Section 5.01 Contracts with Governmental Authorities………………. 20
\nSection 5.02 Appointment of Agents………………………………. 21
\nSection 5.03 Execution of Other Contracts, etc……………………. 21
\nSection 5.04 Loans…………………………………………….. 21
\nSection 5.05 Checks, Drafts, etc………………………………… 22
\nSection 5.06 Deposits………………………………………….. 22
\nSection 5.07 General and Special Bank Accounts……………………. 22
\nSection 5.08 Proxies in Respect of Stock or Other
\n Securities of Other Corporations…………………….. 22<\/p>\n
Section 7.01 Registered Office………………………………….. 25
\nSection 7.02 Other Offices……………………………………… 25<\/p>\n
Section 8.01 Dividends, Surplus, etc…………………………….. 25<\/p>\n
ARTICLE IX – Indemnification of Directors, Officers, Employees and Agents<\/p>\n
\nSection 9.07 Accrual of Claims; Successors……………………….. 30
\nSection 9.08 Corporate Obligations; Reliance……………………… 30
\nSection 9.09 Insurance…………………………………………. 30
\nSection 9.10 Definitions of Certain Terms………………………… 30
\nSection 9.11 Saving Clause……………………………………… 31<\/p>\n
ARTICLE X – Seal<\/p>\n
Section 10.01 Seal………………………………………………. 31<\/p>\n
ARTICLE XI – Fiscal Year<\/p>\n
Section 10.01 Fiscal Year………………………………………… 31<\/p>\n
ARTICLE XII – Waiver of Notices<\/p>\n
Section 12.01 Waiver of Notices…………………………………… 32<\/p>\n
ARTICLE XIII – Gender<\/p>\n
Section 13.01 Gender…………………………………………….. 32<\/p>\n
ARTICLE XIV – Amendments<\/p>\n
Section 14.01 Amendments…………………………………………. 32
\n<\/table>\n
BY-LAWS<\/p>\n
OF<\/p>\n
BETHLEHEM STEEL CORPORATION<\/p>\n
————————<\/p>\n
ARTICLE I.<\/p>\n
Meetings of Stockholders, Etc.<\/p>\n
SECTION 1.01. Annual Meeting. The annual meeting of the stockholders
\nof Bethlehem Steel Corporation (herein called the “Corporation”) shall, unless
\nthe Board of Directors (herein called the “Board”) shall designate another time
\nor place, be held on the Tuesday immediately preceding the last Wednesday in
\nApril in each year (or, if that day shall be a legal holiday, then on the next
\npreceding business day) at such hour as may be specified in the notice thereof,
\nin the City of Wilmington, in the State of Delaware, and at such place within
\nsaid City as shall be fixed by the Board, for the purpose of electing directors
\nand for the transaction of such other business as may properly be brought before
\nsuch meeting. If any annual meeting shall not be held on the day designated
\nherein or the directors shall not have been elected thereat or at any
\nadjournment thereof, the Board shall cause a special meeting of the stockholders
\nto be held as soon thereafter as practicable for the election of directors. At
\nsuch special meeting, the stockholders may elect directors and transact other
\nbusiness with the same force and effect as at an annual meeting of the
\nstockholders duly called and held.<\/p>\n
SECTION 1.02. Business to be Brought Before an Annual Meeting of
\nStockholders. Any business properly brought before an annual meeting of the
\nstockholders of the Corporation may be transacted at such meeting. To be
\nproperly brought before an annual meeting, business must be (i) specified in the
\nnotice of the meeting (or any supplement thereto) given by or at the direction
\nof the Board, (ii) brought before the meeting by or at the direction of the
\nBoard pursuant to a vote of not less than four-fifths of the whole Board or
\n(iii) otherwise properly brought before the meeting by a stockholder. For
\nbusiness to be properly brought before an annual meeting by a stockholder, the
\nstockholder must have given such written notice of the proposed business, either
\nby personal delivery or by United States mail, postage prepaid, to the Secretary
\nof the Corporation, that the Secretary shall receive such notice at least 90
\ndays prior to the anniversary date of the immediately preceding annual meeting
\nor not later than ten days after notice or public disclosure of the date of the
\nannual meeting shall be given or made to stockholders, whichever date shall be
\nearlier.<\/p>\n
2<\/p>\n
Subject to Section 2.03 hereof, any such notice shall set forth as to each item
\nof business the stockholder shall propose to bring before the annual meeting (i)
\na brief description of such item of business and the reasons for conducting it
\nat such meeting and, in the event that such item of business shall include a
\nproposal to amend or to recommend the amendment of either the Restated
\nCertificate of Incorporation of the Corporation (which term as used herein shall
\ninclude any amendments to the Restated Certificate) or these By-laws, the text
\nof the proposed amendment, (ii) the name and address of the stockholder
\nproposing such item of business, (iii) a representation that the stockholder is
\na holder of record of stock of the Corporation entitled to vote at such meeting
\nand intends to appear in person or by proxy at the meeting to propose such item
\nof business and (iv) any material interest of the stockholder in such item of
\nbusiness. Only business which shall have been properly brought before an annual
\nmeeting of stockholders in accordance with these By-laws shall be conducted at
\nsuch meeting, and the Chairman of such meeting may refuse to permit any business
\nto be brought before such meeting which shall not have been properly brought
\nbefore it in accordance with these By-laws.<\/p>\n
SECTION 1.03. Special Meeting. Except as otherwise required by law,
\nspecial meetings of the stockholders for any purpose or purposes may be called
\nonly by (i) the Chairman, (ii) the President, (iii) the Secretary or (iv) the
\nmajority of the whole Board. Only such business as shall be specified in the
\nnotice of any special meeting of the stockholders shall come before such
\nmeeting.<\/p>\n
SECTION 1.04. Place of Meetings. Any meeting of the stockholders for
\nthe election of directors shall, unless the Board shall designate another place,
\nbe held in the City of Wilmington, in the State of Delaware, and at such place
\nwithin said City as shall be fixed by the Board. All other meetings of the
\nstockholders shall be held at such places, within or without the State of
\nDelaware, as may from time to time be designated by the Board or in the
\nrespective notices or waivers of notice thereof.<\/p>\n
SECTION 1.05. Notice of Meetings. Every stockholder shall furnish the
\nSecretary with an address at which notices of meetings and all other corporate
\nnotices may be served on or mailed to him. Except as otherwise expressly
\nrequired by law, notice of each meeting of the stockholders, whether annual or
\nspecial, shall, not less than ten (10) nor more than sixty (60) days before the
\ndate of the meeting, be given to each stockholder of record entitled to vote at
\nsuch meeting by delivering a typewritten or printed notice thereof to him
\npersonally or by depositing such notice in the United States mail, in a postage
\nprepaid envelope, directed to him at his post-office address furnished by him to
\nthe Secretary for such purpose, or, if he shall not have furnished to the
\nSecretary his post-office address for such purpose, but his address shall
\notherwise appear on the records of the Corporation, then at his address as it
\nshall so<\/p>\n
3<\/p>\n
appear on the records of the Corporation, or, if he shall not have furnished to
\nthe Secretary his post-office address for such purpose and his address shall not
\notherwise appear on the records of the Corporation, then at the registered
\noffice of the Corporation in the State of Delaware. If mailed, notice shall be
\ndeemed given when deposited in the United States mail, postage prepaid. Except
\nwhen expressly required by law, no publication of any notice of a meeting of the
\nstockholders shall be required. Every notice of a meeting of the stockholders
\nshall state the place, date and hour of the meeting and, in the case of a
\nspecial meeting, the purpose or purposes for which the meeting shall be called.
