Exhibit 3.1.8

BYLAWS

CALPINE CORPORATION

(A Delaware Corporation)

Table of Contents

Page

ARTICLE I - OFFICES 1
Section 1. Registered Office 1
Section 2. Other Offices 1

ARTICLE II - CORPORATE SEAL 1
Section 3. Corporate Seal 1

ARTICLE III - MEETINGS OF STOCKHOLDERS AND VOTING RIGHTS 1
Section 4. Place of Meetings 1
Section 5. Annual Meeting 1
Section 6. Postponement of Annual Meeting 2
Section 7. Special Meetings 2
Section 8. Notice of Meetings 2
Section 9. Manner of Giving Notice 2
Section 10. Quorum and Transaction of Business 3
Section 11. Adjournment and Notice of Adjourned Meetings 4
Section 12. Waiver of Notice 5
Section 13. Action by Written Consent Without a Meeting 5
Section 14. Voting 5
Section 15. Persons Entitled to Vote 6
Section 16. Proxies 6
Section 17. Inspectors of Election 6

ARTICLE IV - BOARD OF DIRECTORS 7
Section 18. Powers 7
Section 19. Number of Directors 7
Section 20. Election Of Directors, Term, Qualifications 7
Section 21. Resignations 8
Section 22. Removal 8
Section 23. Vacancies 8
Section 24. Regular Meetings 8
Section 25. Participation by Telephone or Other Communications Equipment 8
Section 26. Special Meetings 8
Section 27. Notice of Meetings 9
Section 28. Place of Meetings 9
Section 29. Action by Consent Without a Meeting 9
Section 30. Quorum and Transaction of Business 9
Section 31. Adjournment 9
Section 32. Organization 10
Section 33. Compensation 10
Section 34. Committees 10

ARTICLE V - OFFICERS 11
Section 35. Officers 11
Section 36. Appointment 11

Section 37. Inability to Act 11
Section 38. Resignation 11
Section 39. Removal 11
Section 40. Vacancies 11
Section 41. Chairman of the Board 11
Section 42. President 12
Section 43. Vice Presidents 12
Section 44. Secretary and Assistant Secretary 12
Section 45. Chief Financial Officer 13
Section 46. Compensation 13

ARTICLE VI - CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS AND DRAFTS 14
Section 47. Execution of Contracts and Other Instruments 14
Section 48. Loans 14
Section 49. Bank Accounts 14
Section 50. Checks, Drafts, Etc 14

ARTICLE VII - CERTIFICATES FOR STOCK AND THEIR TRANSFER 15
Section 51. Certificate for Stock 15
Section 52. Transfer on the Books 15
Section 53. Lost, Destroyed and Stolen Certificates 15
Section 54. Issuance, Transfer and Registration of Shares 16

ARTICLE VIII - INSPECTION OF CORPORATE RECORDS 16
Section 55. Inspection by Directors 16
Section 56. Inspection by Stockholders 16
Section 57. Written Form 17

ARTICLE IX - MISCELLANEOUS 17
Section 58. Fiscal Year 17
Section 59. Annual Report 17
Section 60. Record Date 17
Section 61. Bylaw Amendments 18
Section 62. Construction and Definition 18
Section 63. Registered Stockholders 18
Section 64. Dividends 18

ARTICLE X - INDEMNIFICATION 18
Section 65. Indemnification of Directors, Officers, Employees And Other

Agents 18

ARTICLE XI - LOANS OF OFFICERS AND OTHERS 20
Section 66. Certain Corporate Loans and Guaranties 20

BYLAWS

CALPINE CORPORATION
(A Delaware Corporation)

ARTICLE I
OFFICES

SECTION 1. REGISTERED OFFICE. The registered office of the
corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

SECTION 2. OTHER OFFICES. Additional offices of the
corporation shall be located at such place or places, within or outside the
State of Delaware, as the Board of Directors may from time to time authorize or
the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

SECTION 3. CORPORATE SEAL. The Board of Directors may adopt a
corporate seal having inscribed thereon the name of the corporation, the year of
its organization and the words "Corporate Seal, Delaware." If and when a seal is
adopted by the Board of Directors, such seal may be used by causing it or a
facsimile thereof to be engraved, lithographed, printed, stamped, impressed upon
or affixed to any contract, conveyance, certificate for stock or other
instrument executed by the corporation.

ARTICLE III
MEETINGS OF STOCKHOLDERS AND VOTING RIGHTS

SECTION 4. PLACE OF MEETINGS. All meetings of the stockholders
for the election of directors shall be held at such place as may be fixed from
time to time by the Board of Directors, or at such other place either within or
without the State of Delaware as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, or if authorized by
the Board of Directors may be held by means of remote communication in
accordance with applicable law. Meetings of stockholders for any other purpose
shall be held at such time and place, within or without the State of Delaware,
as shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof, or if authorized by the Board of Directors may be held by means
of remote communication in accordance with applicable law.

SECTION 5. ANNUAL MEETING. Annual meetings of stockholders
shall be held at such date and time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting. At such annual
meeting, directors shall be elected and any other business may be transacted
which may properly come before the meeting.

