DIRECTORS

Section 1.  Powers.  The business of the corporation shall be managed by or under the direction of its Board.  The Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

DIRECTORS

Section 1.  Powers.  The business of the corporation shall be managed by or under the direction of its Board.  The Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

DIRECTORS

Section 1.  Powers.  The business of the corporation shall be managed by or under the direction of its Board.  The Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 2.  Number; Election; Term of Office.  The Board shall consist of a minimum of three directors and a maximum of 15 directors.  The number of directors shall be established by resolution of the Board.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until a successor is duly elected and qualified or his or her earlier resignation or removal.

Section 3.  Filling of Vacancies.  Vacancies and newly created directorships may be filled by a majority of the directors then in office, though less than a quorum.  Each director so chosen shall hold office until a successor is duly elected and qualified or his or her earlier resignation or removal.  If there are no directors in office, then an election of directors may be held in the manner provided by the General Corporation Law of the State of Delaware.  No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

Section 4.  Resignation.  Any director may resign at any time upon written notice to the corporation.  Such written resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

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

Section 6.  Annual Meetings.  The annual meeting of each newly elected Board shall be held without notice immediately after the annual meeting of stockholders, within or without the State of Delaware.

Section 7.  Regular Meetings.  Regular meetings, other than the annual meeting, of the Board may be held within or without the State of Delaware at such time and at such place as shall be determined by resolution of the Board.

Section 8.  Special Meetings.  Special meetings of the Board shall be called by the Secretary or an Assistant Secretary on the request of the Chairman of the Board or on the request in writing of one-third of the whole Board, stating the purpose or purposes of such meeting.

Section 9.  Notice of Meetings.  Notices of Board meetings may be made in writing, by electronic transmission, by telephone or in person.  If a Board meeting notice is made in writing, it shall be addressed to each director at his or her usual place of business, residence or such other location at which he or she is known to be.  Any such notice in writing shall be sent not later than three days before such meeting.  If a Board meeting notice is made by electronic transmission, by telephone or in person, it shall be sent or given not later than three hours before the meeting.  If a Board meeting notice is sent by electronic transmission, it shall be sent to each director at such destination and by such means as such director shall have previously consented to.  Notice of any Board meeting need not be given to any director who shall sign a written waiver thereof either before or after the meeting or who shall be present at the meeting and participate in the business transacted.  Any and all business transacted at any Board meeting shall be fully effective without any notice thereof having been given if all the members shall be present.  Unless limited by law, the certificate of incorporation, the bylaws, or by the terms of the notice thereof, any and all business may be transacted at any meeting without the notice thereof having so specially enumerated the matters to be acted upon.

Section 10.  Organization.  The Chairman of the Board shall preside at all Board meetings at which he or she is present.  If the Chairman of the Board shall be absent from any Board meeting, the duties otherwise provided in this Section 10 to be performed by the Chairman of the Board at such meeting shall be performed at such meeting by one of the directors chosen by the members of the Board present at such meeting.  The Secretary of the corporation shall act as the secretary at all Board meetings and, in the Secretary’s absence, the chairman of the meeting shall appoint a temporary secretary.

Section 11.  Quorum; Voting; Adjournment.  Except as otherwise required by law, by the certificate of incorporation or by these bylaws, at all Board meetings, a majority of the whole Board shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act

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of the Board.  If a quorum shall not be present at any Board meeting, the directors who are present may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present.

Section 12.  Action By Unanimous Written Consent.  Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any Board meeting or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 13.  Participation in Meetings by Conference Telephone or Other Communications Equipment.  Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or any committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

Section 14.  Committees of Directors.  By resolution passed by a majority of the whole Board, the Board may designate one or more committees.  Each committee shall consist of two or more of the directors of the corporation.  To the extent provided in the resolution, each committee shall have and may exercise the powers of the Board in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it.  Each committee shall have such name as may be determined by resolution adopted by the Board.

Section 15.  Committee Members.  Each member of any such committee shall hold office until such member’s successor is elected and has qualified, unless such member sooner dies, resigns, or is removed.  Subject to these bylaws, the number of directors which shall constitute any committee shall be determined by the whole Board.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any committee meeting.

Section 16.  Committee Secretary.  The Board may elect a secretary of any such committee.  If the Board does not elect such a secretary, the committee shall do so.  The secretary of any committee need not be a member of the committee, but shall be selected from a member of the staff of the office of the Secretary of the corporation, unless otherwise provided by the Board.