\nNevertheless, notice of any meeting of the stockholders shall not be required to
\nbe given to any stockholder who shall attend such meeting in person or by proxy
\nexcept a stockholder who shall attend such meeting for the express purpose of
\nobjecting, at the beginning of the meeting, to the transaction of any business
\non the grounds that the meeting shall not have been lawfully called or convened;
\nand, if any stockholder shall, in person or by attorney thereunto authorized, in
\nwriting or by telegraph, cable, wireless, telex, telefax or other form of
\nrecorded communication, waive notice of any meeting of the stockholders, notice
\nthereof need not be given to him. It shall not be necessary to state in any
\nnotice of a meeting of the stockholders as a purpose thereof any matter relating
\nto the conduct of such meeting. Except when expressly required by law, notice of
\nany adjourned meeting of the stockholders need not be given if the time and
\nplace thereof shall be announced at the meeting at which the adjournment shall
\nbe taken, unless such adjournment shall be for more than 30 days or a new record
\ndate shall be fixed for an adjourned meeting.<\/p>\n
SECTION 1.06. Quorum. At each meeting of the stockholders, with the
\nexception of any meeting for the election of directors summarily ordered as
\nprovided by the General Corporation Law of the State of Delaware, stockholders
\nholding of record a majority of the shares of stock of the Corporation entitled
\nto be voted thereat shall be present in person or by proxy to constitute a
\nquorum for the transaction of business. In the absence of a quorum at any such
\nmeeting or any adjournment or adjournments thereof, a majority in voting
\ninterest of those present in person or by proxy and entitled to vote thereat, or
\nin the absence therefrom of all the stockholders, any officer entitled to
\npreside at, or to act as secretary of, such meeting may adjourn such meeting
\nfrom time to time. At any such adjourned meeting at which a quorum may be
\npresent any business may be transacted which might have been transacted at the
\nmeeting as originally called. The absence from any meeting of stockholders
\nholding the number of shares of stock of the Corporation required by the laws of
\nthe State of Delaware or by the Restated Certificate of Incorporation of the
\nCorporation or by these By-laws for action upon any given matter shall not
\nprevent action at such meeting upon any other matter or matters which may
\nproperly come before the meeting, if there shall be present thereat in person or
\nby proxy stockholders holding the number of shares of stock of the Corporation
\nrequired in respect of such other<\/p>\n
4<\/p>\n
matter or matters.<\/p>\n
SECTION 1.07. Organization. At each meeting of the stockholders the
\nChairman, or, if he shall be absent therefrom, the President, or if he shall be
\nabsent therefrom, a Vice Chairman, or, if there shall not be any Vice Chairman
\nin office or if all the Vice Chairmen also shall be absent therefrom, a Vice
\nPresident or another officer of the Corporation chosen as chairman of such
\nmeeting by a majority in voting interest of the stockholders present in person
\nor by proxy and entitled to vote thereat, or, if all the officers of the
\nCorporation shall be absent therefrom, a stockholder holding of record shares of
\nstock of the Corporation so chosen, shall act as chairman of the meeting and
\npreside thereat; and the Secretary, or, if he shall be absent from such meeting
\nor shall be required pursuant to the provisions of this Section 1.07 to act as
\nchairman of such meeting, the person (who shall be an Assistant Secretary, if an
\nAssistant Secretary shall be present thereat) whom the chairman of such meeting
\nshall appoint shall act as secretary of such meeting and keep the minutes
\nthereof.<\/p>\n
SECTION 1.08. Order of Business. The order of business at each meeting
\nof the stockholders shall be determined by the chairman of such meeting, but
\nsuch order of business may be changed by the vote of a majority in voting
\ninterest of those present in person or by proxy at such meeting and entitled to
\nvote thereat.<\/p>\n
SECTION 1.09. Voting. Except as otherwise provided in the Restated
\nCertificate of Incorporation of the Corporation, each stockholder shall be
\nentitled to one vote in person or by proxy for each share of stock of the
\nCorporation held by him and registered in his name on the books of the
\nCorporation on the date fixed pursuant to the provisions of Section 6.05 hereof
\nas the record date for the determination of stockholders who shall be entitled
\nto notice of and to vote at the meeting of stockholders, or to express consent
\nto corporate action in writing without a meeting, as the case may be. Shares of
\nits own stock belonging to the Corporation or to another corporation, if a
\nmajority of the shares entitled to vote in the election of directors of such
\nother corporation shall be held by the Corporation, shall not be entitled to
\nvote. Persons holding in a fiduciary capacity stock of the Corporation shall be
\nentitled to vote such stock so held, and persons whose stock shall be pledged
\nshall be entitled to vote such stock, unless in the transfer by the pledgor on
\nthe books of the Corporation he shall have expressly empowered the pledgee to
\nvote thereon, in which case only the pledgee, or his proxy, may represent such
\nstock and vote thereon. If shares of stock of the Corporation shall stand of
\nrecord in the names of two or more persons, whether fiduciaries, members of a
\npartnership, joint tenants, tenants in common, tenants by the entirety or
\notherwise, or if two or more persons shall have the same fiduciary relationship
\nrespecting the same shares of stock of the Corporation, unless the Secretary
\nshall have been given written notice to the contrary and have been furnished<\/p>\n
5<\/p>\n
with a copy of the instrument or order appointing them or creating the
\nrelationship wherein it is so provided, their acts with respect to voting shall
\nhave the following effect:<\/p>\n
(i) if only one shall vote, his act shall bind all;<\/p>\n
(ii) if more than one shall vote, the act of the majority so voting
\n shall bind all; and<\/p>\n
(iii) if more than one shall vote, but the vote shall be evenly split
\n on any particular matter, then, except as otherwise required by the General
\n Corporation Law of the State of Delaware, each faction may vote the shares
\n in question proportionally.<\/p>\n
If the instrument so filed shall show that any such tenancy shall be held in
\nunequal interests, the majority or even-split for the purpose of the next
\nforegoing sentence shall be a majority or even-split in interest. Any vote on
\nstock of the Corporation at any meeting of the stockholders by the stockholder
\nentitled thereto, and any expression of consent or dissent to corporate action
\nwithout a meeting by the stockholder entitled to express such consent or
\ndissent, may be given in person or by his proxy appointed by an instrument in
\nwriting subscribed by such stockholder or by his attorney thereunto authorized
\nand delivered to the Secretary of the Corporation or in the case of a vote at a
\nmeeting to such Secretary or to the Secretary of the meeting; provided, however,
\nthat no proxy shall be voted or acted upon after three (3) years from its date,
\nunless said proxy shall provide for a longer period. At all meetings of the
\nstockholders all matters, except those specified in Section 2.04 of these By-
\nlaws, and except also those the manner of deciding upon which shall be otherwise
\nexpressly regulated by law or by the Restated Certificate of Incorporation of
\nthe Corporation, shall be decided by the vote of a majority in voting interest
\nof the stockholders present in person or by proxy and entitled to vote thereat,
\na quorum being present. Except in the case of votes for the election of
\ndirectors, unless demanded by a stockholder of the Corporation present in person
\nor by proxy at any meeting of the stockholders and entitled to vote thereat or
\nso directed by the chairman of the meeting, the vote thereat on any other
\nquestion need not be by ballot. Upon a demand of any such stockholder for a vote
\nby ballot on any question or at the direction of such chairman that a vote by
\nballot be taken on any question, such vote shall be taken. On a vote by ballot
\neach ballot shall be signed by the stockholder voting, or by his proxy, if there
\nbe such proxy, and shall state the number of shares voted.<\/p>\n
SECTION 1.10. List of Stockholders. It shall be the duty of the Secretary
\nor other officer of the Corporation who shall have charge of its stock ledger,
\neither<\/p>\n
6<\/p>\n
directly or through another officer of the Corporation designated by him or
\nthrough a transfer agent appointed by the Board, to prepare and make, at least
\nten (10) days before every meeting of the stockholders, a complete list of the
\nstockholders entitled to vote thereat, arranged in alphabetical order, and
\nshowing the address of each stockholder and the number of shares registered in
\nthe name of each stockholder. Such list shall be open to the examination of any
\nstockholder, for any purpose germane to the meeting, during ordinary business
\nhours, for a period of at least ten (10) days prior to said meeting, either at a
\nplace within the city where said meeting is to be held, which place shall be
\nspecified in the notice of said meeting, or, if not so specified, at the place
\nwhere said meeting is to be held. The list shall also be produced and kept at
\nthe time and place of said meeting during the whole time thereof, and may be
\ninspected by any stockholder who shall be present thereat. Upon the willful
\nneglect or refusal of the directors to produce such list at any meeting for the
\nelection of directors, they shall be ineligible for election to any office at
\nsuch meeting. The stock ledger shall be the only evidence as to who are the
\nstockholders entitled to examine the stock ledger, such list or the books of the
\nCorporation, or to vote in person or by proxy at any meeting of stockholders.<\/p>\n
SECTION 1.11. Inspectors of Votes. At each meeting of the stockholders
\nthe chairman of such meeting may appoint two Inspectors of Votes to act thereat.
\nEach Inspector of Votes so appointed shall first subscribe an oath or
\naffirmation faithfully to execute the duties of an Inspector of Votes at such
\nmeeting with strict impartiality and according to the best of his ability. Such
\nInspectors of Votes, if any, shall take charge of the ballots at such meeting
\nand after the balloting thereat on any question shall count the ballots cast
\nthereon and shall make a report in writing to the secretary of such meeting of
\nthe results thereof. An Inspector of Votes need not be a stockholder of the
\nCorporation, and any officer of the Corporation may be an Inspector of Votes on
\nany question other than a vote for or against his election to any position with
\nthe Corporation or on any other question in which he may be directly interested.<\/p>\n
SECTION 1.12. Consent of Stockholders in lieu of Meeting. (a) Anything
\nin these By-laws to the contrary notwithstanding, any action required by the
\nGeneral Corporation Law of the State of Delaware to be, or which may be, taken
\nat any annual or special meeting of the stockholders may be taken without a
\nmeeting, without prior notice and without a vote, if a consent or consents in
\nwriting, setting forth the action so taken, shall be signed in person or by
\nproxy by the holders of outstanding stock having not less than the minimum
\nnumber of votes that would be necessary to authorize or take such action at a
\nmeeting at which all shares entitled to vote thereon were present and voted and
\nif the procedures in this Section 1.12 shall be complied with.<\/p>\n
7<\/p>\n
(b) A record date for determining stockholders entitled to express
\nconsent to stockholder action in writing without a meeting shall be fixed by the
\nBoard of Directors of the Corporation (a “Consent Record Date”), which record
\ndate shall not precede the date upon which the resolution fixing the Consent
\nRecord Date shall be adopted by the Board and which shall not be more than ten
\ndays after the date upon which such resolution shall have been adopted. Any
\nstockholder seeking to have the stockholders authorize or take action by written
\nconsent without a meeting shall give written notice either by personal delivery
\nor by United States mail, postage prepaid, to the Secretary, of the intent of
\nsuch stockholder to take action by written consent, which notice shall request
\nthe Board of Directors to fix a Consent Record Date. The Board of Directors
\nshall, within 10 days of the receipt of such notice, fix as the Consent Record
\nDate a date which shall not precede the date upon which the resolution fixing
\nthe Consent Record Date shall be adopted by the Board and which shall not be
\nmore than ten days after the date upon which such resolution shall have been
\nadopted.<\/p>\n
(c) Every written consent pursuant to this Section 1.12 shall bear the
\ndate of signature of each stockholder who shall sign such consent and no written
\nconsent shall be effective to take the corporate action referred to therein
\nunless, within sixty (60) days of the date of earliest dated consent delivered
\nto the Corporation in the manner required by this Section 1.12, written consents
\nsigned by a sufficient number of stockholders to take action shall be delivered
\nto the Corporation by delivery to its registered office in the State of
\nDelaware, its principal place of business or to an officer or agent of the
\nCorporation having custody of the books in which meetings and proceedings of the
\nstockholders shall be recorded. Delivery made to said registered office of the
\nCorporation shall be by hand or by certified or registered mail, return receipt
\nrequested.<\/p>\n
(d) The date for determining if an action shall have been validly
\nconsented to by the holders of shares of outstanding stock of the Corporation
\nhaving the requisite voting power to authorize or take such action shall be the
\nearliest of (i) the date on which the required minimum number of votes have been
\nreceived and the validity of the actions have been reviewed, (ii) the 60th day
\nafter the Consent Record Date or (iii) the 60th day after the date of the
\nearliest consent delivered to the Corporation.<\/p>\n
(e) Prompt notice of the taking of the corporate action without a
\nmeeting by less than unanimous written consent shall be given to those
\nstockholders who shall not have consented in writing.<\/p>\n
8<\/p>\n
ARTICLE II.<\/p>\n
Board of Directors.<\/p>\n
SECTION 2.01. General Powers. The property, business and affairs of
\nthe Corporation shall be managed by or under the direction of the Board.<\/p>\n
SECTION 2.02. Number and Term of Office. Subject to the requirements
\nof the laws of the State of Delaware and of the Restated Certificate of
\nIncorporation of the Corporation, the Board may from time to time by the vote of
\nthe majority of the whole Board determine the number of directors. Until the
\nBoard shall otherwise so determine or Section 6 of Article FOURTH of such
\nRestated Certificate of Incorporation shall otherwise so require, the number of
\ndirectors shall be fifteen (15). Each of the directors of the Corporation shall
\nhold office until his successor shall be elected and shall qualify, or until his
\ndeath or until he shall resign or shall have been removed in the manner
\nhereinafter provided.<\/p>\n
SECTION 2.03. Nominations for the Election of Directors. Subject to
\nthe rights of the holders of any class or series of stock having a preference
\nover the Common Stock as to dividends or upon liquidation and otherwise subject
\nto the rights of stockholders under the General Corporation Law of the State of
\nDelaware, nominations for the election of directors shall be made by the Board.
