AMENDED AND RESTATED BYLAWS

 

                                       of

 

                           iGate Capital Corporation

 

                               1.  SHAREHOLDERS

 

      1.1.  Annual Meeting.

 

 

          An annual meeting of the shareholders shall be held in each calendar

year, on such date as may be fixed by the board of directors of the Corporation

(the "Board of Directors" or "Board"), for the purpose of electing directors and

for the transaction of such other business as may properly come before the

meeting.  If the day fixed for the annual meeting shall be a legal holiday in

the state where the meeting is to be held, such meeting shall be held on the

next succeeding business day.

 

      1.2.   Special Meetings.

 

 

          Special meetings of the shareholders may be called at any time by (i)

the Board of Directors or (ii) by the Co-Chairman and Chief Executive Officer or

the Co-Chairman and President.  Upon written request of any person who has duly

called a special meeting, the Secretary shall fix the time of the meeting which

shall be held not more than sixty (60) days after the receipt of the request.

If the Secretary neglects or refuses to fix the time of the meeting, the person

or persons calling the meeting may do so.

 

      1.3.   Place of Meeting.

 

 

          All meetings of the shareholders shall be held at the registered

office of the Corporation or at such other place, within or without the

Commonwealth of Pennsylvania, as may be designated by the Board of Directors

from time to time.

 

      1.4.   Notice.

 

 

          Except as provided in Section 1.6 of these Amended and Restated Bylaws

("Bylaws"), written notice of every meeting of the shareholders shall be given

by, or at the direction of, the Secretary or the Co-Chairman and President or,

if he or she neglects or refuses to do so, may be given by the person or persons

calling the meeting, to each shareholder of record entitled to vote at the

meeting, unless a greater period of notice is required by law in the particular

case, (a) at least ten (10) days prior to the day named for the meeting called

to consider a fundamental change under Chapter 19 of the Business Corporation

Law of 1988, as amended (hereinafter, the "BCL") or (b) five days prior to the

day named for the meeting in any other

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case. The notice of meeting shall specify the place, day and hour of the meeting

and, in the case of a special meeting, the general nature of the business to be

transacted, and, if applicable, the notice shall state that the purpose, or one

of the purposes, of the meeting is to consider the adoption, amendment or repeal

of the Bylaws in which case the notice shall include, or be accompanied by, a

copy of the proposed amendment or a summary of the changes to be effected

thereby.

 

      1.5.  Quorum.

 

 

          A shareholders meeting duly called shall not be organized for the

transaction of business unless a quorum is present.  The presence in person or

by proxy of shareholders entitled to cast at least a majority of the votes that

all shareholders are entitled to cast on a particular matter to be acted upon at

the meeting shall constitute a quorum for the purposes of consideration and

action on such matter.  The shareholders present at a duly organized meeting can

continue to do business until adjournment, notwithstanding the withdrawal of

enough shareholders to leave less than a quorum.  If a meeting cannot be

organized because a quorum has not attended, those present may adjourn the

meeting to such time and place as they may determine.  Those shareholders

entitled to vote who attend a meeting called for the election of directors that

has previously been adjourned for lack of a quorum, although less than a quorum

as fixed herein, shall nevertheless constitute a quorum for the purpose of

electing directors.  In other cases, those shareholders entitled to vote who

attend a meeting of shareholders that has been previously adjourned for one or

more periods aggregating at least fifteen (15) days because of absence of a

quorum, although less than a quorum as fixed herein, shall nevertheless

constitute a quorum for the purpose of acting upon any matter set forth in the

notice of the meeting, provided that the notice of the meeting states that those

shareholders who attend such adjourned meeting shall nevertheless constitute a

quorum for the purpose of acting upon the matter set forth in the notice.

 

      1.6.   Adjournments.

 

 

          Adjournment or adjournments of any annual or special meeting of

shareholders, including one at which directors are to be elected, shall be taken

for such period or periods as the presiding officer of the meeting or the

shareholders present in person or by proxy and entitled to vote shall direct.

When a meeting of shareholders is adjourned, it shall not be necessary to give

any notice of the adjourned meeting or of the business to be transacted at the

adjourned meeting other than by announcement at the meeting at which the

adjournment is taken, unless the Board of Directors fixes a new record date for

the adjourned meeting or unless notice of the business to be transacted was

required by BCL to be set forth in the original notice of the meeting and such

notice had not been previously given.  Subject to quorum requirements, at any

such adjourned meeting any business may be transacted which might have been

transacted at the meeting as originally noticed.