SECTION 6. POSTPONEMENT OF ANNUAL MEETING. The Board of
Directors shall have the authority to postpone to a later date and/or time the
annual meeting of stockholders.

SECTION 7. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, may be called as provided in Article
Sixth of the Certificate of Incorporation.

SECTION 8. NOTICE OF MEETINGS. Written notice of each meeting
of stockholders shall be given to each stockholder entitled to vote at that
meeting (see Section 15 below) by the Secretary not less than 10 days nor more
than 60 days before such meeting.

Notice of any meeting of stockholders shall state the place,
if any, date and hour of the meeting, the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and,

(a) in the case of a special meeting, the general
nature of the business to be transacted;

(b) in the case of an annual meeting, the general
nature of matters which the Board of Directors, at the time the notice is given,
intends to present for action by the stockholders; and

(c) in the case of any meeting at which directors are
to be elected, the names of the nominees intended at the time of the notice to
be presented by management for election.

At a special meeting, notice of which has been given in
accordance with this Section, action may not be taken with respect to business,
the general nature of which has not been stated in such notice. At an annual
meeting, action may be taken with respect to business stated in the notice of
such meeting and any other business as may properly come before the meeting.

SECTION 9. MANNER OF GIVING NOTICE. Notice of any meeting of
stockholders shall be given either personally, by first-class mail, by other
written communication, by facsimile transmission if directed to a number at
which the stockholder has consented to receive notice, or by a form of
electronic transmission consented to by the stockholder to whom notice is given,
in each case addressed to the stockholder at the address of that stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that stockholder by first-class mail or other written communication to
the corporation's principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by other means of written communication, and if
given by facsimile transmission, when directed to a number at which the
stockholder has consented to receive notice, and if given by electronic
transmission as provided in Section 232 of the Delaware General Corporation Law.

An affidavit of executed by the Secretary, Assistant Secretary
or any transfer agent, or other agent of the corporation that notice has been
given in a form permitted by this Section 9 shall be prima facie evidence of the
giving of the notice.

SECTION 10. QUORUM AND TRANSACTION OF BUSINESS.

(a) At any annual meeting of the stockholders, a majority of
the shares entitled to vote, represented in person or by proxy, shall constitute
a quorum. If a quorum is present, the affirmative vote of the majority of shares
represented at the meeting and entitled to vote on any matter shall be the act
of the stockholders, unless the vote of a greater number or voting by classes is
required by law or by the Certificate of Incorporation, and except as provided
in subsection (c) below.

(b) At any meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (1) pursuant to
the corporation's notice of meeting, (2) by or at the direction of the Board of
Directors or (3) by any stockholder of the corporation who is a stockholder of
record at the time of giving of the notice provided for in this Bylaw, who shall
be entitled to vote at such meeting and who complies with the notice procedures
set forth in this Bylaw.

For business to be properly brought before any meeting by a
stockholder pursuant to clause (3) of this Section 10(b), the stockholder must
have given timely notice thereof in writing to the Secretary of the corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the corporation not less than 90 days nor
more than 120 days prior to the date of the meeting; provided, however, that in
the event that less than 105 days' advance notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 15th date following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made, whichever
occurs earlier.

A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the meeting: (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting; (b) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made; (c) the class and number of shares of the
corporation which are owned beneficially and of record by such stockholder of
record and by the beneficial owner, if any, on whose behalf the proposal is
made; and (d) any material interest of such stockholder of record and the
beneficial owner, if any, on whose behalf the proposal is made in such business.

Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in this Section 10(b). The presiding officer of the meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the

procedures prescribed by this Section 10(b), and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 10(b), a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 10(b).

(c) The stockholders present at a duly called or held meeting
of the stockholders at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum; provided that any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

(d) In the absence of a quorum, no business other than
adjournment may be transacted, except as described in subsection (c) above.

(e) If authorized by the Board of Directors, and subject to
such guidelines and procedures as the Board of Directors may adopt, stockholders
and proxyholders not physically present at a meeting of stockholders, by means
of remote communications:

(1) may participate in a meeting of stockholders; and

(2) shall be deemed present in person and may vote at
a meeting of stockholders;

provided that (i) reasonable procedures have been implemented to verify that
each person deemed present and permitted to vote at the meeting by means of
remote communications is a stockholder or proxyholder, (ii) reasonable
procedures are implemented to provide stockholders and proxyholders
participating in the meeting by means of remote communications with a reasonable
opportunity to participate in the meeting and to vote on matters submitted to
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with the proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communications, a record of such vote or other action shall be
maintained by the corporation.

SECTION 11. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any
meeting of stockholders may be adjourned from time to time, whether or not a
quorum is present, by the affirmative vote of a majority of shares represented
at such meeting, either in person or by proxy, and entitled to vote at such
meeting.

