{"id":41551,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-monsanto-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-monsanto-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-monsanto-co.html","title":{"rendered":"Bylaws – Monsanto Co."},"content":{"rendered":"

MONSANTO COMPANY<\/strong><\/p>\n

\n

BYLAWS<\/strong><\/p>\n

\n

As Amended Effective June 8, 2011<\/strong><\/p>\n

\n<\/p>\n

Agent and Corporate Offices<\/u><\/strong><\/p>\n

\n

1. Registered Office; Registered Agent<\/u><\/strong><\/p>\n<\/p>\n

The registered office of Monsanto Company (the “Company”), shall be located
\nin the State of Delaware and shall be at such address as shall be set forth in
\nthe Certificate of Incorporation of the Company (as the same may be amended from
\ntime to time, including by any Certificate of Designation, the “Certificate of
\nIncorporation”) or otherwise determined by the Board of Directors. The
\nregistered agent of the Company at such address shall be as set forth in the
\nCertificate of Incorporation or otherwise determined by the Board of Directors.\n<\/p>\n<\/p>\n

2. Other<\/u><\/strong><\/p>\n<\/p>\n

The Company shall have its General Offices in the County of St. Louis, State
\nof Missouri, and may also have offices at such other places both within or
\nwithout the State of Delaware as the Board of Directors may from time to time
\ndesignate or the business of the Company may require.<\/p>\n<\/p>\n

Shareowners153 Meetings<\/u><\/strong><\/p>\n

\n

3. Annual Meeting<\/u><\/strong><\/p>\n<\/p>\n

An annual meeting of shareowners shall be held on such day and at such time
\nas may be designated by the Board of Directors for the purpose of electing
\nDirectors and for the transaction of such other business as properly may come
\nbefore such meeting. Any previously scheduled annual meeting of the shareowners
\nby the Board of Directors may be postponed, canceled or rescheduled by
\nresolution of the Board of Directors upon public notice given on or prior to the
\ndate previously scheduled for such annual meeting of shareowners.<\/p>\n<\/p>\n

4. Business to be Conducted at Annual Meeting<\/u><\/strong><\/p>\n<\/p>\n

(a) At an annual meeting of shareowners, only such business (other than
\nnominations of directors, which must be made in compliance with, and shall be
\nexclusively governed by, Section 8 of these Bylaws) shall be conducted as shall
\nhave been brought before the meeting (i) pursuant to the Company153s notice of the
\nmeeting (or supplement thereto), (ii) by or at the direction of the Board of
\nDirectors or any committee thereof or (iii) by any shareowner of the Company who
\nis a shareowner of record at the time of giving of the notice provided for in
\nthis Bylaw and at the time of the annual meeting, who shall be entitled to vote\n<\/p>\n<\/p>\n

at such meeting and who shall have complied with the notice procedures set
\nforth in this Bylaw; clause (iii) shall be the exclusive means for a shareowner
\nto submit such business (other than matters properly brought under Rule 14a-8
\nunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
\nincluded in the Company153s notice of meeting) before an annual meeting of
\nstockholders.<\/p>\n<\/p>\n

(b) For any such business to be properly brought before an annual meeting by
\na shareowner pursuant to Section (a)(iii) of this Bylaw, such proposed business
\nmust constitute a proper matter for shareowner action and notice in writing must
\nbe delivered or mailed to the Secretary and received at the General Offices of
\nthe Company, by the close of business on a day not less than 90 days nor more
\nthan 120 days prior to the first anniversary of the preceding year153s annual
\nmeeting; provided, however, that in the event that the date of the meeting is
\nmore than 30 days before or more than 60 days after such anniversary date,
\nnotice by the shareowner must be received not earlier than the close of business
\non the 120th day prior to the date of such annual meeting and not later than the
\nclose of business on the later of the 90th day prior to the date of such annual
\nmeeting or, if the first public announcement of the date of such advanced or
\ndelayed annual meeting is less than 100 days prior to the date of such annual
\nmeeting, the tenth day following the day on which public announcement of the
\ndate of the annual meeting is first made. In no event shall any adjournment or
\npostponement of an annual meeting or the announcement thereof commence a new
\ntime period (or extend any time period) for the giving of a shareowner153s notice
\nas described above. Such shareowner153s notice shall set forth as to each matter
\nthe shareowner proposes to bring before the annual meeting (i) a brief
\ndescription of the business to be brought before the annual meeting and the
\nreasons for conducting such business at such meeting, and the text of the
\nproposal or business (including the text of any resolutions proposed for
\nconsideration and, in the event that such business includes a proposal to amend
\nthe Bylaws of the Company, the text of the proposed amendment); (ii) as to the
\nshareowner giving the notice and the beneficial owner, if any, on whose behalf
\nthe proposal is made, (A) the name and address, as they appear on the Company153s
\nbooks, of such shareowner and of such beneficial owner, (B) the class or series
\nand number of shares of the Company153s stock which are, directly or indirectly,
\nowned beneficially and of record, by such shareowner and such beneficial owner,
\n(C) any option, warrant, convertible security, stock appreciation right, or
\nsimilar right with an exercise or conversion privilege or a settlement payment
\nor mechanism at a price related to any class or series of shares of the Company
\nor with a value derived in whole or in part from the value of any class or
\nseries of shares of the Company, whether or not such instrument or right shall
\nbe subject to settlement in the underlying class or series of capital stock of
\nthe Company or otherwise (a “Derivative Instrument”) directly or indirectly
\nowned beneficially by such shareowner or beneficial owner and any other direct
\nor indirect opportunity to profit or share in any profit derived from any
\nincrease or decrease in the value of shares of the Company, (D) any proxy,
\ncontract, arrangement, understanding, or relationship pursuant to which such
\nshareowner or beneficial owner has a right to vote any shares of any security of
\nthe Company, (E) any short interest of such shareowner or beneficial owner in
\nany security of the Company (for purposes of this Bylaw a person shall be deemed
\nto have a short interest in a security if such person directly or indirectly,
\nthrough any contract, arrangement, understanding, relationship or<\/p>\n<\/p>\n

2<\/p>\n

\n

otherwise, has the opportunity to profit or share in any profit derived from
\nany decrease in the value of the subject security), (F) any rights to dividends
\non the shares of the Company owned beneficially by such shareowner or beneficial
\nowner that are separated or separable from the underlying shares of the Company,
\n(G) any proportionate interest in shares of the Company or Derivative
\nInstruments held, directly or indirectly, by a general or limited partnership in
\nwhich such shareowner or beneficial owner is a general partner or, directly or
\nindirectly, beneficially owns an interest in a general partner, (H) any
\nperformance-related fees (other than an asset-based fee) that such shareowner or
\nbeneficial owner is entitled to based on any increase or decrease in the value
\nof shares of the Company or Derivative Instruments, if any, as of the date of
\nsuch notice, including without limitation any such interests held by members of
\nsuch shareowner153s or beneficial owner153s immediate family sharing the same
\nhousehold (which information shall be supplemented by such shareowner and
\nbeneficial owner not later than 10 days after the record date for the meeting to
\ndisclose such ownership as of the record date), and (I) any other information
\nrelating to such shareowner and beneficial owner that would be required to be
\ndisclosed in a proxy statement or other filings required to be made in
\nconnection with solicitations of proxies for, as applicable, the proposal and\/or
\nfor the election of directors in a contested election pursuant to Section 14 of
\nthe Exchange Act and the rules and regulations promulgated thereunder; (iii) any
\nmaterial interest of the shareowner, and of the beneficial owner, if any, on
\nwhose behalf the proposal is made, in such business; (iv) a description of all
\nagreements, arrangements and understandings between such shareowner and
\nbeneficial owner, if any, and any other person or persons (including their
\nnames) in connection with the proposal of such business by the shareowner; (v) a
\nrepresentation that the shareowner is a holder of record of stock of the
\nCompany, entitled to vote at such meeting, and intends to appear in person or by
\nproxy at the meeting to propose such business; and (vi) a representation as to
\nwhether the shareowner or the beneficial owner, if any, intends, or is, or
\nintends to be part of a group that intends, (A) to deliver a proxy statement
\nand\/or form of proxy to holders of at least the percentage of the Company153s
\noutstanding capital stock required to approve or adopt the proposal and\/or (B)
\notherwise to solicit proxies or votes from shareowners in support of such
\nproposal. For purposes of these Bylaws, “public announcement” shall mean
\ndisclosure in a press release reported by the Dow Jones News Service, Associated
\nPress or comparable news service or in a document publicly filed or furnished by
\nthe Company with the Securities and Exchange Commission pursuant to Section 13,
\n14 or 15(b) of the Exchange Act, and the meaning of the term “group” shall be
\nwithin the meaning ascribed to such term under Section 13(d)(3) of the Exchange
\nAct.<\/p>\n<\/p>\n

(c) Notwithstanding anything in these Bylaws to the contrary, no business
\nshall be conducted at an annual meeting except in accordance with the procedures
\nset forth in this Bylaw. Except as otherwise provided by law, the chairman of
\nthe meeting may, if the facts warrant, determine that the business was not
\nproperly brought before the meeting in accordance with the provisions of this
\nBylaw; and if the chairman should so determine, the chairman shall so declare to
\nthe meeting, and any such business not properly brought before the meeting shall
\nnot be transacted. Notwithstanding the foregoing provisions of this Section 4, a
\nshareowner shall also comply with all applicable requirements of the Exchange
\nAct and the rules and regulations thereunder with respect to the matters set
\nforth in this Bylaw provided,<\/p>\n<\/p>\n

3<\/p>\n

\n

however, that any references in these Bylaws to the Exchange Act or the rules
\npromulgated thereunder are not intended to and shall not limit the requirements
\napplicable to be considered pursuant to Section 4(a)(iii) of this Bylaw. Nothing
\nin this Bylaw shall be deemed to affect any rights of shareowners to request
\ninclusion of proposals in the Company153s proxy statement pursuant to Rule 14a-8
\nunder the Exchange Act. The provisions of this Section 4 shall also govern what
\nconstitutes timely notice for purposes of Rule 14a-4(c) of the Exchange Act.\n<\/p>\n<\/p>\n