 

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      1.7.  Action by Shareholders.

 

 

          Whenever any corporate action is to be taken by vote of the

shareholders, it shall be authorized upon receiving the affirmative vote of a

majority of the votes cast by all shareholders entitled to vote thereon, and if

any shareholders are entitled to vote thereon as a class, upon receiving the

affirmative vote of a majority of the votes cast by the shareholders entitled to

vote as a class thereon, except where a different vote is required by law or the

Amended and Restated Articles of Incorporation of the Corporation, as they may

be amended from time to time (the "Articles") or these Bylaws.

 

      1.8.  Voting Rights of Shareholders.

 

 

          Unless otherwise provided in the Articles, every shareholder shall be

entitled to one vote for every share outstanding in such shareholder's name on

the books of the Corporation.

 

      1.9.  Proxies.

 

 

          Every shareholder entitled to vote at a meeting of shareholders or to

express consent or dissent to corporate action in writing without a meeting may

authorize another person or persons to act for such shareholder by proxy.  The

presence of, or vote or other action at a meeting of shareholders, or the

expression of consent or dissent to corporate action in writing, by a proxy of a

shareholder shall constitute the presence of, or vote or action by, or written

consent or dissent of the shareholder.  Every proxy shall be executed in writing

by the shareholder or by the duly authorized attorney-in-fact of the shareholder

and filed with the Secretary of the Corporation.  A telegram, telex, cablegram,

datagram, transmission by electronic mail or similar transmission from a

shareholder or attorney-in-fact, or a photographic, facsimile or similar

reproduction of a writing executed by a shareholder or attorney-in-fact shall be

treated as properly executed if it sets forth a confidential and unique

identification number or other mark finished by the Corporation to the

shareholder for purposes of a particular meeting or transaction.

Notwithstanding any other agreement or any provision in the proxy to the

contrary, a proxy shall be revocable at will unless coupled with an interest,

but the revocation of a proxy shall not be effective until written notice of the

revocation has been given to the Secretary of the Corporation.  An unrevoked

proxy shall not be valid after three years from the date of its execution unless

a longer time is expressly provided therein.  A proxy shall not be revoked by

the death or incapacity of the maker unless, before the vote is counted or the

authority is exercised, written notice of such death or incapacity is given to

the Secretary of the Corporation. Where two or more proxies of a shareholder are

present, the Corporation shall, unless otherwise expressly provided in the

proxy, accept as the vote of all shares represented thereby the vote cast by a

majority of them and, if a majority of the proxies cannot agree whether the

shares represented shall be voted or upon the manner of voting the shares, the

voting of the shares shall be divided equally among those persons.

 

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      1.10.  Voting List.

 

 

          The officer or agent having charge of the transfer books for shares of

the Corporation shall make a complete list of the shareholders entitled to vote

at any meeting of shareholders, arranged in alphabetical order, with the address

of and the number of shares held by each.  The list shall be produced and kept

open at the time and place of the meeting and shall be subject to the inspection

of any shareholder during the whole time of the meeting for the purposes thereof

except that, if the Corporation has 5,000 or more shareholders, in lieu of the

making of the list the Corporation may make the information available at the

meeting by any other means. Failure to comply with the requirements of this

bylaw shall not affect the validity of any action taken at a meeting prior to a

demand at the meeting by any shareholder entitled to vote there at to examine

the list.

 

      1.11.  Determination of Shareholders of Record.

 

 

          The Board of Directors may fix a time prior to the date of any meeting

of shareholders as a record date for the determination of the shareholders

entitled to notice of, or to vote at, the meeting, which time, except in the caw

of an adjourned meeting, shall be not more than ninety (90) days prior to the

date of the meeting of shareholders.  Only shareholders of record on the date so

fixed shall be entitled to notice of, or to vote at, such meeting,

notwithstanding any transfer of shares on the books of the Corporation after the

record date so fixed.  The Board of Directors may similarly fix a record date

for the determination of shareholders of record for payment of dividends or for

any other purpose.  When a determination of shareholders of record has been made

as provided in this bylaw for purposes of a meeting, the determination shall

apply to any adjournment thereof unless the Board of Directors fixes a new

record date for the adjourned meeting.