In the event a meeting is adjourned, it shall not be necessary
to give notice of such adjourned meeting; provided that if any of the following
three events occur, such notice must be given:

(1) announcement of the adjourned meeting's time,
place, if any, thereof, and the means of remote communications, if any, by which
stockholders and proxy

holders may be deemed to be present in person and vote at such adjourned
meetings are not made at the original meeting at which adjournment is taken;

(2) such meeting is adjourned for more than 30 days
from the date set for the original meeting; or

(3) after the adjournment a new record date is fixed
for the adjourned meeting.

At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting.

SECTION 12. WAIVER OF NOTICE.

(a) The transactions of any meeting of stockholders,
however called and noticed, and wherever held, shall be as valid as though made
at a meeting duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if, either before or after the meeting, each
of the persons entitled to notice, but not present in person or by proxy, signs
a written waiver of notice or provides a waiver of notice by electronic
transmission.

(b) A waiver of notice need not specify the business
to be transacted nor the purpose of the meeting.

(d) A person's attendance at a meeting shall
constitute waiver of notice of and presence at such meeting, except when such
person objects at the beginning of the meeting to transaction of any business
because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters which are required by law or these bylaws to be in such
notice, but are not so included, if such person expressly objects to
consideration of such matter or matters at any time during the meeting.

SECTION 13. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. As
provided in the Certificate of Incorporation, any action required or permitted
to be taken by the stockholders must be effected at an annual or special meeting
of stockholders and may not be effected by any consent in writing of such
stockholders.

SECTION 14. VOTING. The stockholders entitled to vote at any
meeting of stockholders shall be determined in accordance with the provisions of
Section 15 of these bylaws.

Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder.

Any stockholder may vote part of such stockholder's shares in
favor of a proposal and refrain from voting the remaining shares or vote them
against the proposal, other than elections to office, but, if the stockholder
fails to specify the number of shares such stockholder is voting affirmatively,
it will be conclusively presumed that the stockholder's approving vote is with
respect to all shares such stockholder is entitled to vote.

SECTION 15. PERSONS ENTITLED TO VOTE. The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, for a period of at
least 10 days prior to the meeting, (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting, or (ii) during ordinary business hours,
at the principal place of business of the corporation. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting in a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

SECTION 16. PROXIES. Every stockholder entitled to vote or to
express consent or dissent to corporate action may authorize another person or
persons to act for such stockholder by proxy by any valid means permitted by the
Delaware General Corporation Law; provided that no such proxy shall be voted or
acted upon after the expiration of three years from its date, unless the proxy
provides for a longer period.

SECTION 17. INSPECTORS OF ELECTION. The Board of Directors
shall, in advance of any meeting of stockholders, appoint one or more persons,
other than nominees for office, to act as inspectors at the meeting and make a
written report thereof. If no inspector is able to act at a meeting of
stockholders, the chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before entering upon the discharge of
duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
inspector's ability.

These inspectors shall: (a) ascertain the number of shares
outstanding and the voting power of each; (b) determine the shares represented
at a meeting and the validity of proxies and ballots; (c) count all votes and
ballots; (d) determine and retain for a reasonable period a record of
disposition of any challenges made to any determination by the inspectors; and
(e) certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.

ARTICLE IV
BOARD OF DIRECTORS

SECTION 18. POWERS. The business of the corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.

SECTION 19. NUMBER OF DIRECTORS. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors as provided in Article Fifth of the
Certificate of Incorporation. No reduction in the number of directors shall
remove any director prior to the expiration of such director's term of office.

SECTION 20. ELECTION OF DIRECTORS, TERM, QUALIFICATIONS.
Directors shall be elected at each annual meeting of stockholders in accordance
with the Certificate of Incorporation to hold office until the next annual
meeting. Each director elected shall hold office until his or her successor is
elected and qualified, or until his death, resignation or removal.

Nominations for election to the Board of Directors must be made by the
Board of Directors or by any stockholder of any outstanding class of capital
stock of the corporation entitled to vote for the election of directors.
Nominations, other than those made by the Board of Directors of the corporation,
must be preceded by notification in writing received by the Secretary of the
corporation not less than 90 days nor more than 120 days prior to the date of
the meeting; provided, however, that in the event that less than 105 days'
advance notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the 15th date following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever occurs later. Such notification shall contain the
written consent of each proposed nominee to serve as a director if so elected
and the following information as to each proposed nominee and as to each person,
acting alone or in conjunction with one or more other persons as a partnership,
limited partnership, syndicate or other group, who participates or is expected
to participate in making such nomination or in organizing, directing or
financing such nomination or solicitation of proxies to vote for the nominee:

(a) the name, age, residence address, and business address of
each proposed nominee and of each such person;

(b) the principal occupation or employment of each proposed
nominee and of each such person and the name, type of business and address of
the corporation or other organization in which such employment is carried on of
each proposed nominee and of each such person;

(c) the amount of stock of the corporation owned beneficially,
either directly or indirectly, by each proposed nominee and each such person;
and

(d) a description of any arrangement or understanding of each
proposed nominee and of each such person with each other or any other person
regarding future employment or any future transaction to which the corporation
will or may be a party.