5. Special Meetings<\/u><\/strong><\/p>\n<\/p>\n

Special meetings of shareowners, unless otherwise provided by the law of
\nDelaware, may be called only pursuant to resolution of the Board of Directors.
\nThe Board of Directors shall have the sole right to determine the proper purpose
\nor purposes of such meeting. Business transacted at a special meeting of
\nshareowners shall be confined to the purpose or purposes of the meeting as
\nstated in the notice of such meeting. Any previously scheduled special meeting
\nof the shareowners by the Board of Directors may be postponed, rescheduled or
\ncanceled by resolution of the Board of Directors upon notice by public
\nannouncement given on or prior to the date previously scheduled for such special
\nmeeting of shareowners.<\/p>\n<\/p>\n

6. Place of Meetings<\/u><\/strong><\/p>\n<\/p>\n

All meetings of shareowners shall be held at the General Offices of the
\nCompany in the County of St. Louis, State of Missouri, unless otherwise
\ndetermined by resolution of the Board of Directors; provided that the Board may,
\nin its sole discretion, determine that the meeting shall not be held at any
\nplace, but may instead be held solely by means of remote communication as
\nauthorized by Section 211(a)(2) of the General Corporation Law of the State of
\nDelaware (the “General Corporation Law of Delaware”).<\/p>\n<\/p>\n

7. Notice of Meetings<\/u><\/strong><\/p>\n<\/p>\n

(a) Except as otherwise required by the law of Delaware, notice of each
\nmeeting of the shareowners, whether annual or special, shall be given, by or at
\nthe direction of the Secretary or Chief Executive Officer, except that (i) it
\nshall not be necessary to give notice to any shareowner who properly waives
\nnotice before or after the meeting, whether in writing or by electronic
\ntransmission or otherwise, and (ii) no notice of an adjourned meeting need be
\ngiven except when required under these Bylaws or by law. Each notice of a
\nmeeting shall be given, personally or by mail or, as provided below, by means of
\nelectronic transmission, not less than ten (10) nor more than sixty (60) days
\nbefore the meeting and shall state the date, time and place of the meeting, or
\nif held by remote communications, the means of remote communications by which
\nshareowners and proxyholders may be deemed to be present in person and vote at
\nsuch meeting, the record date for determining the shareowners entitled to vote
\nat the meeting and, if different, the record date for shareowners entitled to
\nnotice of the meeting, and unless it is the annual meeting, shall state at whose
\ndirection or request the meeting is called and the purposes for which it is
\ncalled. The attendance of any shareowner at a meeting, without protesting at the
\nbeginning of the meeting that the meeting is not lawfully<\/p>\n<\/p>\n

4<\/p>\n

\n

called or convened, shall constitute a waiver of notice by him or her; and
\nthe requirement of notice may also be waived in accordance with Section 63 of
\nthese Bylaws.<\/p>\n<\/p>\n

(b) Without limiting the manner by which notice otherwise may be given
\neffectively to shareowners, any notice to a shareowner given by the Company may
\nbe given by a form of electronic transmission consented to by the shareowner to
\nwhom the notice is given. Any such consent shall be revocable by the shareowner
\nby written notice to the Company. Any such consent shall be deemed revoked (i)
\nif the Company is unable to deliver by electronic transmission two consecutive
\nnotices given by the Company in accordance with such consent and (ii) such
\ninability becomes known to the Secretary or an Assistant Secretary of the
\nCompany or to the transfer agent or other person responsible for the giving of
\nnotice; provided, however, the inadvertent failure to treat such inability as a
\nrevocation shall not invalidate any meeting or other action. For purposes of
\nthese Bylaws, “electronic transmission” means any form of communication, not
\ndirectly involving the physical transmission of paper, that creates a record
\nthat may be retained, retrieved and reviewed by a recipient thereof, and that
\nmay be directly reproduced in paper form by such a recipient through an
\nautomated process.<\/p>\n<\/p>\n

(c) Notice shall be deemed given, if mailed, when deposited in the United
\nStates mail with postage prepaid, if addressed to a shareowner at his or her
\naddress on the Company153s records. Notice given by electronic transmission shall
\nbe deemed given (i) if by facsimile, when directed to a number at which the
\nshareowner has consented to receive notice; (ii) if by electronic mail, when
\ndirected to an electronic mail address at which the shareowner has consented to
\nreceive notice; (iii) if by posting on an electronic network together with
\nseparate notice to the shareowner of such specific posting, upon the later of
\n(A) such posting and (B) the giving of such separate notice; and (iv) by any
\nother form of electronic transmission, when directed to the shareowner.<\/p>\n<\/p>\n

(d) An affidavit of the Secretary or an Assistant Secretary or of the
\ntransfer agent or other agent of the Company that the notice has been given,
\nwhether by a form of electronic transmission or otherwise, shall, in the absence
\nof fraud, be prima facie evidence of the facts stated therein.<\/p>\n<\/p>\n

8. Nominations of Directors<\/u><\/strong><\/p>\n<\/p>\n

(a) Only persons who are nominated in accordance with the procedures set
\nforth in these Bylaws shall be eligible for election as Directors. Nominations
\nof persons for election to the Board of Directors may be made at a meeting of
\nshareowners (i) pursuant to the Company’s notice of meeting (or any supplement
\nthereto), (ii) by or at the direction of the Board of Directors or any committee
\nthereof or (iii) by any shareowner of the Company who is a shareowner of record
\nat the time of giving of the notice provided for in this Bylaw and at the time
\nof the annual meeting, who shall be entitled to vote for the election of
\nDirectors at the meeting and who complies with the notice procedures set forth
\nin this Bylaw; clause (ii) shall be the exclusive means for a shareowner to make
\nnominations of persons for election to the Board of Directors at an annual
\nmeeting of shareowners.<\/p>\n<\/p>\n

5<\/p>\n

\n

To be eligible to be a nominee for election or reelection as a director of
\nthe Company, the prospective nominee (whether nominated by or at the direction
\nof the Board of Directors or by a shareowner), or someone acting on such
\nprospective nominee153s behalf, must deliver (in accordance with any applicable
\ntime periods prescribed for delivery of notice under this Bylaw) to the
\nSecretary at the General Offices of the Company a written questionnaire with
\nrespect to the background and qualification of such person and the background of
\nany other person or entity on whose behalf the nomination is being made (which
\nquestionnaire shall be provided by the Secretary upon written request). The
\nprospective nominee must also provide a written representation and agreement, in
\nthe form provided by the Secretary upon written request, that such prospective
\nnominee: (A) will abide by the requirements of Section 11(b)(ii) of the Bylaws;
\n(B) is not and will not become a party to (1) any agreement, arrangement or
\nunderstanding with, and has not given any commitment or assurance to, any person
\nor entity as to how such prospective nominee, if elected as a director of the
\nCompany, will act or vote on any issue or question (a “Voting Commitment”) that
\nhas not been disclosed to the Company or (2) any Voting Commitment that could
\nlimit or interfere with such prospective nominee153s ability to comply, if elected
\nas a director of the Company, with such prospective nominee153s fiduciary duties
\nunder applicable law; (C) is not and will not become a party to any agreement,
\narrangement or understanding with any person or entity other than the Company
\nwith respect to any direct or indirect compensation, reimbursement or
\nindemnification in connection with service or action as a director that has not
\nbeen disclosed therein; and (D) would be in compliance if elected as a director
\nof the Company, and will comply with all applicable corporate governance,
\nconflict of interest, confidentiality and stock ownership and trading policies
\nand guidelines of the Company. For purposes of this Section 8(a), a “nominee”
\nshall include any person being considered to fill a vacancy on the Board of
\nDirectors.<\/p>\n<\/p>\n

(b) Any nominations by shareowners shall be made pursuant to notice in
\nwriting, delivered or mailed to the Secretary and received at the General
\nOffices of the Company (i) in the case of an annual meeting, by the close of
\nbusiness on a day not less than 90 days nor more than 120 days prior to the
\nfirst anniversary of the preceding year153s annual meeting, provided, however,
\nthat in the event that the date of the meeting is more than 30 days before or
\nmore than 60 days after such anniversary date, notice by the shareowner must be
\nreceived not earlier than the close of business on the 120th day prior to such
\nannual meeting and not later than the close of business on the later of the 90th
\nday prior to such annual meeting or the tenth day following the day on which
\npublic announcement of the date of the meeting is first made; or (ii) in the
\ncase of a special meeting at which the Board of Directors gives notice that
\nDirectors are to be elected, not earlier than the 120th day prior to the date of
\nsuch special meeting and not later than the close of business on the later of
\nthe 90th day prior to the date of such special meeting or, if the first public
\nannouncement of the date such special meeting is less than 100 days prior to the
\ndate of such special meeting, the tenth day following the day on which public
\nannouncement of the date of the meeting and of the nominees proposed by the
\nBoard of Directors to be elected at such meeting is first made. In no event
\nshall any adjournment or postponement of an annual or special meeting or the
\nannouncement thereof commence a new time period (or extend any time period) for
\nthe giving of a shareowner153s notice as described above. In the case of a special
\nmeeting of<\/p>\n<\/p>\n