\nAny stockholder entitled to vote for the election of directors at a meeting may
\nrecommend for nomination by the Board persons for election as directors.
\nWritten notice of the recommendation of such stockholder shall be given, either
\nby personal delivery or by United States mail, postage prepaid, to the Secretary
\nof the Corporation not later than (i) with respect to an election to be held at
\nan annual meeting of stockholders, on the date designated in Section 1.01
\nhereof, 90 days in advance of such meeting and (ii) with respect to an election
\nto be held at a special meeting of stockholders for the election of directors,
\nthe close of business on the tenth day following the date on which notice of
\nsuch meeting shall first be given to stockholders. Each such notice shall set
\nforth: (a) the name and address of the stockholder who shall make such
\nrecommendation and of the person or persons to be nominated; (b) a
\nrepresentation that the stockholder is a holder of record of stock of the
\nCorporation entitled to vote at such meeting; (c) a description of all
\narrangements or understandings between the stockholder and each nominee and any
\nother person or persons (naming such person or persons) pursuant to which the
\nnomination or nominations are recommended by the stockholder; (d) such other
\ninformation regarding each recommended person proposed by such stockholder as
\nwould have been required to be included in a proxy statement filed pursuant to
\nthe proxy rules of the Securities and Exchange Commission had each such person
\nbeen nominated, or intended to be nominated, by the Board of Directors; <\/p>\n
9<\/p>\n
and (e) the consent in writing of each such person to serve as a director of the
\nCorporation if so elected. The chairman of the meeting may refuse to acknowledge
\nthe nomination of any person not recommended in compliance with the foregoing
\nprocedure.<\/p>\n
SECTION 2.04. Election of Directors. At each meeting of the
\nstockholders entitled to vote for the election of directors at which a quorum
\nshall be present, the persons receiving the greatest number of votes, up to the
\nnumber of directors to be elected, shall be the directors. Such election shall
\nbe by ballot in accordance with the provisions of Section 1.09 hereof.<\/p>\n
SECTION 2.05. Organization. At each meeting of the Board the
\nChairman, or, if he shall be absent therefrom, the President, or, if he shall be
\nabsent therefrom, a Vice Chairman or, if there shall not be any Vice Chairman in
\noffice or if all the Vice Chairmen also shall be absent therefrom, a director
\nchosen by a majority of the directors present thereat, shall act as chairman of
\nsuch meeting and preside thereat. The Secretary, or in case of his absence the
\nperson whom the chairman of such meeting shall appoint, shall act as secretary
\nof such meeting and keep the minutes thereof.<\/p>\n
SECTION 2.06. Resignations. Any director may resign at any time by
\ngiving written notice of his resignation to the Corporation. Any such
\nresignation shall take effect at the time specified therein, or, if the time
\nwhen it shall become effective shall not be specified therein, then it shall
\ntake effect immediately upon its receipt by the Chairman, the President, any of
\nthe Vice Chairmen, or the Secretary; and, unless otherwise specified therein,
\nthe acceptance of such resignation shall not be necessary to make it effective.<\/p>\n
SECTION 2.07. Vacancies, etc. In case of any increase in the number
\nof directors, the additional director or directors, and, in case of any vacancy
\nin the Board due to death, resignation, disqualification, removal or any other
\ncause, the successor to fill the vacancy shall be elected by the holders of
\nshares of stock entitled to vote at an annual or special meeting of said holders
\nor by a majority of the directors then in office, though less than a quorum, or
\nby a sole remaining director. When one or more directors shall resign from the
\nBoard, effective at a future date, a majority of the directors then in office,
\nincluding those who shall have so resigned, shall have the power to fill such
\nvacancy or vacancies, the vote thereon to take effect when such resignation or
\nresignations shall become effective.<\/p>\n
SECTION 2.08. Place of Meeting, etc. The Board may hold its meetings
\nat such place or places within or without the State of Delaware as the Board may
\nfrom <\/p>\n
10<\/p>\n
time to time by resolution determine or as shall be designated in the respective
\nnotices or waivers of notice thereof.<\/p>\n
SECTION 2.09. First Meeting. As soon as practicable after each
\nannual election of directors, the Board shall meet for the purpose of
\norganization and the transaction of other business.<\/p>\n
SECTION 2.10. Regular Meetings. Regular meetings of the Board shall
\nbe held at such times as the Board shall from time to time by resolution
\ndetermine. If any day fixed for a regular meeting shall be a legal holiday at
\nthe place where the meeting is to be held, then the meeting which would
\notherwise be held on that day shall be held at the same hour on the next
\nsucceeding business day. Except as otherwise provided by law, notices of
\nregular meetings need not be given.<\/p>\n
SECTION 2.11. Special Meetings; Notice. Special meetings of the
\nBoard shall be held whenever called by the Chairman, the President, the
\nSecretary or a majority of the directors at the time in office. A notice shall
\nbe given as hereinafter in this Section 2.11 provided of each such special
\nmeeting, in which shall be stated the time and place of such meeting, but,
\nexcept as otherwise expressly provided by law or by these By-laws, the purposes
\nthereof need not be stated in such notice. Except as otherwise provided by law,
\nnotice of each such meeting shall be mailed to each director, addressed to him
\nat his residence or usual place of business, at least two (2) days before the
\nday on which such meeting is to be held, or shall be sent addressed to him at
\nsuch place by telegraph, cable, wireless, telex, telefax or other form of
\nrecorded communication or be delivered personally or by telephone not later than
\nthe day before the day on which such meeting is to be held. Notice of any
\nmeeting of the Board need not, however, be given to any director who shall
\nattend such meeting except a director who shall attend such meeting for the
\nexpress purpose of objecting, at the beginning of the meeting, to the
\ntransaction of any business on the grounds that the meeting shall not have been
\nlawfully called or convened; and, if any director shall, in writing or by
\ntelegraph, cable, wireless, telex, telefax or other form of recorded
\ncommunication, waive notice of any meeting of the Board, notice thereof need not
\nbe given to him.<\/p>\n
SECTION 2.12. Quorum and Manner of Acting. Subject to the provisions
\nof Section 2.07 hereof, a majority of the whole Board shall be present in person
\nat any meeting of the Board (participation in a meeting by means of conference
\ntelephone or similar communications equipment by means of which all persons
\nparticipating in the meeting can hear each other to constitute presence in
\nperson at such meeting) in order to constitute a quorum for the transaction of
\nbusiness at such meeting and, except as specified in Sections 1.02, 1.03, 2.02,
\n2.07, 3.01, 3.05, 3.06, 3.07, 3.08, 4.01, 4.04, 4.07, and 4.21 hereof, and
\nexcept also as otherwise expressly provided by law, the vote <\/p>\n
11<\/p>\n
of a majority of the directors present at any such meeting at which a quorum is
\npresent shall be the act of the Board; provided, however, that any person who
\nshall both be in the employ of the Corporation or of one or more of its
\nsubsidiary companies and be a director of the Corporation (herein “Executives of
\nthe Corporation”) shall not as a member of the Board have any vote in the
\ndetermination of the amount that shall be paid to him as a fixed salary or as
\nany other form of compensation and provided further that in the case of a vote
\nin good faith authorizing any contract or transaction between the Corporation
\nand one or more of its directors or officers, or between the Corporation and any
\nother corporation, partnership, association or other organization in which one
\nor more of its directors or officers are directors or officers or have a
\nfinancial interest, if the material facts as to the relationship or interest of
\nthe directors or officers of the Corporation as to the contract or transaction
\nare disclosed or known to the Board, the affirmative votes of a majority of the
\ndisinterested directors of the Corporation, even though the disinterested
\ndirectors shall be less than a quorum, shall be the act of the Board. In the
\nabsence of a quorum from any such meeting, a majority of the directors present
\nthereat may adjourn such meeting from time to time until a quorum shall be
\npresent thereat. Notice of any adjourned meeting need not be given. The
\ndirectors shall act only as a board and the individual directors shall have no
\npower as such. Anything in these By-laws to the contrary notwithstanding, any
\naction required or permitted to be taken at any meeting of the Board may be
\ntaken without a meeting if all members of the Board consent thereto in writing
\nand the writing or writings are filed with the minutes of proceedings of the
\nBoard.<\/p>\n
SECTION 2.13. Removal of Directors. Any director may be removed,
\neither with or without cause, at any time, by the affirmative vote of
\nstockholders of record of the Corporation holding of record a majority of the
\nshares then entitled to vote at an election of directors; and the vacancy in the
\nBoard caused by any such removal may be filled as provided in Section 2.07
\nhereof. In the case of the removal of a director for cause, “Cause” is hereby
\ndefined as the willful and continuous failure substantially to perform one’s
\nduties to the Corporation or the willful engaging in gross misconduct materially
\nand demonstrably injurious to the Corporation.<\/p>\n
SECTION 2.14. Compensation. Unless otherwise expressly provided by
\nresolution adopted by the Board, neither any of the directors nor any of the
\nmembers of any committee of the Corporation contemplated by these By-laws or
\notherwise provided for by resolution of the Board shall, as such, receive any
\nstated compensation for his services; but the Board may at any time or from time
\nto time by resolution provide that a specified sum shall be paid to any director
\nof the Corporation or to any member of any such committee who shall not
\notherwise be in the employ of the Corporation or of any of its subsidiary
\ncompanies, either as his annual compensation as such director or member or as
\ncompensation for his attendance at meetings of the <\/p>\n
12<\/p>\n
Board or of such committee. The Board may also likewise provide that the
\nCorporation shall reimburse each such director or member of such committee for
\nany expenses paid by him on account of his attendance at any such meeting.