The presiding officer of the meeting shall have the authority
to determine and declare to the meeting that a nomination not preceded by
notification made in accordance with the foregoing procedure shall be
disregarded.

SECTION 21. RESIGNATIONS. Any director of the corporation may
resign as a director or as a member of any committee of the Board of Directors
effective upon giving written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors of the corporation, unless
the notice specifies a later time for the effectiveness of such resignation. If
the resignation specifies effectiveness at a future time, a successor may be
elected pursuant to Section 23 of these bylaws to take office on the date that
the resignation becomes effective.

SECTION 22. REMOVAL. The entire Board of Directors or any
individual director may be removed from office, with or without cause, by the
affirmative vote of the holders of at least 66-2/3% of the combined voting power
of all shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.

Any individual director may be removed from a committee of the
Board of Directors, with or without cause, by the affirmative vote of the
holders of at least a majority of the combined voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

SECTION 23. VACANCIES. A vacancy or vacancies on the Board of
Directors shall be deemed to exist in case of the death, resignation or removal
of any director or upon increase in the authorized number of directors. Such
vacancy or vacancies may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next election of the class in which the
vacancy existed and until their successors are duly elected and qualified or
until his earlier resignation or removal. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

SECTION 24. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times, places and dates as determined by the
Board of Directors.

SECTION 25. PARTICIPATION BY TELEPHONE OR OTHER COMMUNICATIONS
EQUIPMENT. Members of the Board of Directors, or a committee thereof, may
participate in a meeting through use of conference telephone or other
communications equipment, so long as all members participating in such meeting
can hear one another. Such participation constitutes presence in person at such
meeting.

SECTION 26. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose may be called by the Chairman of the Board or the
President or any Vice President or the Secretary or any two directors. Special
meetings of any committee of the Board of Directors may be called by the
Chairman of the Board or the President or the chairman of the committee.

SECTION 27. NOTICE OF MEETINGS. Notice of the date, time and
place of all meetings of the Board of Directors, or a committee thereof, shall
be delivered personally, orally or in writing, or by telephone, facsimile
telecommunication, or electronic transmission to each director, at least 48
hours before the meeting, or sent in writing to each director by first-class
mail, charges prepaid, at least four days before the meeting. Such notice may be
given by the Secretary of the corporation or by the person or persons who called
such meeting. Notice of any meeting of the Board of Directors, or a committee
thereof, need not be given to any director who signs a waiver of notice of such
meeting, either before or after the meeting, or who attends the meeting without
protesting prior thereto or at its commencement such director's lack of notice.
All such waivers shall be filed with the corporate records or made a part of the
minutes of the meeting.

SECTION 28. PLACE OF MEETINGS. Meetings of the Board of
Directors, or a committee thereof, may be held at any place within or outside
the State of Delaware which has been designated in the notice of the meeting or,
if not stated in the notice or there is no notice, designated by resolution of
the Board of Directors or the committee, as the case may be.

SECTION 29. ACTION BY CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors, or a committee
thereof, may be taken without a meeting, if all members of the Board of
Directors or the committee, as the case may be, consent in writing or by
electronic transmission to such action. Such writing or writings or electronic
transmission or transmissions shall be filed with the minutes of the proceedings
of the Board of Directors or the committee, as the case may be. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form. Such action
by written consent shall have the same force and effect as a unanimous vote of
such directors.

SECTION 30. QUORUM AND TRANSACTION OF BUSINESS. A majority of
the authorized number of directors shall constitute a quorum for the transaction
of business (except for the filling of vacancies, which shall be governed by the
provisions of Section 23) at a meeting of the Board of Directors. Every act or
decision done or made by a majority of the authorized number of directors
present at a meeting duly held at which a quorum is present shall be the act of
the Board of Directors, unless the law, the Certificate of Incorporation or
these bylaws specifically require a greater number. A meeting at which a quorum
is initially present may continue to transact business, notwithstanding
withdrawal of directors, if any action taken is approved by at least a majority
of the number of directors constituting a quorum for such meeting. In the
absence of a quorum at any meeting of the Board of Directors, a majority of the
directors present may adjourn the meeting, as provided in Section 31 of these
bylaws.

SECTION 31. ADJOURNMENT. Any meeting of the Board of
Directors, or a committee thereof, whether or not a quorum is present, may be
adjourned to another time and place by the affirmative vote of a majority of the
directors present. If the meeting is adjourned for more than 24 hours, notice of
such adjournment to another time or place shall be given prior to the time of
the adjourned meeting to the directors who were not present at the time of the
adjournment.

SECTION 32. ORGANIZATION. The Chairman of the Board, if
present, shall preside at every meeting of the Board of Directors. If there is
no Chairman of the Board or if the Chairman is not present, a director chosen by
a majority of the directors present shall act as chairman. The Secretary of the
corporation or, in the absence of the Secretary, any person appointed by the
Chairman shall act as secretary of the meeting.