6<\/p>\n

\n

shareowners at which the Board of Directors gives notice that Directors are
\nto be elected, shareowners may nominate a person or persons (as the case may be)
\nfor election only to such position(s) as are specified in the Company153s notice
\nof meeting as being up for election at such meeting. Such shareowner153s notice
\nshall set forth (i) as to each person whom the shareowner proposes to nominate
\nfor election or reelection as a Director, (A) all information relating to such
\nperson that would be required to be disclosed in solicitations of proxies for
\nelection of Directors, or is otherwise required, in each case pursuant to and in
\naccordance with Regulation 14A under the Exchange Act (including such person153s
\nwritten consent to being named in the proxy statement as a nominee and to
\nserving as a Director if elected) and (B) a description of all direct and
\nindirect compensation and other material monetary agreements, arrangements and
\nunderstandings during the past three years, and any other material
\nrelationships, between or among such shareowner and beneficial owner, if any, on
\nwhose behalf the nomination is being made, and their respective affiliates and
\nassociates, or others acting in concert therewith, on the one hand, and each
\nproposed nominee, and his or her respective affiliates and associates, or others
\nacting in concert therewith, on the other hand, including, without limitation
\nall information that would be required to be disclosed pursuant to Rule 404
\npromulgated under Regulation S-K if the shareowner making the nomination and any
\nbeneficial owner on whose behalf the nomination is made, if any, or any
\naffiliate or associate thereof or person acting in concert therewith, were the
\n“registrant” for purposes of such rule and the nominee were a director or
\nexecutive officer of such registrant; (ii) as to the shareowner giving the
\nnotice and the beneficial owner on whose behalf the nomination is made, (A) the
\nname and address, as they appear on the Company153s books, of such shareowner and
\nof such beneficial owner, (B) the class or series and number of shares of the
\nCompany153s stock which are, directly or indirectly, owned beneficially and of
\nrecord, by such shareowner and such beneficial owner, (C) any Derivative
\nInstrument directly or indirectly owned beneficially by such shareowner or
\nbeneficial owner and any other direct or indirect opportunity to profit or share
\nin any profit derived from any increase or decrease in the value of shares of
\nthe Company, (D) any proxy, contract, arrangement, understanding, or
\nrelationship pursuant to which such shareowner or beneficial owner has a right
\nto vote any shares of any security of the Company, (E) any short interest of
\nsuch shareowner or beneficial owner in any security of the Company (for purposes
\nof this Bylaw a person shall be deemed to have a short interest in a security if
\nsuch person directly or indirectly, through any contract, arrangement,
\nunderstanding, relationship or otherwise, has the opportunity to profit or share
\nin any profit derived from any decrease in the value of the subject security),
\n(F) any rights to dividends on the shares of the Company owned beneficially by
\nsuch shareowner or beneficial owner that are separated or separable from the
\nunderlying shares of the Company, (G) any proportionate interest in shares of
\nthe Company or Derivative Instruments held, directly or indirectly, by a general
\nor limited partnership in which such shareowner or beneficial owner is a general
\npartner or, directly or indirectly, beneficially owns an interest in a general
\npartner, (H) any performance-related fees (other than an asset-based fee) that
\nsuch shareowner or beneficial owner is entitled to based on any increase or
\ndecrease in the value of shares of the Company or Derivative Instruments, if
\nany, as of the date of such notice, including without limitation any such
\ninterests held by members of such shareowner153s or beneficial owner153s immediate
\nfamily sharing the same household (which information shall be supplemented by
\nsuch shareowner and beneficial<\/p>\n<\/p>\n

7<\/p>\n

\n

owner not later than 10 days after the record date for the meeting to
\ndisclose such ownership as of the record date), and (I) any other information
\nrelating to such shareowner and beneficial owner that would be required to be
\ndisclosed in a proxy statement or other filings required to be made in
\nconnection with solicitations of proxies for, as applicable, the proposal and\/or
\nfor the election of directors in a contested election pursuant to Section 14 of
\nthe Exchange Act and the rules and regulations promulgated thereunder; (iii) a
\nrepresentation that the shareowner is a holder of record of stock of the Company
\nentitled to vote at such meeting and intends to appear in person or by proxy at
\nthe meeting to propose such nomination; and (iv) a representation as to whether
\nthe shareowner or the beneficial owner, if any, intends, or is or intends to be
\npart of a group that intends, (A) to deliver a proxy statement and\/or form of
\nproxy to holders of at least the percentage of the Company153s outstanding capital
\nstock required to elect the nominee and\/or (B) otherwise to solicit proxies or
\nvotes from shareowners in support of such nomination. At the request of the
\nBoard of Directors, any person nominated by the Board of Directors for election
\nas a Director shall furnish to the Secretary that information required to be set
\nforth in a shareowner153s notice of nomination which pertains to the nominee. The
\nCompany may require any proposed nominee to furnish such other information as
\nmay reasonably be required by the Company to determine the eligibility of such
\nproposed nominee to serve as an independent Director of the Company or that
\ncould be material to a reasonable shareowner153s understanding of the
\nindependence, or lack thereof, of such nominee. Notwithstanding anything in this
\nBylaw to the contrary, in the event that the number of Directors to be elected
\nto the Board of Directors of the Company at an annual meeting is increased
\neffective after the time period for which nominations would otherwise be due
\nunder this Section 8(b) and there is no public statement naming all the nominees
\nfor the additional Directorships at least 100 days prior to the first
\nanniversary of the preceding year153s annual meeting, a shareowner153s notice
\nrequired by this Bylaw shall also be considered timely, but only with respect to
\nnominees for such additional Directorships, if it shall be delivered to the
\nSecretary at the principal offices of the Company not later than the close of
\nbusiness on the 10th day following the day on which such public announcement is
\nfirst made by the Company.<\/p>\n<\/p>\n

(c) No person shall be eligible for election as a Director of the Company
\nunless nominated in accordance with the procedures set forth in these Bylaws.
\nExcept as otherwise provided by law, the Certificate of Incorporation or these
\nBylaws, the chairman of the meeting may, if the facts warrant, determine that a
\nnomination was not made in accordance with the procedures prescribed in this
\nBylaw; and if the chairman should so determine, the chairman shall so declare to
\nthe meeting, and the defective nomination shall be disregarded. Notwithstanding
\nthe foregoing provisions of this Section 8, a shareowner shall also comply with
\nall applicable requirements of the Exchange Act and the rules and regulations
\nthereunder with respect to the matters set forth in this Bylaw; provided,
\nhowever, that any references in these Bylaws to the Exchange Act or the rules
\npromulgated thereunder are not intended to and shall not limit the requirements
\napplicable to nominations to be considered pursuant to Section 8(a)(ii) of this
\nBylaw. Nothing in this Section 8 shall be deemed to affect any rights of the
\nholders of any series of preferred stock of the Company to elect directors
\npursuant to any applicable provisions of the Certificate of Incorporation.<\/p>\n<\/p>\n

8<\/p>\n

\n

9. List of Shareowners<\/u><\/strong><\/p>\n<\/p>\n

(a) Not less than ten (10) days prior to the date of any meeting of
\nshareowners, the Secretary of the Company shall prepare a complete list of
\nshareowners entitled to vote at the meeting (provided, however, if the record
\ndate for determining the shareowners entitled to vote is less than ten (10) days
\nbefore the date of the meeting, the list shall reflect the shareowners entitled
\nto vote as of the tenth day before the meeting date), arranged in alphabetical
\norder and showing the address of each shareowner and the number of shares
\nregistered in the name of such shareowner; provided, that the Company shall not
\nbe required to include electronic mail addresses or other electronic contact
\ninformation on such list. For a period of not less than ten (10) days prior to
\nthe meeting, the list shall be available during ordinary business hours for
\ninspection by any shareowner for any purpose germane to the meeting. During this
\nperiod, the list shall be kept either (1) on a reasonably accessible electronic
\nnetwork, provided that the information required to gain access to such list is
\nprovided with the notice of the meeting or (2) during ordinary business hours,
\nat the principal place of business of the Company. If the Company determines to
\nmake the list available on an electronic network, the Company may take
\nreasonable steps to ensure that such information is available only to
\nshareowners of the Company. If the meeting is to be held at a place, then the
\nlist shall be produced and kept at the time and place of the meeting during the
\nwhole time thereof, and may be inspected by any shareowner who is present. If
\nthe meeting is to be held solely by means of remote communication, then the list
\nshall also be open to the examination of any shareowner during the whole time of
\nthe meeting on a reasonably accessible electronic network, and the information
\nrequired to access such list shall be provided with the notice of the meeting.\n<\/p>\n<\/p>\n

(b) The stock ledger of the Company shall be the only evidence as to the
\nidentity of the shareowners entitled (i) to vote in person or by proxy at any
\nmeeting of shareowners, or (ii) to exercise the rights in accordance with
\nDelaware law to examine the stock ledger, the list required by this Bylaw or the
\nbooks and records of the Company, or for any other purpose permitted under
\nDelaware law.<\/p>\n<\/p>\n

10. Quorum; Adjournment<\/u><\/strong><\/p>\n<\/p>\n

The holders of a majority of the voting power of the shares of capital stock
\nissued and outstanding and entitled to vote thereat, present in person or
\nrepresented by proxy, shall constitute a quorum for the transaction of any
\nbusiness at all meetings of the shareowners, except as otherwise provided by the
\nlaw of Delaware, by the Certificate of Incorporation or by these Bylaws. The
\nshareowners present at any duly organized meeting may continue to transact
\nbusiness until adjournment, notwithstanding the withdrawal of sufficient
\nshareowners to render the remaining shareowners less than a quorum. Whether or
\nnot a quorum is present, either the chairman of the meeting or the holders of a
\nmajority of the voting power of the shares of capital stock entitled to vote
\nthereat, present in person or by proxy, shall have power to adjourn the meeting
\nfrom time to time to another time or place or means of remote communications,
\nwithout notice other than announcement at the meeting of the time and place, if
\nany, and the means of remote communications, if any, by which<\/p>\n<\/p>\n

9<\/p>\n

\n

shareowners and proxy holders may be deemed to be present in person and vote
\nat such adjourned meeting. If the adjournment is for more than thirty days, a
\nnotice of the adjourned meeting shall be given to each shareowner of record
\nentitled to vote at the meeting. At such adjourned meeting at which the
\nrequisite amount of voting stock shall be present or represented, any business
\nmay be transacted which might have been transacted at the meeting as originally
\nnoticed. If after the adjournment a new record date for determination of
\nshareowners entitled to vote is fixed for the adjourned meeting, the Board of
\nDirectors shall fix as the record date for determining shareowners entitled to
\nnotice of such adjourned meeting the same or an earlier date as that fixed for
\ndetermination of shareowners entitled to vote at the adjourned meeting, and
\nshall give notice of the adjourned meeting to each stockholder of record as of
\nthe record date so fixed for notice of such adjourned meeting.<\/p>\n<\/p>\n

11. Voting and Required Vote<\/u><\/strong><\/p>\n<\/p>\n

(a) Subject to the provisions of the Certificate of Incorporation, each
\nshareowner shall, at every meeting of shareowners, be entitled to one vote for
\neach share of capital stock held by such shareowner. Except as otherwise
\nprovided by the Certificate of Incorporation, these Bylaws, applicable law, and
\nthe rules and regulations of any stock exchange applicable to the Company or
\npursuant to any other regulation applicable to the Company or its securities,
\nDirectors shall be elected in the manner described in paragraph (b) below; and
\nall other questions brought before any meeting of shareowners shall be
\ndetermined by the vote of a majority of the votes cast with respect to that
\nquestion (for purposes of this Bylaw, votes cast shall exclude “abstentions” and
\nany “broker non-votes” with respect to that question to be voted on). In all
\nmatters, votes cast in accordance with any method adopted by the Company shall
\nbe valid so long as such method is permitted under Delaware law.<\/p>\n<\/p>\n