\nNothing in this Section 2.14 contained shall be construed to preclude any
\ndirector from serving the Corporation in any other capacity and receiving
\ncompensation therefor.<\/p>\n
ARTICLE III.<\/p>\n
Committees.<\/p>\n
SECTION 3.01. Executive Committee; How Constituted and Powers. The
\nBoard, by resolution adopted by a majority of the whole Board, may designate not
\nless than two (2) of the directors then in office, who shall include the
\nChairman and the President, to constitute an Executive Committee (herein called
\nthe “Executive Committee”) which during the intervals between meetings of the
\nBoard of Directors shall have and may exercise all the delegable powers of the
\nBoard to the extent permitted by law and as provided in said resolution or in
\nanother resolution or other resolutions so adopted by the Board; and it shall
\nhave power to authorize the seal of the Corporation to be affixed to all papers
\nwhich may require it.<\/p>\n
SECTION 3.02. Organization, etc. The Chairman or, if he shall be
\nabsent therefrom, the President shall act as chairman at all meetings of the
\nExecutive Committee and the Secretary shall act as secretary thereof. In case
\nof the absence from any meeting of the Committee of the Chairman, the President,
\nor the Secretary, the Committee may appoint a chairman or secretary, as the case
\nmay be, of the meeting.<\/p>\n
SECTION 3.03. Meetings. Regular meetings of the Executive Committee,
\nof which notice shall not be necessary, shall be held on such days and at such
\nplaces, within or without the State of Delaware, as shall be fixed by resolution
\nadopted by a majority of the Committee and communicated to all its members.
\nSpecial meetings of the Committee shall be held whenever called by the Chairman,
\nthe President, the Secretary or a majority of the members of such Committee then
\nin office. Notice of each special meeting of the Committee shall be given by
\nmail, telegraph, cable, wireless, telex, telefax or other form of recorded
\ncommunication or be delivered personally or by telephone to each member of the
\nCommittee not later than the day before the day on which such meeting is to be
\nheld. Notice of any such meeting need not, however, be given to any member of
\nthe Committee who shall attend such meeting except a member of the Committee who
\nshall attend such meeting for the express purpose of objecting, at the beginning
\nof the meeting, to the transaction of any <\/p>\n
13<\/p>\n
business on the grounds that the meeting shall not have been lawfully called or
\nconvened; and, if any member of the Committee shall, in writing or by telegraph,
\ncable, wireless, telex, telefax or other form of recorded communication, waive
\nnotice of any meeting of the Committee, notice thereof need not be given to him.
\nSubject to provisions of this Article III, the Committee, by resolution adopted
\nby a majority of the whole Committee, shall fix its own rules of procedure, and
\nit shall keep a record of its proceedings and report them to the Board at the
\nnext regular meeting thereof after such proceedings shall have been taken. All
\nsuch proceedings shall be subject to revision or alteration by the Board;
\nprovided, however, that third parties shall not be prejudiced by any such
\nrevision or alteration.<\/p>\n
SECTION 3.04. Quorum and Manner of Acting. A majority of the
\nExecutive Committee shall be present in person at any meeting of the Committee
\n(participation in a meeting by means of conference telephone or similar
\ncommunications equipment by means of which all persons participating in the
\nmeeting can hear each other to constitute presence in person at such meeting) in
\norder to constitute a quorum for the transaction of business, and the act of a
\nmajority of those present at a meeting thereof at which a quorum shall be
\npresent shall be the act of the Committee; provided, however, that in the case
\nof a vote in good faith authorizing any contract or transaction between the
\nCorporation and one or more of its directors or officers, or between the
\nCorporation and any other corporation, partnership, association or other
\norganization in which one more of its directors or officers shall be directors
\nor officers or have a financial interest, if the material facts as to the
\nrelationship or interest of the directors or officers of the Corporation as to
\nthe contract or transaction shall be disclosed or known to the Executive
\nCommittee, the vote of a majority of the disinterested members of the Committee,
\neven though the disinterested members shall be less than a quorum, shall be the
\nact of the Committee. The members of the Committee shall act only as a
\ncommittee, and the individual members shall have no power as such.<\/p>\n
SECTION 3.05. Resignations; Removal; Vacancies. Any member of the
\nExecutive Committee may resign therefrom at any time by giving written notice of
\nhis resignation to the Corporation. Any such resignation shall take effect at
\nthe time specified therein, or, if the time when it shall become effective shall
\nnot be specified therein, then it shall take effect immediately upon its receipt
\nby the Corporation; and, unless otherwise specified therein, the acceptance of
\nsuch resignation shall not be necessary to make it effective. The Board by
\nresolution adopted by a majority of the whole Board may remove any member of the
\nExecutive Committee. Any vacancy in the Executive Committee shall be filled by
\nthe vote of a majority of the whole Board.<\/p>\n
SECTION 3.06. Other Committees. The Board, by resolution adopted by
\na majority of the whole Board, shall constitute a Finance Committee, which shall
\nconsist <\/p>\n
14<\/p>\n
of not less than three (3) members, the majority of whom shall be directors and
\none of whom shall be designated by the Board to act as chairman of such
\nCommittee. Subject to any limitations prescribed by the Board, the Finance
\nCommittee shall have authority to advise with the Board, the Executive Committee
\nand the officers and employees of the Corporation with respect to all
\nactivities, plans and policies affecting the financial affairs of the
\nCorporation.<\/p>\n
The Board, by resolution adopted by a majority of the whole Board,
\nshall constitute an Audit Committee, an Executive Compensation Committee, a
\nNominating Committee and such other committees as it may determine, which shall
\nin each case consist of such directors and, at the discretion of the Board, such
\nofficers of the Corporation who shall not be directors and shall have and may
\nexercise such powers as the Board may by resolution determine and specify in the
\nrespective resolutions appointing them; provided, however, that (a) unless all
\nthe members of any committee shall be directors, such committee shall not have
\nauthority to exercise any of the powers of the Board in the management of the
\nbusiness and affairs of the Corporation, and (b) if any committee shall have the
\npower to determine the amounts of the respective fixed salaries of the
\nExecutives of the Corporation or any of them, such committee shall consist of
\nnot less than three (3) members and none of its members shall have any vote in
\nthe determination of the amount that shall be paid to him as a fixed salary.<\/p>\n
SECTION 3.07. Procedures. A majority of all the members of the
\nFinance Committee or of any other Committee organized pursuant to Section 3.06
\nhereof may fix its rules of procedure, determine its action and fix the time and
\nplace, whether within or without the State of Delaware, of its meetings
\n(participation in a meeting by means of conference telephone or similar
\ncommunications equipment by means of which all persons participating in the
\nmeeting can hear each other to constitute presence in person at such meeting)
\nand specify what notice thereof, if any, shall be given, unless the Board shall
\notherwise by resolution provide. The Board, by resolution adopted by a majority
\nof the whole Board, shall have power to change the members of any committee
\nreferred to in this Section 3.07 at any time, to fill vacancies therein and to
\ndischarge any such committee, either with or without cause, at any time.<\/p>\n
SECTION 3.08. Action by Consent in Writing. Anything in these By-
\nlaws to the contrary notwithstanding, any action required or permitted to be
\ntaken at any meeting of any committee referred to in this Article III may be
\ntaken without a meeting if all members of the committee shall consent thereto in
\nwriting and the writing or writings shall be filed with the minutes of
\nproceedings of the committee.<\/p>\n
15<\/p>\n
ARTICLE IV.<\/p>\n
Officers.<\/p>\n
SECTION 4.01. Number. The Corporation shall have the following
\nofficers as determined by a resolution or resolutions adopted by a majority of
\nthe whole Board: a Chairman (who shall be a director), a President (who shall
\nbe a director), one or more Vice Chairmen (one or more of whom may be
\ndirectors), one or more Vice Presidents (one or more of whom may be directors
\nand may be designated an Executive Vice President, a Group Executive Vice
\nPresident or a Senior Vice President), one or more Assistant Vice Presidents, a
\nController, one or more Assistant Controllers, a General Counsel, a Treasurer,
\none or more Assistant Treasurers, a Secretary and one or more Assistant
\nSecretaries.<\/p>\n
SECTION 4.02. Election and Term of Office. The officers determined
\nas in Section 4.01 hereof provided shall be chosen annually by the Board. Each
\nsuch officer shall hold office until his successor shall have been elected and
\nshall qualify or until his earlier death or his earlier resignation or removal
\nin the manner hereinafter provided.<\/p>\n
SECTION 4.03. Agents, etc. In addition to the officers determined as
\nin Section 4.01 hereof provided, the Board may appoint such agents as the Board
\nmay deem necessary or advisable, each of which agents shall have such authority
\nand perform such duties as are provided in these By-laws or as the Board may
\nfrom time to time determine. The Board may delegate to any officer or to any
\ncommittee the power to appoint or remove any such agents.<\/p>\n
SECTION 4.04. Removal. Any officer may be removed, either with or
\nwithout cause, at any time, by resolution adopted by a majority of the whole
\nBoard. In the case of the removal of an officer for cause, “Cause” is hereby
\ndefined as the willful and continuous failure substantially to perform one’s
\nduties to the Corporation or the willful engaging in gross misconduct materially
\nand demonstrably injurious to the Corporation.<\/p>\n
SECTION 4.05. Resignations. Any officer may resign at any time by
\ngiving written notice of his resignation to the Corporation. Any such
\nresignation shall take effect at the time specified therein, or, if the time
\nwhen it shall become effective shall not be specified therein, then it shall
\ntake effect immediately upon its receipt by the Corporation; and, unless
\notherwise specified therein, the acceptance of such resignation shall not be
\nnecessary to make it effective.<\/p>\n
16<\/p>\n
SECTION 4.06. Vacancies. A vacancy in any office due to death,
\nresignation, removal, disqualification or any other cause may be filled for the
\nunexpired portion of the term in the manner prescribed in these By-laws for
\nregular appointments or elections to such office.<\/p>\n
SECTION 4.07. Chief Executive Officer. The Chief Executive Officer
\nshall be designated from time to time by a resolution adopted by a majority of
\nthe whole Board and shall, unless otherwise determined by the Board, be either
\nthe Chairman or the President. He shall have, subject to the direction and
\ncontrol of the Board, general and active supervision over the business and
\naffairs of the Corporation and over its several officers. He shall perform all
\nduties incident to his position and such other duties as from time to time may
\nbe assigned to him by the Board. He shall see that all orders and resolutions
\nof the Board shall be carried into effect. He may sign, execute and deliver in
\nthe name of the Corporation all deeds, mortgages, bonds, contracts or other
\ninstruments authorized by the Board, except in cases where the signing,
\nexecution or delivery thereof shall be expressly delegated by the Board or by a
\nduly authorized committee of the Board or by these By-laws to some other officer
\nor agent of the Corporation or where any of them shall be required by law
\notherwise to be signed, executed or delivered, and he may cause the seal of the
\nCorporation to be affixed to any documents the execution of which on behalf of
\nthe Corporation shall have been duly authorized.<\/p>\n
SECTION 4.08. Chairman. The Chairman shall perform such duties as
\nfrom time to time may be assigned to him by the Board. He shall, if present,
\npreside at all meetings of the stockholders and at all meetings of the Board.