SECTION 33. COMPENSATION. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors,
or a committee thereof, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, or a committee thereof, or a stated salary
for service as director or committee member. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

SECTION 34. COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. A quorum for the termination of business by a committee (other than
the appointment of members as set forth below) shall require the presence of a
majority of the directors composing the committee.

In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

The chairman of the committee, if present, shall preside at
every meeting of the committee. If there is no chairman of the committee or if
the chairman is not present, a member of the committee chosen by a majority of
the members of the committee present shall act as chairman. The Secretary of the
corporation or, in the absence of the Secretary, any person appointed by the
chairman of the committee shall act as secretary of the meeting.

Any such committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers that may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

ARTICLE V
OFFICERS

SECTION 35. OFFICERS. The officers of the corporation shall be
a President, Treasurer and a Secretary. The Board of Directors may elect from
among its members a Chairman of the Board and a Vice Chairman of the Board. The
Board of Directors may also choose one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these bylaws otherwise
provide.

SECTION 36. APPOINTMENT. All officers shall be chosen and
appointed by the Board of Directors. The Board of Directors at its first meeting
after each annual meeting of stockholders shall choose a President, a Treasurer
and a Secretary and may choose one or more Vice Presidents. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the board.

SECTION 37. INABILITY TO ACT. In the case of absence or
inability to act of any officer of the corporation or of any person authorized
by these bylaws to act in such officer's place, the Board of Directors may from
time to time delegate the powers or duties of such officer to any other officer,
or any director or other person whom it may select, for such period of time as
the Board of Directors deems necessary.

SECTION 38. RESIGNATION. Any officer may resign at any time
upon written notice to the corporation, without prejudice to the rights, if any,
of the corporation under any contract to which such officer is a party. Such
resignation shall be effective upon its receipt by the Chairman of the Board,
the President, the Secretary or the Board of Directors, unless a different time
is specified in the notice for effectiveness of such resignation. The acceptance
of any such resignation shall not be necessary to make it effective unless
otherwise specified in such notice.

SECTION 39. REMOVAL. Any officer may be removed from office at
any time, with or without cause, but subject to the rights, if any, of such
officer under any contract of employment, by the Board of Directors or by any
committee to whom such power of removal has been duly delegated, or, with regard
to any officer who has been appointed by the chief executive officer pursuant to
Section 36 above, by the chief executive officer or any other officer upon whom
such power of removal may be conferred by the Board of Directors.

SECTION 40. VACANCIES. A vacancy occurring in any office for
any cause may be filled by the Board of Directors, in the manner prescribed by
this Article of the bylaws for initial appointment to such office.

SECTION 41. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the Board of Directors and of the stockholders
at which he shall be present. The Chairman of the Board shall have and may
exercise such powers as are, from time to time, assigned by the Board and as may
be provided by law. In the absence of the Chairman of the Board, the Vice
Chairman of the Board, if any, shall preside at all meetings of the Board of

Directors and of the stockholders at which he shall be present. The Chairman of
the Board shall have and may exercise such powers as are, from time to time,
assigned by the Board and as may be provided by law.

SECTION 42. PRESIDENT. Subject to such powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the general manager and chief executive
officer of the corporation and shall have general supervision, direction and
control over the business and affairs of the corporation, subject to the control
of the Board of Directors. The President may sign and execute, in the name of
the corporation, any instrument authorized by the Board of Directors, except
when the signing and execution thereof shall have been expressly delegated by
the Board of Directors to some other officer or agent of the corporation. The
President shall have all the general powers and duties of management usually
vested in the president of a corporation and shall have such other powers and
duties as may be prescribed from time to time by the Board of Directors or these
bylaws. The President shall have discretion to prescribe the duties of other
officers and employees of the corporation in a manner not inconsistent with the
provisions of these bylaws and the directions of the Board of Directors.

SECTION 43. VICE PRESIDENTS. In the absence or disability of
the President, in the event of a vacancy in the office of President, or in the
event such officer refuses to act, the Vice President shall perform all the
duties of the President and, when so acting, shall have all the powers of, and
be subject to all the restrictions on, the President. If at any such time the
corporation has more than one vice president, the duties and powers of the
President shall pass to each vice president in order of such vice president's
rank as fixed by the Board of Directors or, if the vice presidents are not so
ranked, to the vice president designated by the Board of Directors. The vice
presidents shall have such other powers and perform such other duties as may be
prescribed for them from time to time by the Board of Directors or pursuant to
Sections 35 and 36 of these bylaws or otherwise pursuant to these bylaws.

SECTION 44. SECRETARY AND ASSISTANT SECRETARY. The Secretary
shall:

(a) Keep, or cause to be kept, minutes of all meetings of the
corporation's stockholders, Board of Directors and committees of the Board of
Directors, if any. Such minutes shall be kept in written form.

(b) Keep, or cause to be kept, at the principal executive
office of the corporation, or at the office of its transfer agent or registrar,
if any, a record of the corporation's stockholders, showing the names and
addresses of all stockholders and the number and classes of shares held by each.
Such records shall be kept in written form or any other form capable of being
converted into written form.