(b)(i) Each director to be elected by shareowners after the effective date of
\nthis Bylaw shall be elected by the vote of the majority of the votes cast with
\nrespect to that director’s election at any meeting for the election of directors
\nat which a quorum is present. For purposes of this Bylaw, a majority of votes
\ncast shall mean that the number of votes cast “for” a director153s election
\nexceeds the number of votes cast “against” that director153s election. Votes cast
\nshall exclude “abstentions” and any “broker non-votes” with respect to that
\ndirector153s election. Notwithstanding the foregoing, in the event of a contested
\nelection of directors, directors shall be elected by the vote of a plurality of
\nthe votes present in person or represented by proxy at any meeting for the
\nelection of directors at which a quorum is present. For purposes of this Bylaw,
\na contested election shall mean any election of directors in which the number of
\ncandidates for election as directors exceeds the number of directors to be
\nelected, with the determination that an election is “contested” to be made by
\nthe Secretary within 30 days following the close of the applicable notice of
\nnomination period set forth in Section 8, based on whether one or more notices
\nof nomination were timely filed in accordance with said Section 8 (provided that
\nthe determination that an election is a “contested election” shall be
\ndeterminative only as to the timeliness of a notice of nomination and not
\notherwise as to its validity). If, prior to the time the Company mails its
\ninitial proxy statement in connection with such election of directors, one or
\nmore notices of nomination are<\/p>\n<\/p>\n

10<\/p>\n

\n

withdrawn such that the number of candidates for election as director no
\nlonger exceeds the number of directors to be elected, the election shall not be
\nconsidered a contested election.<\/p>\n<\/p>\n

(ii) In order for any incumbent director to become a nominee of the Board of
\nDirectors for further service on the Board of Directors, such person shall
\nsubmit an irrevocable resignation, contingent on (A) that person153s not receiving
\na majority of the votes cast in an election that is not a contested election,
\nand (B) acceptance of that resignation by the Board of Directors in accordance
\nwith the policies and procedures set forth herein or adopted by the Board of
\nDirectors for such purpose. In the event an incumbent director fails to receive
\na majority of the votes cast in an election that is not a contested election,
\nthe Nominating and Corporate Governance Committee of the Board of Directors, or
\nany committee serving the functions of the committee that is known as the
\nNominating and Corporate Governance Committee as of the effective date of this
\nBylaw (the “Nominating and Corporate Governance Committee”) shall make a
\nrecommendation to the Board of Directors as to whether to accept or reject the
\nresignation of such incumbent director, or whether other action should be taken.
\nThe Board of Directors shall act on the resignation, taking into account the
\nNominating and Corporate Governance Committee153s recommendation, and publicly
\ndisclose (by a press release, a filing with the Securities and Exchange
\nCommission or other broadly disseminated means of communication) its decision
\nregarding the resignation and the rationale behind the decision within 90 days
\nfrom the date of the certification of the election results. The Nominating and
\nCorporate Governance Committee in making its recommendation, and the Board of
\nDirectors in making its decision, may each consider any factors or other
\ninformation that it considers appropriate and relevant. The director whose
\nresignation is being considered shall not participate in the recommendation of
\nthe Nominating and Corporate Governance Committee or the decision of the Board
\nof Directors with respect to his or her resignation. If such incumbent
\ndirector153s resignation is not accepted by the Board of Directors,
\nnotwithstanding anything to the contrary in Section 16 of these Bylaws, such
\ndirector shall continue to serve as a member of the class of directors to which
\nsuch director was nominated for election until the next succeeding annual
\nmeeting of shareowners and until his or her successor is duly elected, or his or
\nher earlier resignation or removal. At such next succeeding annual meeting, in
\naddition to the nominees for election for the class of directors scheduled to be
\nelected at such meeting, one or more persons may be nominated for election to
\nany directorship held by a director who continues in office but whose term shall
\nhave expired prior to such meeting, and any person elected to any such
\ndirectorship shall be elected to the Board of Directors as a member of the class
\nof directors to which the director previously holding such directorship was a
\nmember. If a director153s resignation is accepted by the Board of Directors
\npursuant to this Bylaw, or if a nominee for director is not elected and the
\nnominee is not an incumbent director, then the Board of Directors, in its sole
\ndiscretion, may fill any resulting vacancy pursuant to the provisions of Section
\n17 or may decrease the size of the Board of Directors pursuant to the provisions
\nof Section 16(a).<\/p>\n<\/p>\n

(c) Any shareowner entitled to vote on any matter may vote part of the shares
\nin favor of the proposal and refrain from voting the remaining shares or may
\nvote the remaining shares against the proposal; but if the shareowner fails to
\nspecify the number of<\/p>\n<\/p>\n

11<\/p>\n

\n

shares which the shareowner is voting affirmatively or otherwise indicate how
\nthe number of shares to be voted affirmatively is to be determined, it will be
\nconclusively presumed that the shareowner153s approving vote is with respect to
\nall shares which the shareowner is entitled to vote.<\/p>\n<\/p>\n

(d) Voting need not be by ballot unless requested by a shareowner at the
\nmeeting or ordered by the chairman of the meeting; however, all elections of
\ndirectors shall be by written ballot, unless otherwise provided in the
\nCertificate of Incorporation; provided<\/u>, that if authorized by the Board,
\na written ballot may be submitted by electronic transmission, provided that any
\nsuch electronic transmission must either set forth or be submitted with
\ninformation from which it can be determined that the electronic transmission was
\nauthorized by the shareowner or proxyholder.<\/p>\n<\/p>\n

12. Proxies<\/u><\/strong><\/p>\n<\/p>\n

(a) Each shareowner entitled to vote at a meeting of shareowners may
\nauthorize another person or persons to act for such shareowner by proxy, in any
\nmanner permitted by law, including, without limitation, in the form of a
\ntelegram, cablegram or other means of electronic transmission which sets forth
\nor is submitted with information from which it can be determined that the
\ntelegram, cablegram or other means of electronic transmission was authorized by
\nthe shareowner. No proxy shall be voted or acted upon after three years from its
\ndate, unless the proxy provides for a longer period. A duly executed proxy shall
\nbe irrevocable if it states that it is irrevocable and if, and only as long as,
\nit is coupled with an interest sufficient in law to support an irrevocable
\npower. The revocability of a proxy that states on its face that it is
\nirrevocable shall be governed by the provisions of Section 212(e) of the General
\nCorporation Law of Delaware. A shareowner may revoke any proxy which is not
\nirrevocable by attending the meeting and voting in person or by filing an
\ninstrument in writing revoking the proxy or by filing another duly executed
\nproxy bearing a later date with the Secretary of the Company.<\/p>\n<\/p>\n

(b) A proxy is not revoked by the death or incapacity of the maker unless,
\nbefore the vote is counted, written notice of such death or incapacity is
\nreceived by the Secretary of the Company.<\/p>\n<\/p>\n

13. Inspectors of Election; Polls<\/u><\/strong><\/p>\n<\/p>\n

Before each meeting of shareowners, the Chairman of the Board, the President
\nor another officer of the Company designated by resolution of the Board of
\nDirectors shall appoint one or more inspectors of election for the meeting and
\nmay appoint one or more inspectors to replace any inspector unable to act. If
\nany of the inspectors appointed shall fail to attend, or refuse or be unable to
\nserve, substitutes shall be appointed by the chairman of the meeting. Each
\ninspector, who may be an employee of the Company, shall have such duties as are
\nprovided by law, and shall take and sign an oath faithfully to execute the
\nduties of inspector with strict impartiality and according to the best of such
\nperson153s ability. The chairman of the meeting shall fix and announce at the
\nmeeting the date and time of the opening and closing of the polls for each
\nmatter upon which the shareowners will vote at the<\/p>\n<\/p>\n

12<\/p>\n

\n

meeting. No person who is a candidate for an office at an election may serve
\nas an inspector at such election.<\/p>\n<\/p>\n

14. Organization<\/u><\/strong><\/p>\n<\/p>\n

(a) The Chairman of the Board of Directors, or in the Chairman153s absence, (i)
\nthe President, if a member of the Board of Directors, (ii) one of the Vice
\nChairmen of the Board who is a member of the Board of Directors, if any, in such
\norder as may be designated by the Chairman of the Board, in that order, or (iii)
\nin the absence of each of them, a chairman chosen by a majority of the Directors
\npresent, shall act as chairman of the meetings of the shareowners. The Secretary
\nshall act as secretary of the meeting, but in his or her absence the chairperson
\nof the meeting may appoint any person to act as secretary of the meeting.<\/p>\n<\/p>\n

(b) The Board shall be entitled to make such rules or regulations for the
\nconduct of meetings of shareowners as it shall deem appropriate. Subject to such
\nrules and regulations of the Board, if any, the person presiding over the
\nmeeting shall have the right and authority to convene and (for any or no reason)
\nto recess and\/or adjourn the meeting, to prescribe such rules, regulations and
\nprocedures and to do all such acts as, in the judgment of the person presiding
\nover the meeting, are necessary, appropriate or convenient for the proper
\nconduct of the meeting, including, without limitation, establishing an agenda or
\norder of business for the meeting, rules and procedures for maintaining order at
\nthe meeting and the safety of those present, limitations on participation in
\nsuch meeting to shareowners of record of the Company and their duly authorized
\nand constituted proxies and such other persons as the person presiding over the
\nmeeting shall permit, restrictions on entry to the meeting after the time fixed
\nfor the commencement thereof, limitations on the time allotted to questions or
\ncomments by participants and regulation of the opening and closing of the polls
\nfor balloting and matters which are to be voted on by ballot. The person
\npresiding over the meeting, in addition to making any other determinations that
\nmay be appropriate to the conduct of the meeting, shall, if the facts warrant,
\ndetermine and declare to the meeting that a matter or business was not properly
\nbrought before the meeting and if the person presiding over the meeting should
\nso determine and declare, any such matter or business shall not be transacted or
\nconsidered.<\/p>\n<\/p>\n

(c) Notwithstanding anything to the contrary in these Bylaws, unless
\notherwise required by law, if a shareowner (or qualified representative) does
\nnot appear at the meeting of shareowners of the Company to present a nomination
\nor business pursuant to Section 4 or Section 8 of these Bylaws, such nomination
\nshall be disregarded and such proposed business shall not be transacted, even
\nthough proxies in respect of such vote may have been received by the Company. In
\norder to be considered a qualified representative of the shareowner, a person
\nmust be authorized by a writing executed by such shareowner or an electronic
\ntransmission delivered by such shareowner to act for such shareowner as proxy at
\nthe meeting of shareowners, and such person must produce such writing or
\nelectronic transmission, or a reliable reproduction of the writing or electronic
\ntransmission, at the meeting of shareowners.<\/p>\n<\/p>\n