\nHe shall make a report of the state of the business of the Corporation at each
\nannual meeting of the stockholders and from time to time he shall report to the
\nstockholders and to the Board all matters within his knowledge which in his
\njudgment the interests of the Corporation may require to be brought to their
\nnotice.<\/p>\n
SECTION 4.09. President. The President shall perform such duties as
\nfrom time to time may be assigned to him by the Board. At the request of the
\nChairman or in the case of his absence or inability to act, the President shall
\nperform the duties of the Chairman and, when so acting, shall have the powers
\nof, and shall be subject to all restrictions upon, the Chairman.<\/p>\n
SECTION 4.10. Vice Chairmen. Each of the Vice Chairmen shall have
\nsuch powers and perform such duties as the Chief Executive Officer or the Board
\nmay from time to time assign to him and shall perform such other duties as may
\nbe prescribed by these By-laws. At the request of the Chairman or the
\nPresident, or in case of their absence or inability to act, any Vice Chairman
\nshall perform the duties of the <\/p>\n
17<\/p>\n
Chairman or the President and, when so acting, shall have the powers of, and be
\nsubject to all the restrictions upon, the Chairman and the President.<\/p>\n
SECTION 4.11. Executive Office. The Chairman, the President and such
\nother officers as shall from time to time be designated by the Chief Executive
\nOfficer, shall constitute the Executive Office of the Corporation. Each officer
\nin the Executive Office shall consult with the Chief Executive Officer as to
\nmatters relating to the business and affairs of the Corporation, and each shall
\nhave such powers and perform such duties as the Chief Executive Officer or the
\nBoard may from time to time assign to him and each shall perform such other
\nduties as may be prescribed for him by these By-laws.<\/p>\n
SECTION 4.12. Vice Presidents. Each of the Vice Presidents
\n(including each of the Executive Vice Presidents, Group Executive Vice
\nPresidents and Senior Vice Presidents) shall have such powers and perform such
\nduties as the officer in the Executive Office to whom he shall report, the Chief
\nExecutive Officer or the Board may from time to time assign to him and shall
\nperform such other duties as may be prescribed by these By-laws. At the request
\nof any officer in the Executive Office, or, in case of their absence or
\ninability to act, any Vice President (including any Executive Vice President,
\nGroup Executive Vice President and any Senior Vice President) who shall report
\nto an officer in the Executive Office shall perform the duties of that officer
\nand, when so acting, shall have all the powers of, and be subject to all the
\nrestrictions upon, that officer.<\/p>\n
SECTION 4.13. Assistant Vice Presidents. At the request of any Vice
\nPresident, or in case of his absence or inability to act, the Assistant Vice
\nPresident, if there shall be one, or, if there shall be more than one, any of
\nthe Assistant Vice Presidents shall perform the duties of the Vice President to
\nwhom he shall report, and, when so acting, shall have all the powers of, and be
\nsubject to all the restrictions upon, that Vice President. Each of the
\nAssistant Vice Presidents shall perform such other duties as from time to time
\nmay be assigned to him by the Vice President to whom he shall report, the
\nofficer in the Executive Office to whom such Vice President shall report, the
\nPresident, the Chairman or the Board.<\/p>\n
SECTION 4.14. Controller. The Controller shall keep or cause to be
\nkept correct records of the business and transactions of the Corporation and
\nshall, upon request, at all reasonable times exhibit or cause to be exhibited
\nsuch records to any of the directors of the Corporation at the place where such
\nrecords shall be kept. He shall perform such other duties as from time to time
\nmay be assigned to him by the officer to whom he shall report, any officer in
\nthe Executive Office, the Chief Executive Officer or the Board.<\/p>\n
18<\/p>\n
SECTION 4.15. Assistant Controllers. At the request of the
\nController, or in case of his absence or inability to act, the Assistant
\nController, or, if there be more than one, any of the Assistant Controllers,
\nshall perform the duties of the Controller, and, when so acting, shall have all
\nthe powers of, and be subject to all the restrictions upon, the Controller.
\nEach of the Assistant Controllers shall perform such other duties as from time
\nto time may be assigned to him by the Controller, the officer to whom the
\nController shall report, any officer in the Executive Office, the Chief
\nExecutive Officer or the Board.<\/p>\n
SECTION 4.16. General Counsel. The General Counsel shall be the
\nchief legal officer of the Corporation and shall have, subject to the control of
\nthe Chief Executive Officer, the officer to whom he shall report, and the Board,
\ngeneral and active supervision and direction over the legal affairs of the
\nCorporation. He shall have such other powers and perform such other duties as
\nthe Chief Executive Officer, the officer to whom he shall report, or the Board
\nmay from time to time prescribe and shall perform such other duties as may be
\nprescribed by these By-laws.<\/p>\n
SECTION 4.17. Treasurer. If required by the Board, the Treasurer
\nshall give a bond for the faithful discharge of his duties in such sum and with
\nsuch surety or sureties as the Board shall determine. He shall:<\/p>\n
(a) have charge and custody of, and be responsible for, all
\n funds, securities, notes and valuable effects of the Corporation;
\n receive and give receipt for moneys due and payable to the Corporation
\n from any sources whatsoever; deposit all such moneys to the credit of
\n the Corporation or otherwise as any Chairman, the President, the
\n officer to whom he shall report, or the Board shall direct in such
\n banks, trust companies or other depositaries as shall be selected in
\n accordance with the provisions of Section 5.07 hereof; cause such
\n funds to be disbursed by checks or drafts on the authorized
\n depositaries of the Corporation signed as provided in Section 5.05
\n hereof; and be responsible for the accuracy of the amounts of, and
\n cause to be preserved proper vouchers for, all moneys so disbursed;<\/p>\n
(b) have the right to require from time to time reports or
\n statements giving such information as he may desire with respect to
\n any and all financial transactions of the Corporation from the
\n officers or agents transacting the same;<\/p>\n
(c) render to the Chairman, the President, the officer to whom he
\n shall report, or the Board, whenever they, respectively, shall request
\n him so to do, an account of the financial condition of the Corporation
\n and of all his transactions as Treasurer;<\/p>\n
19<\/p>\n
(d) upon request, exhibit or cause to be exhibited at all
\n reasonable times, at the place where they shall be kept, his cash
\n books and other records to the Controller, the Chairman, the
\n President, the officer to whom he shall report, or the Board; and<\/p>\n
(e) in general, perform all duties incident to the office of
\n Treasurer and such other duties as from time to time may be assigned
\n to him by the Chairman, the President, the officer to whom he shall
\n report, or the Board.<\/p>\n
SECTION 4.18. Assistant Treasurers. If required by the Board, each
\nof the Assistant Treasurers shall give a bond for the faithful discharge of his
\nduties in such sums and with such surety or sureties as the Board shall
\ndetermine. At the request of the Treasurer, or in case of his absence or
\ninability to act, the Assistant Treasurer, or, if there be more than one, any of
\nthe Assistant Treasurers, shall perform the duties of the Treasurer, and, when
\nso acting, shall have all the powers of, and be subject to all the restrictions
\nupon, the Treasurer. Each of the Assistant Treasurers shall perform such other
\nduties as from time to time may be assigned to him by the Treasurer, the
\nChairman, the President or the Board.<\/p>\n
SECTION 4.19. Secretary. The Secretary shall:<\/p>\n
(a) record all the proceedings of the meetings of the
\n stockholders, the Board, the Executive Committee and the Finance
\n Committee in one or more books kept for that purpose;<\/p>\n
(b) see that all notices shall be duly given in accordance with
\n the provisions of these By-laws or as required by law;<\/p>\n
(c) be custodian of the seal of the Corporation, and shall see
\n that such seal, or, if authorized by the Board, a facsimile thereof,
\n shall be affixed to any documents the execution of which on behalf of
\n the Corporation shall be duly authorized and may attest such seal when
\n so affixed;<\/p>\n
(d) have charge, directly or through the transfer agent or
\n transfer agents and registrar or registrars appointed as in Section
\n 6.03 hereof provided, of the issue, transfer and registration of
\n certificates for stock of the Corporation and of the records thereof,
\n such records to be kept in such manner as to show the information
\n specified in Section 6.01 hereof;<\/p>\n
(e) upon request, exhibit or cause to be exhibited at all
\n reasonable times to the Board, at the place where they shall be kept,
\n such records of the <\/p>\n
20<\/p>\n
issue, transfer and registration of the certificates for stock of the
\n Corporation;<\/p>\n
(f) sign with a Vice President, a Vice Chairman, the Chairman or
\n the President certificates for stock of the Corporation;<\/p>\n
(g) see that the books, reports, statements, certificates and all
\n other documents and records required by law shall be properly kept and
\n filed;<\/p>\n
(h) see that the duties prescribed by Section 1.09 hereof shall
\n be performed; and<\/p>\n
(i) in general, perform all duties incident to the office of
\n Secretary and such other duties as from time to time may be assigned
\n to him by the Chairman, the President, the officer to whom he shall
\n report, or the Board.<\/p>\n
SECTION 4.20. Assistant Secretaries. At the request of the
\nSecretary, or in case of his absence or inability to act, the Assistant
\nSecretary, or, if there shall be more than one, any of the Assistant
\nSecretaries, shall perform the duties of the Secretary and, when so acting,
\nshall have all the powers of, and be subject to all the restrictions upon, the
\nSecretary. Each of the Assistant Secretaries shall perform such other duties as
\nfrom time to time may be assigned to him by the Secretary, the Chairman, the
\nPresident or the Board.<\/p>\n
SECTION 4.21. Salaries. The salaries and other forms of compensation
\n(other than those the fixing of which shall have been specifically delegated to
\na committee of the Board) of the officers of the Corporation shall be fixed from
\ntime to time by the Board or by any one or more committees (none of which shall
\nconsist of less than three (3) members) appointed by a resolution passed by a