(d) Give, or cause to be given, notice of all meetings of
stockholders, directors and committees of the Board of Directors, as required by
law or by these bylaws.

(e) Keep the seal of the corporation, if any, in safe custody.

(f) Exercise such powers and perform such duties as are
usually vested in the office of secretary of a corporation and exercise such
other powers and perform such other duties as may be prescribed from time to
time by the Board of Directors or these bylaws.

If any assistant secretaries are appointed, the assistant
secretary, or one of the assistant secretaries in the order of their rank as
fixed by the Board of Directors or, if they are not so ranked, the assistant
secretary designated by the Board of Directors, in the absence or disability of
the Secretary or in the event of such officer's refusal to act or if a vacancy
exists in the office of Secretary, shall perform the duties and exercise the
powers of the Secretary and discharge such duties as may be assigned from time
to time pursuant to these bylaws or by the Board of Directors.

SECTION 45. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall:

(a) Be responsible for all functions and duties of the
treasurer of the corporation.

(b) Keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account for the corporation.

(c) Receive or be responsible for receipt of all monies due
and payable to the corporation from any source whatsoever; have charge and
custody of, and be responsible for, all monies and other valuables of the
corporation and be responsible for deposit of all such monies in the name and to
the credit of the corporation with such depositaries as may be designated by the
Board of Directors or a duly appointed and authorized committee of the Board of
Directors.

(d) Disburse or be responsible for the disbursement of the
funds of the corporation as may be ordered by the Board of Directors or a duly
appointed and authorized committee of the Board of Directors.

(e) Render to the President and the Board of Directors a
statement of the financial condition of the corporation if called upon to do so.

(f) Exercise such powers and perform such duties as are
usually vested in the office of chief financial officer of a corporation and
exercise such other powers and perform such other duties as may be prescribed by
the Board of Directors or these bylaws.

If any assistant financial officer is appointed, the assistant
financial officer, or one of the assistant financial officers, if there are more
than one, in the order of their rank as fixed by the Board of Directors or, if
they are not so ranked, the assistant financial officer designated by the Board
of Directors, shall, in the absence or disability of the Chief Financial Officer
or in the event of such officer's refusal to act, perform the duties and
exercise the powers of the Chief Financial Officer, and shall have such powers
and discharge such duties as may be assigned from time to time pursuant to these
bylaws or by the Board of Directors.

SECTION 46. COMPENSATION. The compensation of the officers
shall be fixed from time to time by the Board of Directors, and no officer shall
be prevented from receiving such compensation by reason of the fact that such
officer is also a director of the corporation.

ARTICLE VI
CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS AND DRAFTS

SECTION 47. EXECUTION OF CONTRACTS AND OTHER INSTRUMENTS.
Except as these bylaws may otherwise provide, the Board of Directors or its duly
appointed and authorized committee may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such authorization may be
general or confined to specific instances. Except as so authorized or otherwise
expressly provided in these bylaws, no officer, agent, or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or in any amount.

SECTION 48. LOANS. No loans shall be contracted on behalf of
the corporation and no negotiable paper shall be issued in its name, unless and
except as authorized by the Board of Directors or its duly appointed and
authorized committee. When so authorized by the Board of Directors or such
committee, any officer or agent of the corporation may effect loans and advances
at any time for the corporation from any bank, trust company, or other
institution, or from any firms, corporation or individual, and for such loans
and advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the corporation and, when authorized as aforesaid,
may mortgage, pledge, hypothecate or transfer any and all stocks, securities and
other property, real or personal, at any time held by the corporation, and to
that end endorse, assign and deliver the same as security for the payment of any
and all loans, advances, indebtedness and liabilities of the corporation. Such
authorization may be general or confined to specific instances.

SECTION 49. BANK ACCOUNTS. The Board of Directors or its duly
appointed and authorized committee from time to time may authorize the opening
and keeping of general and/or special bank accounts with such banks, trust
companies or other depositaries as may be selected by the Board of Directors or
its duly appointed and authorized committee or by any officer or officers or
agent or agents of the corporation to whom such power may be delegated from time
to time by the Board of Directors. The Board of Directors or its duly appointed
and authorized committee may make such rules and regulations with respect to
said bank accounts, not inconsistent with the provisions of these bylaws, as are
deemed advisable.

SECTION 50. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes, acceptances or other evidences of
indebtedness issued in the name of the corporation shall be signed by such
officer or officers or agent or agents of the corporation, and in such manner,
as shall be determined from time to time by resolution of the Board of Directors
or its duly appointed and authorized committee. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositaries may be
made, without counter-signature, by the President or any vice president or the
Chief Financial Officer or any assistant financial officer or by any other
officer or agent of the corporation to whom the Board of Directors or its duly
appointed and authorized committee, by resolution, shall have delegated such
power or by hand-stamped impression in the name of the corporation.

