligations, other evidences of indebtedness and
mortgages that the Corporation is authorized to execute may be executed, for and
on behalf of the Corporation, by the Chairman of the Board, any Vice Chair of
the Board, the Chief Executive Officer, if one, the President, the Chief
Operating Officer, if one, the Chief Financial Officer, or any Vice President.
Any person having authority to sign on behalf of the Corporation may delegate by
instrument in writing, all or any part of such authority to an employee of the
Corporation (an “associate”) unless such a delegation of
authority is specifically limited by the Board.

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Section 4. Chairman of the Board. The Chairman of the
Board shall preside, when present, at all meetings of the Board and
stockholders, shall advise and counsel the other officers of the Corporation
regarding the business and operations of the Corporation, and shall exercise
such powers and perform such duties as shall be assigned or required by the
Board.

Section 5. The President. Subject to these Bylaws and
the direction of the Board, the President shall have the responsibility and the
power necessary for the general management, oversight, supervision and control
of the business and affairs of the Corporation, and to ensure that all orders
and resolutions of the Board are carried into effect. If the Board has elected a
Chief Executive Officer of the Corporation, (1) the Chief Executive Officer
shall have all of the powers granted by these Bylaws to the President and
(2) the President shall, subject to the powers of supervision and control
conferred upon the Chief Executive Officer, have such duties and powers as
assigned to him or her by the Board or the Chief Executive Officer.

Section 6. Chief Financial Officer. The Chief
Financial Officer shall have general charge and supervision of the financial
affairs of the Corporation, including budgetary and accounting methods, and
shall approve payment, or designate others serving under him or her to approve
for payment, all vouchers for distribution of funds and shall perform such other
duties as may be assigned to him or her by the Board, the Chief Executive
Officer, if one, or the President.

Section 7. Vice Presidents. Each Executive Vice
President, Senior Vice President, and Vice President elected by the Board, and
each Vice President appointed by the Chief Executive Officer, shall perform such
duties and exercise such powers as may be assigned by the Board, the Chief
Executive Officer, if one, or the President.

Section 8. Secretary. The Secretary shall attend all
meetings of the stockholders and all meetings of the Board and record all
proceedings at such meetings in paper form if the minutes are maintained in
paper form and in electronic form if the minutes are maintained in electronic
form. The Secretary, or his or her delegates, shall perform like duties for the
Board committees, when required; provided, however, that the Secretary
shall not be required to be present at any sessions of non-management or
independent directors contemplated by any stock exchange listing standards to
which the Corporation is subject. Except as may be otherwise provided in these
Bylaws, the Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and shall perform such other duties and exercise such other
powers as may be prescribed by the Board, the Chief Executive Officer, if one,
or the President. The Secretary shall keep in safe custody the seal of the
Corporation, if any, and shall have authority to affix the seal of the
Corporation to any instrument requiring it, and when so affixed it may be
attested by the Secretary153s signature. The Board may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by any other officer153s signature.

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Section 9. Assistant Secretaries. Assistant
Secretaries in the order determined by the Board shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and exercise such other powers as
may be assigned by the Board, the Chief Executive Officer, if one, the
President, or the Secretary.

Section 10. Treasurer. The Treasurer shall have the
responsibility for maintaining the financial records of the Corporation, shall
make such disbursements of the funds of the Corporation as are authorized, and
shall perform such other duties and exercise such other powers as may be
assigned to him or her by the Board, the Chief Executive Officer, if one, or the
President.

Section 11. Assistant Treasurers. The Assistant
Treasurers in the order determined by the Board shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and exercise such other powers as
may be assigned by the Board, the Chief Executive Officer, if one, the
President, or the Treasurer.

Section 12. Delegation of Authority. The Board may
delegate the power or duties of any officer to any other officer or officers or
agent or agents notwithstanding any provision of these Bylaws.

Section 13. Action with Respect to Securities of Other
Companies. Unless otherwise ordered by a majority of the Board, the
Chairman of the Board, a Vice Chair of the Board, if one, the Chief Executive
Officer, if one, the President, or any Vice President shall have full power and
authority on behalf of the Corporation to attend and to act and to vote, in
person or by proxy, at any meetings of security holders of corporations, limited
liability companies, business trusts, and other entities in which the
Corporation may hold securities and at such meetings shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities. The Board by resolution may confer like powers upon any other person
or persons.