\nmajority of the whole Board with power to fix such salaries or such
\ncompensation, and none of such officers shall be prevented from receiving a
\nsalary by reason of the fact that he shall be also a member of the Board or of
\nany such committee; but none of such officers who shall also be a member of the
\nBoard or of any such committee shall have any vote in the determination of the
\namount of salary that shall be paid to him.<\/p>\n
ARTICLE V.<\/p>\n
Contracts, Checks, Drafts, Bank Accounts, Etc.<\/p>\n
SECTION 5.01. Contracts with Governmental Authorities. All bids and
\nproposals for contracts with the Federal or with any municipal, county,
\nterritorial or <\/p>\n
21<\/p>\n
state government or with any authority, branch or division thereof, or with any
\nforeign government or with any authority, branch or division thereof, and all
\ncontracts between the Corporation and any such government or authority, branch
\nor division thereof, and all bonds and undertakings for the faithful performance
\nof such contracts, and all vouchers and receipts in connection therewith, may be
\nexecuted and delivered in the name of the Corporation and on its behalf by the
\nChairman, the President, a Vice Chairman, a Vice President, the Treasurer or the
\nSecretary; and no further authority, whether by resolution of the Board or
\notherwise, shall be necessary to make such instrument valid and binding upon the
\nCorporation.<\/p>\n
SECTION 5.02. Appointment of Agents. The Board, by resolution, or
\nthe Chairman, the President, a Vice Chairman, a Vice President, the Treasurer or
\nthe Secretary, by an instrument in writing filed with the Secretary, may from
\ntime to time appoint agents and grant to such agents the power to execute and
\ndeliver in the name of the Corporation and on its behalf (i) any bid or proposal
\nfor any contract with the Federal or with any municipal, county, territorial or
\nstate government or with any authority, branch or division thereof, or with any
\nforeign government or with any authority, branch or division thereof, (ii) any
\ncontract between the Corporation and any such government or authority, branch or
\ndivision thereof, (iii) any bond or undertaking for the faithful performance of
\nany such contract and (iv) any voucher or receipt in connection therewith.<\/p>\n
SECTION 5.03. Execution of Other Contracts, etc. Except as otherwise
\nrequired by law or by these By-laws, any contract or other instrument may be
\nexecuted and delivered in the name of the Corporation and on its behalf by the
\nChairman, the President, a Vice Chairman, a Vice President, the Treasurer or the
\nSecretary; and the Board, by resolution, or the Chairman, the President, a Vice
\nChairman, a Vice President, the Treasurer or the Secretary, by an instrument in
\nwriting filed with the Secretary, may authorize any other officer or officers or
\nagent or agents to execute and deliver any contract or other instrument in the
\nname of the Corporation and on its behalf, and such authority may be general or
\nconfined to specific instances.<\/p>\n
SECTION 5.04. Loans. Unless the Board shall otherwise determine, any
\ntwo (2) of the following officers, to wit: the Chairman, the President, a Vice
\nChairman, a Vice President, the Treasurer and the Secretary, acting together, or
\nany officer or officers authorized by a resolution of the Board may effect loans
\nand advances at any time for the Corporation from any bank, trust company or
\nother institution or from any firm or individual and for such loans and advances
\nmay make, execute and deliver promissory notes or other evidences of
\nindebtedness of the Corporation, but no officer or officers shall mortgage,
\npledge, hypothecate or otherwise transfer for security any property whatsoever
\nowned or held by the Corporation except when authorized by <\/p>\n
22<\/p>\n
resolution adopted by the Board.<\/p>\n
SECTION 5.05. Checks, Drafts, etc. All checks, drafts, orders for
\nthe payment of money, bills of lading, warehouse receipts, obligations, bills of
\nexchange and insurance certificates shall be signed or endorsed (except
\nendorsements for collection for the account of the Corporation or for deposit to
\nits credit) by such officer or officers or agent or agents of the Corporation
\nand in such manner as shall from time to time be determined by resolution of the
\nBoard.<\/p>\n
SECTION 5.06. Deposits. All funds of the Corporation not otherwise
\nemployed shall be deposited from time to time to the credit of the Corporation
\nor otherwise as the Board, the Chairman, the President, any Vice Chairman, or
\nthe Treasurer shall direct in such banks, trust companies or other depositaries
\nas the Board may select or as may be selected by any officer or officers or
\nagent or agents of the Corporation to whom power in that respect shall have been
\ndelegated by the Board. For the purpose of deposit and for the purpose of
\ncollection for the account of the Corporation, checks, drafts and other orders
\nfor the payment of money which shall be payable to the order of the Corporation
\nmay be endorsed, assigned and delivered by any officer or agent of the
\nCorporation.<\/p>\n
SECTION 5.07. General and Special Bank Accounts. The Board may from
\ntime to time authorize the opening and keeping of general and special bank
\naccounts with such banks, trust companies or other depositaries as the Board may
\nselect, or as may be selected by any officer or officers or agent or agents of
\nthe Corporation to whom power in that respect shall have been delegated by the
\nBoard. The Board may make such special rules and regulations with respect to
\nsuch bank accounts, not inconsistent with the provisions of these By-laws, as it
\nmay deem expedient.<\/p>\n
SECTION 5.08. Proxies in Respect of Stock or Other Securities of
\nOther Corporations. Unless otherwise provided by resolution adopted by the
\nBoard, the Chairman, the President, a Vice Chairman, a Vice President or the
\nSecretary may from time to time appoint an attorney or attorneys or an agent or
\nagents of the Corporation to exercise in the name and on behalf of the
\nCorporation the powers and rights which the Corporation may have as the holder
\nof stock or other securities in any other corporation to vote or consent in
\nrespect of such stock or other securities, and the Chairman, the President, a
\nVice Chairman, a Vice President or the Secretary may instruct the person or
\npersons so appointed as to the manner of exercising such powers and rights; and
\nthe Chairman, the President, a Vice Chairman, a Vice President or the Secretary
\nmay execute or cause to be executed in the name and on behalf of the Corporation
\nand under its corporate seal, or otherwise, all such written proxies or other
\ninstruments as he may deem necessary or proper in order that the Corporation may<\/p>\n
23<\/p>\n
exercise its said powers and rights.<\/p>\n
ARTICLE VI.<\/p>\n
Shares and Their Transfer.<\/p>\n
SECTION 6.01. Certificates for Stock. Every owner of stock of the
\nCorporation of any class (or, if stock of any class shall be issuable in series,
\nany series of such class) shall be entitled to have a certificate registered in
\nhis name in such form as the Board shall prescribe, certifying the number of
\nshares of stock of the Corporation of such class, or such class and series,
\nowned by him. The certificates representing shares of stock of each class (or,
\nif there shall be more than one series of any class, each series of such class)
\nshall be numbered in the order in which they shall be issued and shall be signed
\nin the name of the Corporation by the Chairman or the President or a Vice
\nChairman or a Vice President and by the Secretary or an Assistant Secretary.
\nAny of or all the signatures on any such certificate may be facsimiles. In case
\nany officer or officers or transfer agent or registrar of the Corporation who
\nshall have signed, or whose facsimile signature or signatures shall have been
\nplaced upon, any such certificate shall cease to be such officer or officers or
\ntransfer agent or registrar before such certificate shall have been issued, such
\ncertificate may be issued by the Corporation with the same effect as though the
\nperson or persons who shall have signed such certificate, or whose facsimile
\nsignature or signatures shall have been placed thereupon, were such officer or
\nofficers or transfer agent or registrar at the date of issue. Records shall be
\nkept of the amount of the stock of the Corporation issued and outstanding, the
\nmanner in which and the time when such stock was paid for, the respective names,
\nalphabetically arranged, and the addresses, of the persons, firms or
\ncorporations owning of record the stock represented by certificates for stock of
\nthe Corporation, the number, class and series of shares represented by such
\ncertificates, respectively, the time when each became an owner of record
\nthereof, and the respective dates of such certificates, and in case of
\ncancellation, the respective dates of cancellation. Every certificate
\nsurrendered to the Corporation for exchange or transfer shall be canceled and a
\nnew certificate or certificates shall not be issued in exchange for any existing
\ncertificate until such existing certificate shall have been so canceled except
\nin cases provided for in Section 6.04 hereof.<\/p>\n
SECTION 6.02. Transfers of Stock. Transfers of shares of stock of
\nthe Corporation shall be made only on the books of the Corporation by the
\nregistered owner thereof, or by his attorney thereunto authorized by power of
\nattorney duly executed and filed with the Secretary, or with a transfer agent
\nappointed as in Section 6.03 hereof provided, and upon surrender of the
\ncertificate or certificates for <\/p>\n
24<\/p>\n
such shares properly endorsed and payment of all taxes thereon. The person in
\nwhose name shares of stock shall be registered on the books of the Corporation
\nshall be deemed the owner thereof for all purposes as regards the Corporation.
\nWhenever any transfer of shares shall be made for collateral security and not
\nabsolutely, such fact shall be so expressed in the entry of transfer if, when
\nthe certificate or certificates shall be presented to the Corporation for
\ntransfer, both the transferor and the transferee shall in writing request the
\nCorporation to do so.<\/p>\n
SECTION 6.03. Regulations. The Board may make such rules and
\nregulations as it may deem expedient, not inconsistent with these By-laws,
\nconcerning the issue, transfer and registration of certificates for stock of the
\nCorporation. The Board may appoint, or authorize any officer or officers to
\nappoint, one or more transfer agents and one or more registrars, and may require
\nall certificates for stock to bear the signature or signatures of any of them.<\/p>\n
SECTION 6.04. Lost, Stolen, Destroyed and Mutilated Certificates.