ARTICLE VII
CERTIFICATES FOR STOCK AND THEIR TRANSFER

SECTION 51. CERTIFICATE FOR STOCK. Every holder of shares in
the corporation shall be entitled to have a certificate signed in the name of
the corporation by the Chairman or Vice Chairman of the Board or the President
or a vice president and by the Chief Financial Officer or an assistant financial
officer or by the Secretary or an assistant secretary, certifying the number of
shares and the class or series of shares owned by the stockholder. Any or all of
the signatures on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, the certificate may be issued by
the corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

In the event that the corporation shall issue any shares as
only partly paid, the certificate issued to represent such partly paid shares
shall have stated thereon the total consideration to be paid for such shares and
the amount paid thereon.

If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate, that the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

SECTION 52. TRANSFER ON THE BOOKS. Upon surrender to the
Secretary or transfer agent (if any) of the corporation of a certificate for
shares of the corporation duly endorsed, with reasonable assurance that the
endorsement is genuine and effective, or accompanied by proper evidence of
succession, assignment or authority to transfer and upon compliance with
applicable federal and state securities laws and if the corporation has no
statutory duty to inquire into adverse claims or has discharged any such duty
and if any applicable law relating to the collection of taxes has been complied
with, it shall be the duty of the corporation, by its Secretary or transfer
agent, to cancel the old certificate, to issue a new certificate to the person
entitled thereto, and to record the transaction on the books of the corporation.

SECTION 53. LOST, DESTROYED AND STOLEN CERTIFICATES. The
holder of any certificate for shares of the corporation alleged to have been
lost, destroyed or stolen shall notify the corporation by making a written
affidavit or affirmation of such fact. Upon receipt of said affidavit or
affirmation the Board of Directors, or its duly appointed and authorized
committee or any officer or officers authorized by the Board to do so, may order
the issuance of a new

certificate for shares in the place of any certificate previously issued by the
corporation and which is alleged to have been lost, destroyed or stolen.
However, the Board of Directors or such authorized committee or officer or
officers may require the owner of the allegedly lost, destroyed or stolen
certificate, or such owner's legal representative, to give the corporation a
bond or other adequate security sufficient to indemnify the corporation and its
transfer agent and/or registrar, if any, against any claim that may be made
against it or them on account of such allegedly lost, destroyed or stolen
certificate or the replacement thereof. Said bond or other security shall be in
such amount, on such terms and conditions and, in the case of a bond, with such
surety or sureties as may be acceptable to the Board of Directors or to its duly
appointed and authorized committee or any officer or officers authorized by the
Board of Directors to determine the sufficiency thereof. The requirement of a
bond or other security may be waived in particular cases at the discretion of
the Board of Directors or its duly appointed and authorized committee or any
officer or officers authorized by the Board of Directors so to do.

SECTION 54. ISSUANCE, TRANSFER AND REGISTRATION OF SHARES. The
Board of Directors may make such rules and regulations, not inconsistent with
law or with these bylaws, as it may deem advisable concerning the issuance,
transfer and registration of certificates for shares of the capital stock of the
corporation. The Board of Directors may appoint a transfer agent or registrar of
transfers, or both, and may require all certificates for shares of the
corporation to bear the signature of either or both.

ARTICLE VIII
INSPECTION OF CORPORATE RECORDS

SECTION 55. INSPECTION BY DIRECTORS. Every director shall have
the absolute right at any reasonable time to inspect and copy all books, records
and documents of every kind of the corporation and any of its subsidiaries and
to inspect the physical properties of the corporation and any of its
subsidiaries for any purpose reasonably related to the director's position as a
director. Such inspection may be made by the director in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.

SECTION 56. INSPECTION BY STOCKHOLDERS.

(a) INSPECTION OF CORPORATE RECORDS. Any stockholder, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in the State of Delaware or at its principal place of business.

(b) INSPECTION OF BYLAWS. The original or a copy of these
bylaws shall be kept as provided in Section 44 of these bylaws and shall be open
to inspection by the

stockholders at all reasonable times during office hours. A current copy of
these bylaws shall be furnished to any stockholder upon written request.

SECTION 57. WRITTEN FORM. If any record subject to inspection
pursuant to Section 56 above is not maintained in written form, a request for
inspection is not complied with unless and until the corporation at its expense
makes such record available in written form.

ARTICLE IX
MISCELLANEOUS

SECTION 58. FISCAL YEAR. Unless otherwise freed by resolution
of the Board of Directors, the fiscal year of the corporation shall end on the
31st day of December in each calendar year.

SECTION 59. ANNUAL REPORT.

(a) Subject to the provisions of Section 59(b) below, the
Board of Directors shall cause an annual report to be sent to each stockholder
of the corporation in the manner provided in Section 9 of these bylaws not later
than 120 days after the close of the corporation's fiscal year. Such report
shall include a balance sheet as of the end of such fiscal year and an income
statement and statement of changes in financial position for such fiscal year,
accompanied by any report thereon of independent accountants or, if there is no
such report, the certificate of an authorized officer of the corporation that
such statements were prepared without audit from the books and records of the
corporation. Such report shall be sent to stockholders at least 15 (or, if sent
by third-class mail, 35) days prior to the next annual meeting of stockholders
after the end of the fiscal year to which it relates.