ARTICLE V

STOCK OF THE CORPORATION

Section 1. Stock Certificates; Uncertificated Shares.
The shares of capital stock of the Corporation shall be represented by
certificates; however, the Board may provide by resolution that some, all, or
any classes or series of shares shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board, every holder of stock represented by
certificates, and upon request every holder of uncertificated shares, shall be
entitled to have a certificate (representing the number of shares registered in
certificate form) signed in the name of the Corporation by the Chairman of the
Board, the Chief Executive Officer, if one, the President, or any Vice
President, and by the Secretary, Treasurer, any Assistant Secretary, or any
Assistant Treasurer. Any or all the signatures on the certificate may be a
reproduction. In case any officer, transfer agent, or registrar whose signature
or reproduced signature appears on 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 was as
officer, transfer agent, or registrar at the date of issue.

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Section 2. Transfers of Stock. Shares of capital
stock of the Corporation shall be transferable in the manner prescribed by
applicable law and in these Bylaws. Transfers of shares shall be made only on
the records of the Corporation kept at an office of the Corporation or by the
transfer agent designated by the Corporation to transfer shares. Transfers of
shares may be made only by the record holder, or by the record holder153s legal
representative authorized by power of attorney duly executed and filed with the
Secretary or with the transfer agent appointed by the Board and, in the case of
certificated shares, upon the surrender of the certificate or certificates for
such shares properly endorsed. The Board may make such additional rules and
regulations concerning the issue, transfer, and registration of certificates for
shares or uncertificated shares as it may deem necessary but that are not
inconsistent with these Bylaws.

Section 3. Holders of Record. The Corporation shall
be entitled to treat the record holder of shares of capital stock of the
Corporation as the holder in fact and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice,
except as otherwise provided by applicable law. No transfer of shares shall be
valid against the Corporation for any purpose unless the transfer of shares is
entered in the records of the Corporation or in the records of the transfer
agent designated by the Corporation showing from and to whom the shares were
transferred.

Section 4. Lost Certificates. The Corporation may
direct a new certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates 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 share certificate to be lost, stolen, or
destroyed. The Corporation may require the owner of such lost, stolen, or
destroyed certificate or certificates, or such owner153s legal representative, to
advertise the same in such manner as it shall require, 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 or alleged to have
been lost, stolen or destroyed or the issuance of such new certificate, or both.

Section 5. Record Date. (a) In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders, the Board may fix a record date, which shall
neither precede the date upon which the resolution fixing the record date is
adopted by the Board nor shall be more than 60 days nor less than 10 days before
the date of such meeting. If no record date is fixed by the Board, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be the close of business on the day next preceding the day
on which notice is given or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. 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, unless the Board
fixes a new record date for the adjourned meeting.

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(b) In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board may fix a
record date, which shall neither precede the date upon which the resolution
fixing the record date is adopted by the Board nor shall be more than 10 days
after the date upon which the resolution fixing the record date is adopted by
the Board. If no record date has been fixed by the Board, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board is required by the Delaware
General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in the manner prescribed by the Delaware General Corporation
Law. If no record date has been fixed by the Board and prior action by the Board
is required by the Delaware General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board adopts the resolution taking such prior action.

(c) 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 with respect to any change,
conversion, or exchange of shares, or for the purpose of any other lawful
action, the Board may fix a record date, which shall neither precede the date
upon which the resolution fixing the record date is adopted nor shall be more
than 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 adopts the resolution.

ARTICLE VI

INDEMNIFICATION

Section 1. Indemnification. (a) Subject to Section 3
of this Article VI, the Corporation shall indemnify, to the full extent that it
shall have power under applicable law to do so and in a manner permitted by such
law, any person made or threatened to be made a party to any threatened,
pending, or completed action, lawsuit, or proceeding, whether civil, criminal,
administrative, or investigative (a “proceeding”), by reason of
the fact that such person is or was a director or officer of the Corporation or
is or was serving at the request of Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to an associate benefit plan
(collectively, “another enterprise“).