\nThe registered owner of any stock of the Corporation shall immediately notify
\nthe Corporation of any loss, theft, destruction or mutilation of the certificate
\ntherefor, and the Corporation may issue a new certificate for stock in the place
\nof any certificate theretofore issued by it and alleged to have been lost,
\nstolen or destroyed, and the Corporation may, in its discretion, require the
\nregistered owner of the lost, stolen or destroyed certificate or his legal
\nrepresentatives to give the Corporation a bond in such sum, limited or
\nunlimited, and in such form and with such surety or sureties, as the Corporation
\nshall in its uncontrolled discretion determine, to indemnify the Corporation
\nagainst any claim that may be made against it on account of the alleged loss,
\ntheft or destruction of any such certificate, or the issuance of such new
\ncertificate. The Corporation may, however, in its discretion refuse to issue
\nany such new certificate except pursuant to legal proceedings under the laws of
\nthe State of Delaware in such case made and provided.<\/p>\n
SECTION 6.05. Fixing Date for Determination of Stockholders of Record
\nin Certain Case. (a) In order that the Corporation may determine the
\nstockholders entitled to notice of or to vote at any meeting of stockholders or
\nany adjournment thereof, the Board may fix a record date, which record date
\nshall not precede the date upon which the resolution fixing the record date
\nshall be adopted by the Board, and which record date shall not be more than
\nsixty (60) nor less than ten (10) days before the date of such meeting. If no
\nrecord date shall be fixed by the Board the record date for determining
\nstockholders entitled to notice of or to vote at a meeting of stockholders shall
\nbe at the close of business on the day next preceding the day on which notice
\nshall be given, or, if notice shall be waived, at the close of business on the
\nday next preceding the day on which the meeting is held. A determination of<\/p>\n
25<\/p>\n
stockholders of record entitled to notice of or to vote at a meeting of
\nstockholders shall apply to any adjournment of the meeting; provided, however,
\nthat the Board may fix a new record date for the adjourned meeting.<\/p>\n
(b) In order that the Corporation may determine the stockholders
\nentitled to receive payment of any dividend or other distribution or allotment
\nof any rights or the stockholders entitled to exercise any rights in respect of
\nany change, conversion or exchange of stock, or for the purpose of any other
\nlawful action, the Board may fix a record date, which record date shall not
\nprecede the date upon which the resolution fixing the record date shall be
\nadopted, and which record date shall be not more than sixty (60) days prior to
\nsuch action. If no record date shall be fixed, the record date for determining
\nstockholders for any such purpose shall be at the close of business on the day
\non which the Board shall adopt the resolution relating thereto.<\/p>\n
ARTICLE VII.<\/p>\n
Offices, Etc.<\/p>\n
SECTION 7.01. Registered Office. The registered office of the
\nCorporation in the State of Delaware shall be in the City of Wilmington, County
\nof New Castle, and the registered agent of the Corporation in said State is The
\nCorporation Trust Company.<\/p>\n
SECTION 7.02. Other Offices. The Corporation may also have one or
\nmore offices other than said registered office at such place or places, either
\nwithin or without the State of Delaware, as the Board may from time to time
\nappoint or as the business of the Corporation may require and may keep the books
\nand records of the Corporation in such place or places within or without said
\nState as the Board may from time to time by resolution determine.<\/p>\n
ARTICLE VIII.<\/p>\n
Dividends, Surplus, Etc.<\/p>\n
SECTION 8.01. Dividends, Surplus, Etc. Subject to the provisions of
\nlaw, of the Restated Certificate of Incorporation of the Corporation and of
\nthese By-laws, the Board may declare and pay dividends upon the shares of the
\nstock of the Corporation either (a) out of its surplus as defined in and
\ncomputed in accordance with the provisions of the laws of the State of Delaware
\nor (b), in case it shall not have any <\/p>\n
26<\/p>\n
such surplus, out of its net profits for the fiscal year in which the dividend
\nshall be declared and\/or the preceding fiscal year, whenever and in such amounts
\nas, in the opinion of the Board, the condition of the affairs of the Corporation
\nshall render it advisable. The Board in its discretion may use and apply any of
\nsuch surplus or such net profits in purchasing or acquiring any of the shares of
\nthe stock of the Corporation in accordance with law, or any of its bonds,
\ndebentures, notes, scrip or other securities or evidences of indebtedness, or
\nfrom time to time may set aside from such surplus or such net profits such sum
\nor sums as it, in its absolute discretion, may think proper, as a reserve fund
\nto meet contingencies, or for equalizing dividends, or for the purpose of
\nmaintaining or increasing the property or business of the Corporation, or for
\nany other purpose it may think conducive to the best interests of the
\nCorporation; provided, however, that the Corporation shall not use its funds or
\nproperty for the purchase of shares of its stock when the capital of the
\nCorporation shall be impaired or when such use would cause any impairment of its
\ncapital. All such surplus or such net profits, until actually declared in
\ndividends, or used and applied as aforesaid, shall be deemed to have been so set
\naside by the Board for one or more of said purposes.<\/p>\n
ARTICLE IX.
\n Indemnification of Directors, Officers,
\n Employees and Agents.<\/p>\n
SECTION 9.01. Third Party Actions. (a) The Corporation, to the full
\nextent permitted, and in the manner required, by the laws of the State of
\nDelaware as in effect at the time of the adoption of this Article IX or as such
\nlaws may be amended from time to time, shall indemnify any person who shall have
\nbeen or shall be made a party to or is threatened to be made a party to any
\nthreatened, pending or completed action, suit or proceeding (including any
\nappeal thereof), whether civil, criminal, administrative or investigative (other
\nthan an action by or in the right of the Corporation), by reason of the fact
\nthat such person shall have been or shall be a director or officer of the
\nCorporation, or, if at a time when he shall have been or shall be a director or
\nofficer of the Corporation, shall have been or shall be serving at the request
\nof the Corporation as a director, officer, partner, trustee, fiduciary, employee
\nor agent (a “Subsidiary Officer”) of another corporation, partnership, joint
\nventure, trust, employee benefit plan or other enterprise (an “Affiliated
\nEntity”), against expenses (including attorneys’ fees), costs, judgments, fines,
\npenalties and amounts paid in settlement actually and reasonably incurred by
\nsuch person in connection with such action, suit or proceeding if such person
\nshall have acted in good faith and in a manner such person shall have reasonably
\nbelieved to be in or not opposed to the best interest of the Corporation, and,
\nwith respect to any criminal action or proceeding, shall have had no reasonable
\ncause to believe his or her conduct was unlawful; provided, <\/p>\n
27<\/p>\n
however, that the Corporation shall not be obligated to indemnify against any
\namount paid in settlement unless the Corporation shall have consented to such
\nsettlement, which consent shall not be unreasonably withheld. The termination of
\nany action, suit or proceeding by judgment, order, settlement, conviction or
\nupon a plea of nolo contendere or its equivalent shall not, of itself, create a
\npresumption that the person shall not have acted in good faith and in a manner
\nwhich such person shall have reasonably believed to be in or not opposed to the
\nbest interests of the Corporation, and, with respect to any criminal action or
\nproceeding, that such person shall have had reasonable cause to believe that his
\nconduct was unlawful. Notwithstanding anything to the contrary in the foregoing
\nprovisions of this paragraph (a), a person shall not be entitled, as a matter of
\nright, to indemnification pursuant to this paragraph (a) against costs or
\nexpenses incurred in connection with any action, suit or proceeding commenced by
\nsuch person against any person who shall have been or shall be a director,
\nofficer, fiduciary, employee or agent of the Corporation or a Subsidiary Officer
\nof an Affiliated Entity, but such indemnification may be provided by the
\nCorporation in any specific case as permitted by Section 9.06 hereof.<\/p>\n
(b) The Corporation may indemnify any employee or agent of the
\nCorporation in the manner and to the extent that it shall indemnify any director
\nor officer under this Section 9.01, including indemnity in respect of service at
\nthe request of the Corporation as a Subsidiary Officer of an Affiliated Entity.<\/p>\n
SECTION 9.02. Derivative Actions. (a) The Corporation, to the full
\nextent permitted, and in the manner required, by the laws of the State of
\nDelaware as in effect at the time of the adoption of this Article IX or as such
\nlaws may be amended from time to time, shall indemnify any person who shall have
\nbeen or shall be made a party to or shall be threatened to be made a party to
\nany threatened, pending or completed action or suit (including any appeal
\nthereof) brought in the right of the Corporation to procure a judgment in its
\nfavor by reason of the fact that such person shall have been or shall be a
\ndirector or officer of the Corporation, or, if at a time when he shall have been
\nor shall be a director or officer of the Corporation shall have been or shall be
\nserving at the request of the Corporation as a Subsidiary Officer of an
\nAffiliated Entity against expenses (including attorneys’ fees) and costs
\nactually and reasonably incurred by such person in connection with such action
\nor suit if such person shall have acted in good faith and in a manner such
\nperson shall have reasonably believed to be in or not opposed to the best
\ninterests of the Corporation, except that no indemnification shall be made in
\nrespect of any claim, issue or matter as to which such person shall have been
\nadjudged to be liable to the Corporation unless, and except to the extent that,
\nthe Court of Chancery of the State of Delaware or the court in which such
\njudgment shall have been rendered shall determine upon application that despite
\nthe adjudication of liability but in view of all the circumstances <\/p>\n
28<\/p>\n
of the case, such person shall be fairly and reasonably entitled to indemnity
\nfor such expenses and costs as the Court of Chancery of the State of Delaware or
\nsuch other court shall deem proper. Notwithstanding anything to the contrary in
\nthe foregoing provisions of this paragraph (a), a person shall not be entitled,
\nas a matter of right, to indemnification pursuant to this paragraph (a) against
\ncosts and expenses incurred in connection with any action or suit in the right
\nof the Corporation commenced by such person, but such indemnification may be
\nprovided by the Corporation in any specific case as permitted by Section 9.06
\nhereof.<\/p>\n
(b) The Corporation may indemnify any employee or agent of the
\nCorporation in the manner and to the extent that it shall indemnify any director
\nor officer under this Section 2, including indemnity in respect of service at
\nthe request of the Corporation as a Subsidiary Officer of an Affiliated Entity.<\/p>\n
SECTION 9.03. Determination of Entitlement to Indemnification. Any
\nindemnification under Section 9.01 or Section 9.02 hereof (unless ordered by a
\ncourt) shall be made by the Corporation only as authorized in the specific case
\nupon a determination that indemnification of the director, officer, employee or
\nagent is proper under the circumstances because such person has met the
\napplicable standard of conduct set forth in Section 9.01 or Section 9.02 hereof.