Section 17.  Minutes of Committee Meetings.  The secretary of each committee shall keep regular minutes of the committee meetings and shall provide copies of the minutes to the Secretary of the corporation, unless otherwise provided by the Board.

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Section 18.  Committee Meetings.  Meetings of committees of the Board may be held at any place, within or without the State of Delaware, as shall be designated by the Board or the committee.  Regular meetings of any committee shall be held at such times as may be determined by resolution of the Board or the committee and no notice shall be required for any regular meeting.  A special meeting of any committee shall be called by resolution of the Board or by the Secretary or an Assistant Secretary upon the request of any member of the committee.  Notices of special meetings may be made in writing, by electronic transmission, by telephone or in person.  If such meeting notice is made in writing, it shall be addressed to each member at his or her usual place of business, residence or such other location at which he or she is known to be.  Any such notice in writing shall be sent not later than two days before such meeting.  If a meeting notice is made by electronic transmission, by telephone or in person, it shall be sent or given not later than three hours before the meeting.  If a committee meeting notice is sent by electronic transmission, it shall be sent to each member at such destination and by such means as such member shall have previously consented to.  Notice of any such meeting need not be given to any member who shall sign a written waiver thereof, either before or after the meeting, or who shall be present at the meeting and participate in the business transacted.  Any and all business transacted at any meeting of any committee shall be fully effective without any notice thereof having been given if all the members of the committee shall be present.  Unless limited by law, the certificate of incorporation, these bylaws, or by the terms of the notice thereof, any and all business may be transacted at any special meeting without the notice thereof having so specifically enumerated the matters to be acted upon.

Section 19.  Executive Committee.  The Executive Committee shall consist of a director, who shall serve as chairman of the Executive Committee, and not less than two other directors, a majority of whom shall not be officers employees of the corporation, as shall be prescribed by the Board.  Unless otherwise provided by resolution of the Board, between Board meetings the Executive Committee shall have all the powers of the Board and may perform all of the Board’s duties.  However, the Executive Committee shall have no authority as to the following matters:  (i) submission to stockholders of any action that requires stockholders’ authorization under the General Corporation Law of the State of Delaware; (ii) compensation of directors; (iii) amendment or repeal of these bylaws or the adoption of new bylaws; (iv) amendment or repeal of any resolution of the Board that by its terms may not be so amended or repealed; (v) action in respect of dividends to stockholders; (vi) election of officers, directors or members of committees of the Board.  Any action taken by the Executive Committee shall be subject to revision or alteration by the Board, provided that rights or acts of third parties vested or taken in reliance on such action prior to their written notice of any such revision or alteration shall not be adversely affected by such revision or alteration.

Section 20.  Audit Committee.  The size of the Audit Committee shall be set by the Board, but will always consist of at least three directors.  The members of the Audit Committee shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee in accordance with the independence and experience

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requirements of the New York Stock Exchange.  The powers, responsibilities and functions of the Audit Committee shall be as set forth in the Audit Committee charter, which shall be adopted and approved by the Board.  The Audit Committee shall review and reassess the adequacy of its charter on an annual basis and recommend any proposed changes to the Board for its adoption and approval.

Section 21.  Compensation and Succession Committee.  The size of the Compensation and Succession Committee shall be set by the Board, but will always consist of at least two directors.  The members of the Compensation and Succession Committee shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee and shall be limited to directors who are not employees of the corporation or any of its subsidiaries.  The powers, responsibilities and functions of the Compensation and Succession Committee shall be as set forth in the Compensation and Succession Committee charter, which shall be adopted and approved by the Board.

Section 22.  Nominating and Governance Committee.  The size of the Nominating and Governance Committee shall be set by the Board, but will always consist of at least two directors.  The members of the Nominating and Governance Committee shall be appointed by the Board upon the recommendation of either the Chairman of the Board or the Nominating and Governance Committee and shall be limited to directors who are not employees of the corporation or any of its subsidiaries.  The powers, responsibilities and functions of the Nominating and Governance Committee shall be as set forth in the Nominating and Governance Committee charter, which shall be adopted and approved by the Board.

Section 23.  Compensation of Directors.  Unless otherwise restricted by the certificate of incorporation, the Board shall have the authority to fix the compensation of directors by written resolution.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.