13<\/p>\n

\n

15. No Shareowner Action by Written Consent<\/u><\/strong><\/p>\n<\/p>\n

Any action required or permitted to be taken by the shareowners of the
\nCompany must be effected at a duly called annual or special meeting of
\nshareowners of the Company and may not be effected by any consent in writing in
\nlieu of a meeting of such shareowners.<\/p>\n<\/p>\n

Board of Directors<\/u><\/strong><\/p>\n

\n

16. General Powers, Number, Term of Office<\/u><\/strong><\/p>\n<\/p>\n

(a) The business of the Company shall be managed under the direction of its
\nBoard of Directors. Subject to the rights of the holders of any series of
\npreferred stock, par value $0.01 per share, of the Company (“Preferred Stock”)
\nto elect additional Directors under specified circumstances, the number of
\nDirectors of the Company which shall constitute the whole Board shall be not
\nless than five nor more than 20. The exact number of Directors within the
\nminimum and maximum limitation specified in the preceding sentence shall be
\nfixed from time to time exclusively by resolution of a majority of the whole
\nBoard.<\/p>\n<\/p>\n

(b) At the first annual meeting of shareowners after August 13, 2002 (the
\n“First Meeting”), the Directors, other than those who may be elected by the
\nholders of any outstanding series of Preferred Stock or any other series or
\nclass of stock as set forth in the Certificate of Incorporation, shall be
\ndivided into three classes, as nearly equal in number as possible and designated
\nClass I, Class II and Class III. Class I shall be initially elected for a term
\nexpiring at the first annual meeting of shareowners following the First Meeting,
\nClass II shall be initially elected for a term expiring at the second annual
\nmeeting of shareowners following the First Meeting, and Class III shall be
\ninitially elected for a term expiring at the third annual meeting of shareowners
\nfollowing the First Meeting. Members of each class shall hold office until their
\nsuccessors are elected and qualified. At each succeeding annual meeting of the
\nshareowners of the Company, the successors of the class of Directors whose term
\nexpires at that meeting shall be elected for a term expiring at the annual
\nmeeting of shareowners held in the third year following the year of their
\nelection. In case of any increase or decrease, from time to time, in the number
\nof Directors, other than those who may be elected by the holders of any
\noutstanding series of Preferred Stock or any other series or class of stock as
\nset forth in the Certificate of Incorporation, the number of Directors in each
\nclass shall be apportioned as nearly equal as possible.<\/p>\n<\/p>\n

(c) Directors need not be shareowners of the Company or residents of the
\nState of Delaware.<\/p>\n<\/p>\n

17. Vacancies<\/u><\/strong><\/p>\n<\/p>\n

Subject to the rights, if any, of the holders of any outstanding series of
\nPreferred Stock, newly created directorships resulting from any increase in the
\nauthorized number of Directors or any vacancies in the Board resulting from
\ndeath, resignation, retirement, disqualification, removal from office or other
\ncause shall be filled solely by the affirmative vote<\/p>\n<\/p>\n

14<\/p>\n

\n

of a majority of the remaining Directors then in office, even though less
\nthan a quorum of the Board. Any Director so chosen shall hold office until the
\nexpiration of the term of office of the director whom he or she has replaced or
\nuntil his or her successor shall be elected and qualified. No decrease in the
\nnumber of Directors shall shorten the term of any incumbent Director.<\/p>\n<\/p>\n

18. Regular Meetings<\/u><\/strong><\/p>\n<\/p>\n

The Board of Directors by resolution may provide for the holding of regular
\nmeetings and may fix the times and places at which such meetings shall be held.
\nNotice of regular meetings shall not be required, provided that whenever the
\ntime or place of regular meetings shall be fixed or changed, notice of such
\naction shall be given promptly to each Director, as provided in Section 19
\nbelow, who was not present at the meeting at which such action was taken.<\/p>\n<\/p>\n

19. Special Meetings<\/u><\/strong><\/p>\n<\/p>\n

Special meetings of the Board of Directors, or of the Directors who have been
\ndetermined by the Board to be “independent Directors” (any such Director, an
\n“Independent Director”) shall be held whenever called by the Chairman of the
\nBoard of Directors, the Lead Director or the President, or in the absence of
\neach of them, by any Vice Chairman of the Board, or by the Secretary at the
\nwritten request of a majority of the Directors.<\/p>\n<\/p>\n

20. Notices<\/u><\/strong><\/p>\n<\/p>\n

Notice of any special meeting of the Board of Directors shall be addressed to
\neach Director at such Director153s residence or business address and shall be sent
\nto such Director by mail, electronic mail, telecopier, telegram or telex or
\ntelephoned or delivered to such Director personally. If such notice is sent by
\nmail, it shall be sent not later than three days before the day on which the
\nmeeting is to be held. If such notice is sent by electronic mail or facsimile
\ntransmission, it shall be sent not later than 12 hours before the time at which
\nthe meeting is to be held. If such notice is telephoned or delivered personally,
\nit shall be received not later than 12 hours before the time at which the
\nmeeting is to be held. Such notice shall state the time, place and purpose or
\npurposes of the meeting. Any oral notice given personally or by telephone may be
\ncommunicated either to the Director or to a person at the office of the Director
\nwho the person giving the notice has reason to believe will promptly communicate
\nit to the Director. The requirement of notice may be waived in accordance with
\nSection 63 of these Bylaws.<\/p>\n<\/p>\n

21. Quorum<\/u><\/strong><\/p>\n<\/p>\n

One-third of the total number of Directors constituting the whole Board, but
\nnot less than two, shall constitute a quorum for the transaction of business at
\nany meeting of the Board of Directors, but if less than such required number of
\nDirectors for a quorum is present at a meeting, a majority of the Directors
\npresent may adjourn the meeting from time to time without further notice. Except
\nas otherwise specifically provided by the law of Delaware, the<\/p>\n<\/p>\n

15<\/p>\n

\n

Certificate of Incorporation or these Bylaws, the act of a majority of the
\nDirectors present at a meeting at which a quorum is present shall be the act of
\nthe Board of Directors.<\/p>\n<\/p>\n

22. Organization<\/u><\/strong><\/p>\n<\/p>\n

At each meeting of the Board of Directors, other than meetings of the
\nnon-management Directors in executive session, the Chairman of the Board or, in
\nthe Chairman153s absence, (i) the Lead Director, (ii) the President, if a member
\nof the Board of Directors, (iii) one of the Vice Chairmen of the Board who is a
\nmember of the Board of Directors, if any, in such order as may be designated by
\nthe Chairman of the Board, in that order, or (iv) in the absence of each of
\nthem, a chairman chosen by a majority of the Directors present, shall act as
\nchairman of the meeting, and the Secretary or, in the Secretary153s absence, an
\nAssistant Secretary or any employee of the Company appointed by the chairman of
\nthe meeting, shall act as secretary of the meeting. The Lead Director shall
\npreside at meetings of the non-management Directors or, in the Lead Director153s
\nabsence, the non-management Directors shall choose a non-management Director to
\npreside at such meetings in executive session.<\/p>\n<\/p>\n

23. Resignations<\/u><\/strong><\/p>\n<\/p>\n

Any Director may resign at any time by giving notice in writing or by
\nelectronic transmission to the Chairman of the Board, the President or the
\nSecretary of the Company. Such resignation shall take effect at the time
\nspecified therein or upon the happening of an event or events specified therein,
\nor if the time is not specified and the resignation is not made contingent upon
\nthe happening of an event or events, upon receipt thereof; and, unless otherwise
\nspecified therein, the acceptance of such resignation shall not be necessary to
\nmake it effective.<\/p>\n<\/p>\n

24. Removal<\/u><\/strong><\/p>\n<\/p>\n

Subject to the rights of the holders of any outstanding series of Preferred
\nStock or any other series or class of stock as set forth in the Certificate of
\nIncorporation to elect additional Directors under specified circumstances, any
\nDirector or the entire Board may be removed from office only for cause and only
\nby the affirmative vote of the holders of at least 70 percent of the voting
\npower of the outstanding stock of the Company entitled to vote, voting together
\nas a single class.<\/p>\n<\/p>\n

25. Action Without a Meeting; Telephonic Meetings<\/u><\/strong><\/p>\n<\/p>\n

(a) Unless otherwise restricted by the Certificate of Incorporation or these
\nBylaws, any action required or permitted to be taken at any meeting of the Board
\nof Directors or of any committee thereof may be taken without a meeting if all
\nmembers of the Board or committee, as the case may be, consent thereto in
\nwriting or by electronic transmission, and the writing or writings or electronic
\ntransmission or transmissions are filed with the minutes of proceedings of the
\nBoard or committee. Such filing shall be in paper form if the minutes are
\nmaintained in paper form and shall be in electronic form if the minutes are
\nmaintained in electronic form.<\/p>\n<\/p>\n

16<\/p>\n

\n

(b) Members of the Board of Directors may participate in any meeting of the
\nBoard or of any committee by means of conference telephone or other
\ncommunications equipment by means of which all persons participating in the
\nmeeting can hear each other, and participation in a meeting pursuant to this
\nsubsection shall constitute presence in person at the meeting.<\/p>\n<\/p>\n

26. Location of Books<\/u><\/strong><\/p>\n<\/p>\n

Except as otherwise provided by resolution of the Board of Directors and
\nsubject to the law of Delaware, the books of the Company may be kept at the
\nGeneral Offices of the Company and at such other places as may be necessary or
\nconvenient for the business of the Company.<\/p>\n<\/p>\n

27. Dividends<\/u><\/strong><\/p>\n<\/p>\n

Subject to the provisions of the Certificate of Incorporation and the law of
\nDelaware, dividends upon the capital stock of the Company may be declared by the
\nBoard of Directors at any regular or special meeting. Dividends may be paid in
\ncash, in property, or in shares of the Company153s capital stock.<\/p>\n<\/p>\n

28. Compensation of Directors<\/u><\/strong><\/p>\n<\/p>\n

Directors shall receive such compensation and benefits as may be determined
\nby resolution of the Board for their services as members of the Board and
\ncommittees. Directors shall also be reimbursed for their expenses of attending
\nBoard and committee meetings. Nothing contained herein shall preclude any
\nDirector from serving the Company in any other capacity and receiving
\ncompensation therefor.<\/p>\n<\/p>\n