(b) If and so long as there are fewer than 100 holders of
record of the corporation's shares, the requirement of sending of an annual
report to the stockholders of the corporation is hereby expressly waived.

SECTION 60. RECORD DATE. The Board of Directors may fix a time
in the future as a record date for the determination of the stockholders
entitled to notice of or to vote at any meeting or entitled to receive payment
of any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or entitled to exercise any rights in respect of any other lawful action. The
record date so fixed shall not be more than 60 days nor less than 10 days prior
to the date of the meeting nor more than 60 days prior to any other action or
event for the purpose of which it is fixed. In no event may the record date for
any purpose precede the date upon which the resolution fixing the record date is
adopted.

Only stockholders of record at the close of business on the
record date shall be entitled to notice and to vote or to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date, except as otherwise provided in the Certificate of
Incorporation, by agreement or by law.

SECTION 61. BYLAW AMENDMENTS. These bylaws may be altered,
amended or repealed, and new bylaws made, by the Board of Directors or the
stockholders as provided in Article Fifth of the Certificate of Incorporation.

SECTION 62. CONSTRUCTION AND DEFINITION. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions contained in the Delaware General Corporation Law shall govern the
construction of these bylaws. Without limiting the foregoing, "shall" is
mandatory and "may" is permissive.

SECTION 63. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

SECTION 64. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

ARTICLE X
INDEMNIFICATION

SECTION 65. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS. The corporation shall, to the fullest extent authorized under
the laws of the State of Delaware, as those laws may be amended and supplemented
from time to time, indemnify any director who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether criminal, civil, administrative or investigative, by
reason of being a director of the corporation or a predecessor corporation or,
at the corporation's request, a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise; provided,
however, that the corporation shall indemnify any such director in connection
with an action, suit or proceeding initiated by such director only if such
action, suit or proceeding was authorized by the Board of Directors. The
indemnification and advancement of expenses provided for in this Section 65
shall: (i) not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding such office, (ii)
continue as to a

person who has ceased to be a director, and (iii) inure to the benefit of the
heirs, executors and administrators of such a person. The corporation's
obligation to provide indemnification under this Section 65 shall be offset to
the extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.

Expenses incurred by a director of the corporation in
defending any action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by relevant sections of the Delaware General
Corporation Law. Notwithstanding the foregoing, the corporation shall not be
required to advance such expenses to director who is a party to an action, suit
or proceeding brought by the corporation and approved by a majority of the Board
of Directors which alleges willful misappropriation of corporate assets by the
director, disclosure of confidential information in violation of the director's
fiduciary or contractual obligations to the corporation or any other willful and
deliberate breach in bad faith of the director's duty to the corporation or its
stockholders.

The foregoing provisions of this Section 65 shall be deemed to
be a contract between the corporation and each director who serves in such
capacity at any time while this bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought based in whole or in part
upon any such state of facts.

The corporation shall indemnify any officer of the corporation
who has been successful on the merits or otherwise in the defense of any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which the officer was or is a party, or is threatened to be made a party, by
reason of being an officer of the corporation or a predecessor corporation or,
at the corporation's request, a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or in the
defense of any claim, issue or matter therein, against expenses (including
attorney's fees) actually and reasonably incurred by such officer in connection
therewith. The Board of Directors, in its discretion, shall have power on behalf
of the corporation otherwise to indemnify any person, other than a director,
made a party to any action, suit or proceeding by reason of the fact that he,
his testator or intestate, is or was an officer, employee or agent of the
corporation.

To assure indemnification under this Section 65 of all
directors, officers, employees and agents who are determined by the corporation
or otherwise to be or to have been "fiduciaries" of any employee benefit plan of
the corporation which may exist from time to time, including without limitation,
any plan of the corporation which is governed by the Act of Congress entitled
"Employee Retirement Income Security Act of 1974," as amended from time to time,
this Section 65 shall be interpreted as follows: (i) an "other enterprise" shall
be deemed to include such an employee benefit plan; (ii) the corporation shall
be deemed to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the corporation also imposes duties
on, or otherwise involves services by, such person to the plan

or participants or beneficiaries of the plan; (iii) "fines" shall be deemed to
include any excise taxes assessed on a person with respect to an employee
benefit plan.

ARTICLE XI
LOANS OF OFFICERS AND OTHERS

SECTION 66. CERTAIN CORPORATE LOANS AND GUARANTIES. If the
corporation has outstanding shares held of record by 100 or more persons on the
date of approval by the Board of Directors, the corporation may make loans of
money or property to, or guarantee the obligations of any officer of the
corporation or its parent or any subsidiary, whether or not a director of the
corporation or its parent or any subsidiary, or adopt an employee benefit plan
or plans authorizing such loans or guaranties, upon the approval of the Board of
Directors alone, by a vote sufficient without counting the vote of any
interested director or directors, if the Board of Directors determines that such
a loan or guaranty or plan may reasonably be expected to benefit the
corporation. Notwithstanding the foregoing, the corporation shall have the power
to make loans permitted by the Delaware General Corporation Law.