(b) The Corporation may indemnify, to the full extent that it shall have
power under applicable law to do so and in a manner permitted by such law, any
person made or threatened to be made a party to any proceeding, by reason of the
fact that such person is or was an associate or agent of the Corporation or is
or was serving at the request of the Corporation as an employee or agent of
another enterprise.

Section 2. Advancement of Expenses. (a) Subject to
Section 3 of this Article VI, with respect to any person made or threatened to
be made a party to any threatened, pending, or completed proceeding, by reason
of the fact that such person 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 enterprise, the Corporation shall pay the expenses (including
attorneys153 fees) incurred by such person in defending any such proceeding in
advance of its final disposition (an “advancement of
expenses”); provided, however, that any advancement of expenses
shall be made only upon receipt of a written agreement by such person to repay
all amounts advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such person is not
entitled to be indemnified for such expenses under this Article VI or otherwise.

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(b) With respect to any person made or threatened to be made a party to any
proceeding, by reason of the fact that such person is or was an associate or
agent of the Corporation, or is or was serving at the request of the Corporation
as an employee or agent of another enterprise, the Corporation may, in its
discretion and upon such terms and conditions, if any, as the Corporation deems
appropriate, pay the expenses (including attorneys153 fees) incurred by such
person in defending any such proceeding in advance of its final disposition.

Section 3. Actions Initiated Against the Corporation.
Notwithstanding anything contained in Section 1(a) or Section 2(a) of this
Article VI to the contrary, and except as provided in Section 5(b) of this
Article VI with respect to a proceeding initiated against the Corporation by a
director or officer of the Corporation (or by a person serving at the request of
the Corporation as a director or officer of another enterprise), the Corporation
shall not be required to indemnify or to advance expenses (including attorneys153
fees) to such person in connection with prosecuting the proceeding (or part
thereof) or in defending any counterclaim, cross-claim, affirmative defense or
like claim of the Corporation in such proceeding (or part thereof) unless the
proceeding was authorized by the Board.

Section 4. Contract Rights. With respect to any
person made or threatened to be made a party to any proceeding, by reason of the
fact that the person 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 enterprise, the rights to indemnification and to the advancement of
expenses conferred in Sections 1(a) and 2(a) of this Article VI shall be
contract rights. Any amendment, repeal, modification, or adoption of any
provision inconsistent with this Article VI shall not adversely affect any right
to indemnification or advancement of expenses granted to any person pursuant to
this Article VI with respect to any act or omission of the person occurring
prior to the time of such amendment, repeal, modification, or adoption
(regardless of whether the proceeding relating to such acts or omissions is
commenced before or after the time of such amendment, repeal, modification, or
adoption).

Section 5. Claims. (a) If a claim under Section 1(a)
of this Article VI with respect to any right to indemnification is not paid in
full by the Corporation within 60 days after a written demand has been received
by the Corporation or a claim under Section 2(a) of this Article VI with respect
to any right to the advancement of expenses is not paid in full by the
Corporation within 20 days after a written demand has been received by the
Corporation, then the person seeking to enforce a right to indemnification or to
an advancement of expenses may at any time thereafter bring a lawsuit against
the Corporation to recover the unpaid amount of the claim.

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(b) If successful in whole or in part in any lawsuit brought pursuant to
Section 5(a) of this Article VI, or in a lawsuit brought by the Corporation to
recover an advancement of expenses, the person seeking to enforce a right to
indemnification or an advancement of expenses or the person from whom the
Corporation sought to recover an advancement of expenses shall be entitled to be
paid by the Corporation the reasonable expenses (including attorneys153 fees) of
prosecuting or defending such lawsuit.

(c) In any lawsuit brought by a person seeking to enforce a right to
indemnification (but not a lawsuit brought by a person seeking to enforce a
right to an advancement of expenses), it shall be a defense that the person
seeking to enforce a right to indemnification has not met any applicable
standard for indemnification under applicable law. With respect to any lawsuit
brought by a person seeking to enforce a right to indemnification or right to
advancement of expenses, or any lawsuit brought by the Corporation to recover an
advancement of expenses, neither the failure of the Corporation to have made a
determination prior to commencement of such lawsuit that indemnification of such
person is proper in the circumstances because such person has met the applicable
standards of conduct under applicable law, nor an actual determination by the
Corporation that such person has not met such applicable standards of conduct,
shall create a presumption that such person has not met the applicable standards
of conduct or, in a case brought by such person seeking to enforce a right to
indemnification, be a defense to such lawsuit.