29. Additional Powers<\/u><\/strong><\/p>\n<\/p>\n

In addition to the powers and authorities by these Bylaws expressly conferred
\nupon it, the Board of Directors may exercise all such powers of the Company and
\ndo all such lawful acts and things as are not by statute or by the Certificate
\nof Incorporation or by these Bylaws directed or required to be exercised or done
\nby the shareowners.<\/p>\n<\/p>\n

Committees of Directors<\/u><\/strong><\/p>\n

\n

30. Designation, Power, Alternate Members<\/u><\/strong><\/p>\n<\/p>\n

The Board of Directors may, by resolution or resolutions passed by a majority
\nof the whole Board, designate an Executive Committee and one or more additional
\ncommittees, each committee to consist of one or more of the Directors of the
\nCompany. Any such committee, to the extent provided in said resolution or
\nresolutions and subject to any limitations provided by law, shall have and may
\nexercise the powers of the Board of Directors in the management of the business
\nand affairs of the Company. In the absence or disqualification of a member of
\nthe committee, the member or members thereof present at any meeting and not
\ndisqualified from voting, whether or not he, she or they constitute a<\/p>\n<\/p>\n

17<\/p>\n

\n

quorum, may unanimously appoint another member of the Board of Directors to
\nact at the meeting in place of any such absent or disqualified
\nmember.<\/em><\/strong> The Board of Directors may designate one or
\nmore Directors as alternate members of any committee, who may replace any absent
\nor disqualified member at any meeting of the committee. The term of office of
\nthe members of each committee shall be as fixed from time to time by the Board;
\nprovided<\/u>, however<\/u>, that any committee member who ceases to be a
\nmember of the Board shall automatically cease to be a committee member.<\/p>\n<\/p>\n

31. Quorum, Manner of Acting<\/u><\/strong><\/p>\n<\/p>\n

At any meeting of a committee, the presence of one-third, but not less than
\ntwo, of its members then in office (or, in the case of a committee consisting of
\none director, its sole member) shall constitute a quorum for the transaction of
\nbusiness; and the act of a majority of the members present at a meeting at which
\na quorum is present shall be the act of the committee; provided<\/u>,
\nhowever<\/u>, that in the event that any member or members of the committee is
\nor are in any way interested in or connected with any other party to a contract
\nor transaction being approved at such meeting, or are themselves parties to such
\ncontract or transaction, the act of a majority of the members present who are
\nnot so interested or connected, or are not such parties, shall be the act of the
\ncommittee. Each committee may provide for the holding of regular meetings, make
\nprovision for the calling of special meetings and, except as otherwise provided
\nin these Bylaws or by resolution of the Board of Directors, make rules for the
\nconduct of its business.<\/p>\n<\/p>\n

32. Minutes<\/u><\/strong><\/p>\n<\/p>\n

The committees shall keep minutes of their proceedings and report the same to
\nthe Board of Directors when required; but failure to keep such minutes shall not
\naffect the validity of any acts of the committee or committees.<\/p>\n<\/p>\n

Lead Director<\/u><\/strong><\/p>\n

\n

33. Lead Director<\/u><\/strong><\/p>\n<\/p>\n

The Board of Directors shall include a Lead Director. The Lead Director shall
\npreside at all meetings of the Board at which the Chairman is not present, shall
\npreside over the executive sessions of the Independent Directors, shall serve as
\na liaison between the Chairman of the Board and the Board of Directors and shall
\nexercise and perform such other powers and duties as may be assigned to the Lead
\nDirector by these Bylaws and the Board of Directors. The Lead Director shall be
\nan Independent Director and shall be elected by a majority of the Independent
\nDirectors.<\/p>\n<\/p>\n

18<\/p>\n

\n

Officers<\/u><\/strong><\/p>\n

\n

34. Designation<\/u><\/strong><\/p>\n<\/p>\n

The officers of the Company shall be a Chairman of the Board, a Chief
\nExecutive Officer, a President, a Chief Financial Officer, one or more Vice
\nPresidents, a Secretary, a Treasurer and a Controller. The Board of Directors
\nmay also elect additional officers, including without limitation one or more
\nVice Chairmen of the Board, one or more Vice Chairmen of the Company, one or
\nmore Executive Vice Presidents, Senior Vice Presidents, Group Vice Presidents,
\nDeputy and Assistant Secretaries, Deputy and Assistant Treasurers, Deputy and
\nAssistant Controllers and such other officers as it shall deem necessary. Any
\nnumber of offices may be held by the same person. The Chairman of the Board of
\nDirectors shall be chosen from among the Directors.<\/p>\n<\/p>\n

35. Election and Term<\/u><\/strong><\/p>\n<\/p>\n

At least annually, the Board of Directors of the Company shall elect the
\nofficers of the Company and at any time thereafter the Board may elect
\nadditional officers of the Company and each such officer shall hold office until
\nthe officer153s successor is elected and qualified or until the officer153s earlier
\ndeath, resignation, termination of employment or removal.<\/p>\n<\/p>\n

36. Removal<\/u><\/strong><\/p>\n<\/p>\n

Any officer shall be subject to removal or suspension at any time, for or
\nwithout cause, by the affirmative vote of a majority of the whole Board of
\nDirectors.<\/p>\n<\/p>\n

37. Resignations<\/u><\/strong><\/p>\n<\/p>\n

Any officer may resign at any time by giving written notice to the Chairman
\nof the Board, the President or to the Secretary. Such resignation shall take
\neffect upon receipt thereof or at any later time specified therein; and, unless
\notherwise specified therein, the acceptance of such resignation shall not be
\nnecessary to make it effective.<\/p>\n<\/p>\n

38. Vacancies<\/u><\/strong><\/p>\n<\/p>\n

A vacancy in any office because of death, resignation, removal or any other
\ncause may be filled for the unexpired portion of the term by the Board of
\nDirectors.<\/p>\n<\/p>\n

39. Chairman of the Board<\/u><\/strong><\/p>\n<\/p>\n

The Chairman of the Board shall preside at all meetings of the shareowners
\nand of the Board of Directors, except as may be otherwise required under the law
\nof Delaware. The Chairman of the Board shall also preside at all meetings of the
\nBoard of Directors except, if the Chairman is an employee of the Company, at
\nmeetings of the non-management Directors in executive session. The Chairman,
\nalone or with the President, one or more of the Vice Chairmen of the Board,
\nand\/or the Secretary shall sign and send out reports and other messages which
\nare to be sent to shareowners from time to time. The Chairman shall also<\/p>\n<\/p>\n

19<\/p>\n

\n

perform such other duties as may be assigned to the Chairman by these Bylaws
\nor the Board of Directors.<\/p>\n<\/p>\n

40. Chief Executive Officer<\/u><\/strong><\/p>\n<\/p>\n

The Chief Executive Officer shall have the general and active management and
\nsupervision of the business of the Company. The Chief Executive Officer shall
\nsee that all orders and resolutions of the Board of Directors are carried into
\neffect. The Chief Executive Officer shall also perform such other duties as may
\nbe assigned to the Chief Executive Officer by these Bylaws or the Board of
\nDirectors. The Chief Executive Officer shall designate who shall perform the
\nduties of the Chief Executive Officer in the Chief Executive Officer153s absence.\n<\/p>\n<\/p>\n

41. President<\/u><\/strong><\/p>\n<\/p>\n

The President, if a member of the Board of Directors, shall, in the absence
\nof the Chairman of the Board, preside at all meetings of the shareowners and of
\nthe Board of Directors, except at meetings of the non-management Directors in
\nexecutive session. The President shall perform such other duties as may be
\nassigned to the President by these Bylaws, the Board of Directors or the Chief
\nExecutive Officer.<\/p>\n<\/p>\n

42. Vice Chairmen of the Board; Vice Chairmen<\/u><\/strong><\/p>\n<\/p>\n

The Vice Chairmen of the Board shall, in the absence of the Chairman of the
\nBoard and the President, and in such order as may be designated by the Chairman
\nof the Board, preside at all meetings of the shareowners. The Vice Chairmen of
\nthe Board shall, in the absence of the Chairman of the Board, the Lead Director,
\nand the President, and in such order as may be designated by the Chairman of the
\nBoard, preside at all meetings of the Board of Directors, except at meetings of
\nthe non-management Directors in executive session. Notwithstanding the
\nforegoing, no Vice Chairman of the Board who is not a member of the Board of
\nDirectors may preside at any meeting of shareowners or Directors. The Vice
\nChairmen of the Board and the Vice Chairmen shall perform such other duties as
\nmay be assigned to them by these Bylaws, the Board of Directors or the Chief
\nExecutive Officer.<\/p>\n<\/p>\n

43. Chief Financial Officer<\/u><\/strong><\/p>\n<\/p>\n

The Chief Financial Officer shall act in an executive financial capacity. The
\nChief Financial Officer shall assist the Chairman of the Board and the President
\nin the general supervision of the Company153s financial policies and affairs.<\/p>\n<\/p>\n

44. Executive, Senior, Group and other Vice
\nPresidents<\/u><\/strong><\/p>\n<\/p>\n

Each Executive Vice President, Senior Vice President, Group Vice President
\nand each other Vice President shall perform the duties and functions and
\nexercise the powers assigned to such officer by the Board of Directors or the
\nChief Executive Officer.<\/p>\n<\/p>\n

20<\/p>\n

\n

45. Secretary<\/u><\/strong><\/p>\n<\/p>\n

The Secretary shall attend all meetings of the Board of Directors and of the
\nshareowners and record all votes and the minutes of all proceedings in paper
\nform if the minutes are maintained in paper form or electronic form if the
\nminutes are maintained in electronic form. The Secretary shall give, or cause to
\nbe given, notice of all meetings of the shareowners and special meetings of the
\nBoard of Directors and, when appropriate, shall cause the corporate seal to be
\naffixed to any instruments executed on behalf of the Company. The Secretary
\nshall also perform all duties incident to the office of Secretary and such other
\nduties as may be assigned to the Secretary by these Bylaws, the Board of
\nDirectors, the Chairman of the Board or the Chief Executive Officer.<\/p>\n<\/p>\n