\nSuch determination shall be made (i) by the Board of Directors by a majority
\nvote of a quorum consisting of directors who shall not have been and shall not
\nbe parties to the action, suit or proceeding in respect of which indemnification
\nshall be sought or by majority vote of the members of a committee of the Board
\nof Directors composed of at least three members each of whom shall not have been
\nand shall not be a party to such action, suit or proceeding, or (ii) if such a
\nquorum shall not be obtainable and\/or such a committee shall not be established
\nor obtainable, or, even if obtainable, if a quorum of disinterested directors
\nshall so direct, by independent legal counsel in a written opinion, or (iii) by
\nthe stockholders. In the event a request for indemnification shall be made by
\nany person referred to in paragraph (a) of Section 9.01 hereof or paragraph (a)
\nof Section 9.02 hereof, the Corporation shall cause such determination to be
\nmade not later than 60 days after such request shall be made.<\/p>\n
SECTION 9.04. Right to Indemnification Upon Successful Defense and
\nFor Service as a Witness. (a) Notwithstanding the other provisions of this
\nArticle IX to the extent that a director, officer, employee or agent of the
\nCorporation shall have been successful on the merits or otherwise in defense of
\nany action, suit or proceeding referred to in Section 9.01 or Section 9.02
\nhereof or in defense of any claim, issue or matter therein, such person shall be
\nindemnified against expenses (including attorneys’ fees) and costs actually and
\nreasonably incurred by such person in connection therewith.<\/p>\n
29<\/p>\n
(b) To the extent any person who shall have been or shall be a
\ndirector or officer of the Corporation shall have served or prepared to serve as
\na witness in any action, suit or proceeding, whether civil, criminal,
\nadministrative or investigative, or in any investigation by the Corporation or
\nthe Board of Directors thereof or a committee thereof or by any securities
\nexchange on which securities of the Corporation shall have been or shall be
\nlisted on any national securities association, by reason of his services as a
\ndirector or officer of the Corporation or, if at a time when he shall have been
\na director or officer of the Corporation shall have been or shall be serving at
\nthe request of the Corporation as a Subsidiary Officer of an Affiliated Entity,
\nthe Corporation shall indemnify such person against expenses (including
\nattorneys’ fees) and costs actually and reasonably incurred by such person in
\nconnection therewith within 30 days after the receipt by the Corporation from
\nsuch person of a statement requesting such indemnification, averring such
\nservice and reasonably evidencing such expenses and costs. The Corporation may
\nindemnify any employee or agent of the Corporation to the same extent it is
\nrequired to indemnify any director or officer of the Corporation pursuant to the
\nforegoing sentence of this paragraph (b).<\/p>\n
SECTION 9.05. Advance of Expenses. (a) Expenses and costs incurred
\nby any person referred to in paragraph (a) of Section 9.01 hereof or paragraph
\n(a) of Section 9.02 hereof in defending a civil, criminal, administrative or
\ninvestigative action, suit or proceeding shall be paid by the Corporation in
\nadvance of the final disposition of such action, suit or proceeding upon receipt
\nof an undertaking by or on behalf of such person to repay such amount if it
\nshall ultimately be determined that such person shall not be entitled to be
\nindemnified by the Corporation as authorized by this Article IX.<\/p>\n
(b) Expenses and costs incurred by any person referred to in paragraph
\n(b) of Section 9.01 hereof or paragraph (b) of Section 9.02 hereof in defending
\na civil, criminal, administrative or investigative action, suit or proceeding
\nmay be paid by the Corporation in advance of the final disposition of such
\naction, suit or proceeding as authorized by the Board of Directors, a committee
\nthereof or an officer of the Corporation or a committee thereof authorized to so
\nact by the Board of Directors upon receipt of an undertaking by or on behalf of
\nsuch person to repay such amount if it shall ultimately be determined that such
\nperson shall not be entitled to be indemnified by the Corporation as authorized
\nby this Article IX.<\/p>\n
SECTION 9.06. Indemnification Not Exclusive. The provision of
\nindemnification to or the advancement of expenses and costs to any person under
\nthis Article IX, or the entitlement of any person to indemnification or
\nadvancement of expenses and costs under this Article IX, shall not limit or
\nrestrict in any way the <\/p>\n
30<\/p>\n
power of the Corporation to indemnify or advance expenses and costs to such
\nperson in any other way permitted by law or be deemed exclusive of any right to
\nwhich any person seeking indemnification or advancement of expenses and costs
\nmay be entitled under any law, agreement, vote of stockholders or disinterested
\ndirectors or otherwise, both as to any action relating to such person in the
\ncapacity of an officer, director, employee or agent of the Corporation and any
\naction relating to him in any other capacity while holding any such position.<\/p>\n
SECTION 9.07. Accrual of Claims; Successors. The indemnification
\nprovided or permitted under this Article IX shall apply in respect of any
\nexpense, cost, judgment, fine, penalty or amount paid in settlement, whether or
\nnot the claim or cause of action in respect thereof accrued or arose before or
\nafter the effective date of this Article IX. The right of any person who shall
\nhave been or shall be a director, officer, employee or agent of the Corporation
\nto indemnification under this Article IX shall continue after he shall have
\nceased to be a director, officer, employee or agent and shall inure to the
\nbenefit of the heirs, distributees, executors, administrators and other legal
\nrepresentatives of such person.<\/p>\n
SECTION 9.08. Corporate Obligations; Reliance. This Article IX shall
\nbe deemed to create a binding obligation on the part of the Corporation to its
\ncurrent and former officers and directors and their heirs, distributees,
\nexecutors, administrators and other legal representatives, and each director or
\nofficer in acting in such capacity shall be entitled to rely on the provisions
\nof this Article IX, without giving notice thereof to the Corporation.<\/p>\n
SECTION 9.09. Insurance. The Corporation may purchase and maintain
\ninsurance on behalf of any person who shall have been or shall be a director,
\nofficer, employee or agent of the Corporation, or shall have been or shall be
\nserving at the request of the Corporation as a Subsidiary Officer of any
\nAffiliated Entity, against any liability asserted against such person and
\nincurred by such person in any such capacity, or arising out of such person’s
\nstatus as such, whether or not the Corporation would have had the power to
\nindemnify such person against such liability under the provisions of this
\nArticle IX or applicable law.<\/p>\n
SECTION 9.10. Definitions of Certain Terms. (a) For purposes of
\nthis Article IX, references to “the Corporation” shall include, in addition to
\nthe resulting corporation, any constituent corporation (including any
\nconstituent of a constituent) absorbed in a consolidation or merger which, if
\nits corporate existence had continued, would have been permitted under
\napplicable law to indemnify its directors, officers, employees or agents, so
\nthat any person who shall have been or shall be a director, officer, employee or
\nagent of such constituent corporation, or shall have been or shall <\/p>\n
31<\/p>\n
be serving at the request of such constituent corporation as a Subsidiary
\nOfficer of any Affiliated Entity shall stand in the same position under the
\nprovisions of this Article IX with respect to the resulting or surviving
\ncorporation as such person would have had with respect to such constituent
\ncorporation if its separate existence had continued.<\/p>\n
(b) For purposes of this Article IX, references to “fines” shall
\ninclude any excise taxes assessed on a person with respect to an employee
\nbenefit plan; references to “serving at the request of the Corporation” shall
\ninclude any service as a director, officer, employee or agent of the Corporation
\nwhich shall impose duties on, or involves services by, such director, officer,
\nemployee or agent with respect to an employee benefit plan, its participants, or
\nbeneficiaries; and a person who shall have acted in good faith and in a manner
\nsuch person shall have reasonably believed to be in the interest of the
\nparticipants and beneficiaries of an employee benefit plan shall be deemed to
\nhave acted in a manner “not opposed to the best interest of the Corporation” as
\nreferred to in this Article IX.<\/p>\n
SECTION 9.11. Saving Clause. In the event any provision of this
\nArticle IX shall be held invalid by any court of competent jurisdiction, such
\nholding shall not invalidate any other provision of this Article IX, and the
\nremaining provisions of this Article IX shall be construed as if such invalid
\nprovision had not been included in these By-laws.<\/p>\n
ARTICLE X.<\/p>\n
Seal.<\/p>\n
SECTION 10.01. Seal. The Board shall provide a corporate seal, which
\nshall be in the form of a circle and shall bear the full name of the Corporation
\nand the words and figures “Incorporated 1919 Delaware”, or words and figures of
\nsimilar import.<\/p>\n
ARTICLE XI.<\/p>\n
Fiscal Year.<\/p>\n
SECTION 11.01. Fiscal Year. The fiscal year of the Corporation shall
\nend on the thirty-first day of December in each year.<\/p>\n
32<\/p>\n
ARTICLE XII.<\/p>\n
Waiver of Notices.<\/p>\n
SECTION 12.01. Waiver of Notices. Whenever notice shall be required
\nto be given by these By-laws or by the Restated Certificate of Incorporation of
\nthe Corporation or by the General Corporation Law of the State of Delaware, a
\nwritten waiver thereof, signed by the person or persons entitled to said notice,
\nwhether before or after the time stated therein, shall be deemed equivalent to
\nnotice.<\/p>\n
ARTICLE XIII.<\/p>\n
Gender.<\/p>\n
SECTION 13.01. Gender. Any words in the masculine gender in these
\nBy-laws shall be deemed to include the feminine gender.<\/p>\n
ARTICLE XIV.<\/p>\n
Amendments.<\/p>\n
SECTION 14.01. Amendments. These By-laws as they shall be at any
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