(d) In any lawsuit brought by a person seeking to enforce a right to
indemnification or to an advancement of expenses or by the Corporation to
recover an advancement of expenses, the burden shall be on the Corporation to
prove that the person seeking to enforce a right to indemnification or to an
advancement of expenses or the person from whom the Corporation seeks to recover
an advancement of expenses is not entitled to be indemnified, or to such an
advancement of expenses, under this Article VI or otherwise.

Section 6. Determination of Entitlement to
Indemnification. Any indemnification required or permitted under
this Article VI (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 present or former director, officer, associate, or agent
is proper in the circumstances because he or she has met all applicable
standards of conduct set forth in this Article VI and Section 145 of the
Delaware General Corporation Law. Such determination shall be made, with respect
to a person who is a director or officer of the Corporation at the time of the
determination: (1) by a majority vote of the directors who are not parties to
such action, lawsuit or proceeding, even though less than a quorum; (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum; (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion; or
(4) by the stockholders. Such determination shall be made, with respect to any
person who is not a director or officer of the Corporation at the time of such
determination, in the manner determined by the Board (including in such manner
as may be set forth in any general or specific action of the Board applicable to
indemnification claims by such person) or in the manner set forth in any
agreement to which such person and the Corporation are parties.

Section 7. Non-Exclusive Rights. The indemnification
and advancement of expenses provided in this Article VI shall not be deemed
exclusive of any other rights to which any person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise,
both as to action in such person153s official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be such director, officer, associate, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.

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Section 8. Insurance. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, associate, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person153s status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this Article VI or
otherwise.

Section 9. Severability. If any provision or
provisions of this Article VI shall be held to be invalid, illegal, or
unenforceable for any reason whatsoever: (1) the validity, legality, and
enforceability of the remaining provisions of this Article VI (including,
without limitation, each portion of any paragraph or clause 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; and (2) to the fullest extent possible, the provisions of this Article
VI (including, without limitation, each such portion of any paragraph or clause
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.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon or distributions
with respect to the capital stock of the Corporation may be declared by the
Board or by a Board committee designated by the Board, pursuant to and in
accordance with applicable law. Dividends may be paid in cash, in property, in
shares of capital stock or evidences of indebtedness of the Corporation. Before
the Corporation pays any dividend on or makes any distribution in respect of the
capital stock of the Corporation, there may be set aside out of any funds
available for dividends and distribution of such sum or sums as the Board, in
its absolute discretion, approves as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any other purpose that the Board determines
is conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve in the manner in which it was created.

Section 2. Fiscal Year. The fiscal year of the
Corporation shall end on January 31 of each year unless changed by resolution of
the Board.

Section 3. Corporate Seal. The corporate seal shall
have inscribed 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 to be impressed, affixed or otherwise reproduced.

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Section 4. Reliance upon Books, Reports and Records.
Except as provided by applicable law, each director and each member of a Board
committee 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, associates or Board committees or by
any other person as to matters that the director reasonably believes are within
such person153s professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

Section 5. Electronic Transmissions. For purposes of
these Bylaws, “electronic transmission” means any form of
communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved, and reviewed by a recipient,
and that may be directly reproduced in paper form by such recipient through an
automated process.

Section 6. Waivers of Notice. Whenever notice is
required to be given under any provision of the Delaware General Corporation
Law, the Certificate of Incorporation or these Bylaws, a written waiver of that
notice, signed by the person entitled to that notice, or a waiver by electronic
transmission by the person entitled to that notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of that meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of that meeting, to the transaction of any business because that
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the
stockholders, Board, or Board committee need be specified in any written waiver
of notice or any waiver by electronic transmission.

ARTICLE VIII

AMENDMENTS

These Bylaws may be altered, amended, or repealed, or new Bylaws may be
adopted, by the stockholders or by the Board.