46. Assistant Secretaries<\/u><\/strong><\/p>\n<\/p>\n

The Assistant Secretaries shall, when the Secretary is absent or unavailable,
\nperform the duties and functions and exercise the powers of the Secretary. Each
\nAssistant Secretary shall perform such other duties as may be assigned to such
\nAssistant Secretary by the Board of Directors, the Chairman of the Board, the
\nChief Executive Officer or the Secretary.<\/p>\n<\/p>\n

47. Treasurer<\/u><\/strong><\/p>\n<\/p>\n

The Treasurer shall have the custody of the funds and securities of the
\nCompany and shall deposit them in the name and to the credit of the Company in
\nsuch depositories as may be designated by the Board of Directors or by any
\nofficer or officers authorized by the Board of Directors to designate such
\ndepositories; disburse funds of the Company when properly authorized by vouchers
\nprepared and approved by the Controller; and invest funds of the Company when
\nauthorized by the Board of Directors or a committee thereof. The Treasurer shall
\nrender to the Board of Directors, the Chief Executive Officer, or the Chief
\nFinancial Officer, whenever requested, an account of all transactions as
\nTreasurer and shall also perform all duties incident to the office of Treasurer
\nand such other duties as may be assigned to the Treasurer by these Bylaws, the
\nBoard of Directors, the Chief Executive Officer, or the Chief Financial Officer.\n<\/p>\n<\/p>\n

48. Assistant Treasurers<\/u><\/strong><\/p>\n<\/p>\n

The Assistant Treasurers shall, when the Treasurer is absent or unavailable,
\nperform the duties and functions and exercise the powers of the Treasurer. Each
\nAssistant Treasurer shall perform such other duties as may be assigned to the
\nAssistant Treasurer by the Board of Directors, the Chief Executive Officer, the
\nChief Financial Officer or the Treasurer.<\/p>\n<\/p>\n

49. Controller<\/u><\/strong><\/p>\n<\/p>\n

The Controller shall serve as the principal accounting officer of the Company
\nand shall keep full and accurate account of receipts and disbursements in books
\nof the Company and render to the Board of Directors, the Chief Executive
\nOfficer, or the Chief Financial Officer, whenever requested, an account of all
\ntransactions as Controller and of the financial condition of the Company. The
\nController shall also perform all duties incident to the office of Controller\n<\/p>\n<\/p>\n

21<\/p>\n

\n

and such other duties as may be assigned to the Controller by these Bylaws,
\nthe Board of Directors, the Chief Executive Officer, or the Chief Financial
\nOfficer.<\/p>\n<\/p>\n

50. Assistant Controllers<\/u><\/strong><\/p>\n<\/p>\n

The Assistant Controllers shall, when the Controller is absent or
\nunavailable, perform the duties and functions and exercise the powers of the
\nController. Each Assistant Controller shall perform such other duties as may be
\nassigned to such officer by the Board of Directors, the Chief Executive Officer,
\nthe Chief Financial Officer or the Controller.<\/p>\n<\/p>\n

51. Other Officers<\/u><\/strong><\/p>\n<\/p>\n

The Board of Directors may appoint such other officers as it shall deem
\nnecessary, who shall hold their offices for such terms and shall exercise such
\npowers and perform such duties as shall be determined from time to time by the
\nBoard.<\/p>\n<\/p>\n

Company Checks, Drafts and Proxies<\/u><\/strong><\/p>\n

\n

52. Checks, Drafts<\/u><\/strong><\/p>\n<\/p>\n

All checks, drafts or other orders for the payment of money by the Company
\nshall be signed by such person or persons as from time to time may be designated
\nby the Board of Directors or by any officer or officers authorized by the Board
\nof Directors to designate such signers; and the Board of Directors or such
\nofficer or officers may determine that the signature of any such authorized
\nsigner may be facsimile.<\/p>\n<\/p>\n

53. Interests in Other Companies or Entities<\/u><\/strong><\/p>\n<\/p>\n

Except as otherwise provided by resolution of the Board of Directors, any
\nofficer of the Company shall have full power and authority, on behalf of the
\nCompany, to vote, represent and exercise any and all rights of the Company
\nincident to its ownership of shares or other interests, or its membership, in
\nany other company or entity of any type, foreign or domestic (including without
\nlimitation corporations, limited liability companies and partnerships),
\nincluding without limitation the authority to vote at any meeting of
\nshareholders, members or partners of such other company or entity, to execute
\nand deliver proxies, to consent in writing to action without a meeting, and to
\nexercise any and all rights of a shareholder, member or manager. Absent other
\nauthority, this Bylaw in and of itself is not intended to authorize officers of
\nthe Company to authorize the sale or other disposition, or purchase or other
\nacquisition, of any of the Company153s shares or other interests in any other
\ncompany or entity.<\/p>\n<\/p>\n

Capital Stock<\/u><\/strong><\/p>\n

\n

54. Stock Certificates and Transfers<\/u><\/strong><\/p>\n<\/p>\n

The interest of each shareowner of the Company shall be evidenced by
\ncertificates or by registration in book-entry accounts without certificates for
\nshares of stock in such form as the appropriate officers of the Company may from
\ntime to time prescribe. The<\/p>\n<\/p>\n

22<\/p>\n

\n

shares of the stock of the Company shall be transferred on the books of the
\nCompany by the holder thereof in person or by his attorney, upon surrender for
\ncancellation of certificates for the same number of shares, with an assignment
\nand power of transfer endorsed thereon or attached thereto, duly executed, with
\nsuch proof of the authenticity of the transfer and payment of any applicable
\ntransfer taxes as the Company or its agents may reasonably require or by
\nappropriate book-entry procedures.<\/p>\n<\/p>\n

Certificates of stock shall be signed by, or in the name of the Company by,
\nthe Chairman of the Board, the President, any Vice Chairman of the Board, any
\nExecutive Vice President, any Senior Vice President, any Group Vice President or
\nany other Vice President, and by the Treasurer or any Assistant Treasurer, or
\nthe Secretary or any Assistant Secretary, of the Company, certifying the number
\nof shares owned by such holder in the Company. Any of or all the signatures on
\nthe certificate may be a facsimile. In case any officer, transfer agent or
\nregistrar who has signed or whose facsimile signature has been placed upon a
\ncertificate shall have ceased to be such officer, transfer agent or registrar
\nbefore such certificate is issued, it may be issued by the Company with the same
\neffect as if such person were such officer, transfer agent or registrar at the
\ndate of issue.<\/p>\n<\/p>\n

55. Record Ownership<\/u><\/strong><\/p>\n<\/p>\n

The Company shall be entitled to treat the person in whose name any share,
\nright or option is registered as the owner thereof, for all purposes, and shall
\nnot be bound to recognize any equitable or other claim to or interest in such
\nshare, right or option on the part of any other person, whether or not the
\nCompany shall have notice thereof, except as otherwise provided by the law of
\nDelaware.<\/p>\n<\/p>\n

56. Record Dates<\/u><\/strong><\/p>\n<\/p>\n

(a) In order that the Company may determine the shareowners entitled to
\nnotice of any meeting of shareowners or any adjournment thereof, the Board of
\nDirectors may fix a record date, which record date shall not precede the date
\nupon which the resolution fixing the record date is adopted by the Board of
\nDirectors, and which record date shall, unless otherwise required by law, not be
\nmore than sixty (60) nor less than ten (10) days before the date of such
\nmeeting. If the Board of Directors so fixes a date, such date shall also be the
\nrecord date for determining the shareowners entitled to vote at such meeting
\nunless the Board of Directors determines, at the time it fixes such record date,
\nthat a later date on or before the date of the meeting shall be the date for
\nmaking such determination. If no record date is fixed by the Board of Directors,
\nthe record date for determining shareowners entitled to notice of or to vote at
\na meeting of shareowners shall be at the close of business on the day next
\npreceding the day on which notice is given, or, if notice is waived, at the
\nclose of business on the day next preceding the day on which the meeting is
\nheld. A determination of shareowners of record entitled to notice of or to vote
\nat a meeting of shareowners shall apply to any adjournment of the meeting;
\nprovided, however, that the Board of Directors may fix a new record date for
\ndetermination of shareowners entitled to vote at the adjourned meeting, and in
\nsuch case shall also fix as the record date for shareowners entitled to notice
\nof such adjourned meeting the<\/p>\n<\/p>\n

23<\/p>\n

\n

same or an earlier date as that fixed for determination of shareowners
\nentitled to vote in accordance herewith at the adjourned meeting.<\/p>\n<\/p>\n<\/p>\n

(b) In order that the Company may determine the shareowners entitled to
\nreceive payment of any dividend or other distribution or allotment of any
\nrights, or entitled to exercise any rights in respect of any change, conversion
\nor exchange of stock or for the purpose of any other lawful action, the Board of
\nDirectors may fix a record date, which shall not be more than sixty (60) days
\nprior to such other action. If no such record date is fixed, the record date for
\ndetermining shareowners for any such purpose shall be at the close of business
\non the day on which the Board of Directors adopts the resolution relating
\nthereto.<\/p>\n<\/p>\n

57. Lost, Stolen or Destroyed Certificates<\/u><\/strong><\/p>\n<\/p>\n

The Board of Directors may authorize a new certificate or certificates to be
\nissued in place of any certificate or certificates theretofore issued by the
\nCompany alleged to have been lost, stolen or destroyed, upon the making of an
\naffidavit of the fact by the person claiming the certificate of stock to be
\nlost, stolen or destroyed. When authorizing such issue of a new certificate or
\ncertificates, the Board of Directors may, in its discretion and as a condition
\nprecedent to the issuance thereof, require the owner of such lost, stolen or
\ndestroyed certificate or certificates, or the owner153s legal representative, to
\ngive the Company a bond sufficient to indemnify it against any claim that may be
\nmade against the Company on account of the alleged loss, theft or destruction of
\nsuch certificate or the issuance of such new certificate.<\/p>\n<\/p>\n

58. Terms of Preferred Stock<\/u><\/strong><\/p>\n<\/p>\n

The provisions of these Bylaws, including those pertaining to voting rights,
\nelection of Directors and calling of special meetings of shareowners, are
\nsubject to the terms, preferences, rights and privileges of any then outstanding
\nclass or series of Preferred Stock as set forth in the Certificate of
\nIncorporation and in any resolutions of the Board of Directors providing for the
\nissuance of such class or series of Preferred Stock; provided<\/u>,
\nhowever<\/u>, that the provisions of any such Preferred Stock shall not affect
\nor limit the authority of the Board of Directors to fix, from time to time, the
\nnumber of Directors which shall constitute the whole Board as provided in
\nSection 16 above, subject to the right of the holders of any class or series of
\nPreferred Stock to elect additional Directors as and to the extent specifically
\nprovided by the provisions of such Preferred Stock.<\/p>\n<\/p>\n

Indemnification<\/u><\/strong><\/p>\n

\n

59. Indemnification<\/u><\/strong><\/p>\n<\/p>\n

(a) The Company shall indemnify and hold harmless, to the fullest extent
\npermitted by applicable law as it presently exists or may hereafter be amended,
\nany person who was or is made or is threatened to be made a party or is
\notherwise involved in any claim, action, suit, or proceeding, whether civil,
\ncriminal, administrative or investigative (a “proceeding”) by reason of the fact
\nthat the person, or a person for whom he or she is the legal<\/p>\n<\/p>\n

24<\/p>\n

\n

representative, is or was a Director or officer of the Company or is or was
\nserving at the request of the Company as a director, officer or fiduciary of
\nanother corporation or of a partnership, joint venture, trust, non-profit
\nentity, or other enterprise, including service with respect to employee benefit
\nplans, against all expense, liability and loss (including attorneys153 fees,
\njudgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
\nin settlement) reasonably incurred or suffered by such person. The right to
\nindemnification conferred in this Bylaw shall be a contract right. Except as
\nprovided in paragraph (c) of this Bylaw with respect to proceedings seeking to
\nenforce rights to indemnification, the Company shall indemnify a person in
\nconnection with a proceeding initiated by such person or a claim made by such
\nperson against the Company only if such proceeding or claim was authorized in
\nthe specific case by the Board of Directors of the Company.<\/p>\n<\/p>\n

(b) Subject to applicable law, the Company shall pay the expenses incurred in
\ndefending any proceeding in advance of its final disposition, provided<\/u>,
\nhowever<\/u>, that if and to the extent required by law the payment of
\nexpenses incurred by any person covered hereunder in advance of the final
\ndisposition of the proceeding shall be made only upon receipt of an undertaking
\nby or on behalf of the affected person to repay all amounts advanced if it
\nshould ultimately be determined that such person is not entitled to be
\nindemnified under this Bylaw or otherwise.<\/p>\n<\/p>\n

(c) If a claim for indemnification (following the final disposition of such
\nproceeding) or advancement of expenses under this Bylaw is not paid in full
\nwithin thirty days, or such other period as might be provided pursuant to
\ncontract, after a written claim therefor has been received by the Company, the
\nclaimant may file suit to recover the unpaid amount of such claim or may seek
\nwhatever other remedy might be provided pursuant to contract. In any such action
\nthe Company shall have the burden of proving that the claimant was not entitled
\nto the requested indemnification or advancement of expenses under applicable
\nlaw. If successful in whole or in part, claimant shall be entitled to be paid
\nthe expense of prosecuting such claim to the fullest extent permitted by law.
\nNeither the failure of the Company (including its Directors, independent legal
\ncounsel or shareowners) to have made a determination prior to the commencement
\nof such action that indemnification of the claimant is proper in the
\ncircumstances because the claimant has met the applicable standard of conduct
\nset forth in the General Corporation Law of Delaware, nor an actual
\ndetermination by the Company (including its Directors, independent legal counsel
\nor shareowners) that the claimant has not met such applicable standard of
\nconduct, shall be a defense to the action or create a presumption that the
\nclaimant has not met the applicable standard of conduct.<\/p>\n<\/p>\n

(d) Any determination regarding whether indemnification of any person is
\nproper in the circumstances because such person has met the applicable standard
\nof conduct set forth in the General Corporation Law of Delaware shall be made in
\naccordance with the applicable provisions of Section 145 of the General
\nCorporation Law of Delaware..<\/p>\n<\/p>\n

(e) The Company may, but shall not be required to, indemnify and hold
\nharmless, to the fullest extent permitted by applicable law as it presently
\nexists or may hereafter be amended, any person who was or is made or is
\nthreatened to be made a party or<\/p>\n<\/p>\n

25<\/p>\n

\n

is otherwise involved in any claim, action, suit, or proceeding, whether
\ncivil, criminal, administrative or investigative (a “proceeding”) by reason of
\nthe fact that the person, or a person for whom he or she is the legal
\nrepresentative, is or was an employee or agent of the Company or is or was
\nserving at the request of the Company as an employee or agent of another
\ncorporation or of a partnership, joint venture, trust, non-profit entity, or
\nother enterprise, including service with respect to employee benefit plans,
\nagainst all expense, liability and loss (including attorneys153 fees, judgments,
\nfines, ERISA excise taxes or penalties and amounts paid or to be paid in
\nsettlement) reasonably incurred or suffered by such person.<\/p>\n<\/p>\n

(f) The rights conferred on any person by this Bylaw shall not be exclusive
\nof any other rights which such person may have or hereafter acquire under any
\nstatute, provision of the Certificate of Incorporation, these Bylaws, agreement,
\nvote of shareowners or disinterested Directors or otherwise.<\/p>\n<\/p>\n

(g) Any repeal or modification of the foregoing provisions of this Bylaw
\nshall not adversely affect any right or protection hereunder of any person with
\nrespect to any act or omission occurring prior to or at the time of such repeal
\nor modification for which indemnification or advancement of expenses is sought.\n<\/p>\n<\/p>\n

(h) The Company’s obligation, if any, to indemnify or to advance expenses to
\nany person who was or is serving at its request as a director, officer, employee
\nor agent of another corporation, partnership, joint venture, trust, enterprise
\nor nonprofit entity shall be reduced by any amount such person may collect as
\nindemnification or advancement of expenses from such other corporation,
\npartnership, joint venture, trust, enterprise or non-profit enterprise.<\/p>\n<\/p>\n<\/p>\n

Miscellaneous<\/u><\/strong><\/p>\n

\n

60. Corporate Seal<\/u><\/strong><\/p>\n<\/p>\n

The seal of the Company shall be circular in form, containing the words
\n“Monsanto Company” and the word “Delaware” on the circumference surrounding the
\nword “Seal.” Said seal may be used by causing it or a facsimile thereof to be
\nimpressed or affixed or in any other manner reproduced.<\/p>\n<\/p>\n

61. Fiscal Year<\/u><\/strong><\/p>\n<\/p>\n

The fiscal year of the Company shall end on the last day of August in each
\nyear.<\/p>\n<\/p>\n

62. Auditors<\/u><\/strong><\/p>\n<\/p>\n

The Audit and Finance Committee of the Board of Directors, or any successor
\naudit committee, shall select certified public accountants to audit the books of
\naccount and other appropriate corporate records of the Company annually and at
\nsuch other times as the Board shall determine by resolution.<\/p>\n<\/p>\n

26<\/p>\n

\n

63. Waiver of Notice<\/u><\/strong><\/p>\n<\/p>\n

Whenever notice is required to be given pursuant to the law of Delaware, the
\nCertificate of Incorporation or these Bylaws, a written waiver thereof, signed
\nby the person entitled to notice, or a waiver by electronic transmission by the
\nperson entitled to notice, whether before or after the time stated therein,
\nshall be deemed equivalent to notice. Attendance of a person at a meeting of
\nshareowners or the Board of Directors or a committee thereof shall constitute a
\nwaiver of notice of such meeting, except when the shareowner or Director attends
\nsuch meeting for the express purpose of objecting, at the beginning of the
\nmeeting, to the transaction of any business because the meeting is not lawfully
\ncalled or convened. Neither the business to be transacted at, nor the purpose
\nof, any regular or special meeting of the shareowners or the Board of Directors
\nor committee thereof need be specified in any written waiver of notice or any
\nwaiver by electronic transmission unless so required by the Certificate of
\nIncorporation or by these Bylaws.<\/p>\n<\/p>\n

64.<\/strong> Construction; Definitions<\/u><\/strong><\/p>\n<\/p>\n

Unless the context requires otherwise, the general provisions, rules of
\nconstruction, and definitions in the General Corporation Law of Delaware shall
\ngovern the construction of these Bylaws. Without limiting the generality of this
\nprovision, the singular number includes the plural, the plural number includes
\nthe singular, the term “person” includes a natural person, a corporation or any
\nother entity of any type, and the masculine gender includes the feminine gender
\nand vice versa.<\/p>\n<\/p>\n

65.<\/strong> Provisions Additional to Provisions of
\nLaw<\/u><\/strong><\/p>\n<\/p>\n

All restrictions, limitations, requirements and other provisions of these
\nBylaws shall be construed, insofar as possible, as supplemental and additional
\nto all provisions of law applicable to the subject matter thereof and shall be
\nfully complied with in addition to the said provisions of law unless such
\ncompliance shall be illegal.<\/p>\n<\/p>\n

66.<\/strong> Provisions Contrary to Provisions of
\nLaw<\/u><\/strong><\/p>\n<\/p>\n

Any article, section, subsection, subdivision, sentence, clause or phrase of
\nthese Bylaws which upon being construed in the manner provided in Section 64
\nhereof, shall be contrary to or inconsistent with any applicable provisions of
\nlaw, shall not apply so long as said provisions of law shall remain in effect,
\nbut such result shall not affect the validity or applicability of any other
\nportions of these Bylaws, it being hereby declared that these Bylaws would have
\nbeen adopted and each article, section, subsection, subdivision, sentence,
\nclause or phrase thereof, irrespective of the fact that any one or more
\narticles, sections, subsections, subdivisions, sentences, clauses or phrases is
\nor are illegal.<\/p>\n<\/p>\n

27<\/p>\n

\n

Amendment to Bylaws<\/u><\/strong><\/p>\n

\n

67. Amendments<\/u><\/strong><\/p>\n<\/p>\n

Notwithstanding any provision of law which might otherwise permit a lesser
\nvote or no vote, but in addition to any affirmative vote of the holders of any
\nseries of Preferred Stock of the Company required by law, the Certificate of
\nIncorporation or any Preferred Stock designation, the affirmative vote of the
\nholders of at least 70 percent of the voting power of all of the
\nthen-outstanding shares of the Company153s voting stock, voting together as a
\nsingle class, shall be required for the shareowners to amend or repeal the
\nBylaws or to adopt new Bylaws. The Bylaws may also be amended or repealed, and
\nnew Bylaws may be adopted, by the affirmative vote of a majority of the whole
\nBoard of Directors at any regular or special meeting of the Board of Directors.\n<\/p>\n<\/p>\n

28<\/p>\n

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