 

      1.12.  Certification by Nominee.

 

 

          The Board of Directors may from time to time adopt a procedure whereby

a shareholder of the Corporation may certify in writing to the Corporation that

all or a portion of the shares registered in the name of the shareholder are

held for the account of a specified person or persons.  Upon receipt by the

Corporation of a certification complying with said procedure, the persons

specified in the certification shall be deemed, for the purposes set forth in

said certification, to be the holders of record of the number of shares

specified in place of the shareholder making the certification.

 

      1.13.  Presiding Officer.

 

 

          All meetings of the shareholders shall be called to order and presided

over by the Co-Chairman and Chief Executive Officer, if any, or, in his absence,

by the Co-Chairman and President, or, in his absence, by an officer or director

of the Corporation appointed by the chief

 

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executive officer, or, if none of those persons is present, by a chairperson of

the meeting elected by the shareholders.

 

      1.14.  Voting by Fiduciaries and Pledgees.

 

 

          Shares of this Corporation standing in the name of a trustee or other

fiduciary and shares held by an assignee for the benefit of creditors or by a

receiver may be voted either in person or by proxy by the trustee, fiduciary,

assignee or receiver.  A shareholder whose shares are pledged shall be entitled

to vote the shares, in person or by proxy, until the shares have been

transferred into the name of the pledgee or a nominee of the pledgee.

 

      1.15.  Voting by Joint Holders of Shares.

 

 

          Where shares of the Corporation are held jointly or as tenants in

common by two or more persons, as fiduciaries or otherwise: (a) if only one or

more of such persons is present in person or by proxy, all of the shares

standing in the names of such persons shall be deemed to be represented for the

purpose of determining a quorum and the Corporation shall accept as the vote of

all such shares the vote cast by such person or a majority of such persons who

are present; and (b) if the persons present are equally divided upon whether the

shares held by them shall be voted or upon the manner of voting the shares, the

voting of such shares shall be divided equally among the persons present without

prejudice to the rights of the joint owners or the beneficial owners thereof

among themselves.  Notwithstanding the foregoing, if there has been filed with

the Secretary of the Corporation a copy, certified by an attorney-at-law to be

correct of the relevant portions of the agreement under which such shares are

held or the instrument by which the trust or estate was created or the order of

court appointing them or of an order of court directing the voting of such

shares, the persons specified as having such voting power in the latest document

so filed, and only those persons, shall be entitled to vote such shares but only

in accordance therewith.

 

 

      1.16.  Voting by Corporations.

 

 

          Any other domestic or foreign corporation for profit or not-for-profit

that is a shareholder of this Corporation may vote by any of its officers or

agents, or by proxy appointed by any such officer or agent, unless some other

person, by resolution of its board of directors or pursuant to a provision of

its articles or bylaws, a copy of which resolution or provision certified to

correct by one of its officers has been filed with the Secretary of this

Corporation, is appointed its general or special proxy, in which case such

person shall be entitled to vote the shares.  Shares of this Corporation owned,

directly or indirectly, by this Corporation and controlled, directly or

indirectly, by the Board of Directors, as such, shall not be voted at any

meeting and shall not be counted in determining the total number of outstanding

shares for voting purposes at any given time.

 

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      1.17.  Election of Directors.

 

 

          In election of directors, voting need not be by ballot, unless

required by vote of the shareholders before the voting for election of directors

begins.  The duly nominated candidates receiving the highest number of votes

from each class or group of classes, if any, entitled to elect directors

separately up to the number of directors to be elected by the class or group of

classes shall be elected.  If at any meeting of shareholders, directors of more

than one class are to be elected, each class of directors shall be elected in a

separate election.

 

      1.18.  Judges of Election.

 

 

          In advance of any meeting of shareholders, the Board of Directors may

appoint judges of election, who need not be shareholders, to act at such meeting

or any adjournment thereof.  If judges of election are not so appointed, the

presiding officer of any such meeting may, and on the request of any shareholder

or of any shareholder's proxy shall, make such appointment at the meeting.  The

number of judges shall be one or three. No person who is a candidate for office

to be filled at the meeting shall act as a judge.  In case any person appointed

as a judge fails to appear or fails or refuses to act, the vacancy may be filled

by appointment made by the Board of Directors in advance of the convening of the

meeting or at the meeting by the presiding officer thereof.  The judge or judges

of election shall determine the number of shares outstanding and the voting

power of each, the shares represented at the meeting, the existence of a quorum,

and the authenticity, validity and effect of proxies, shall receive votes or

ballots, shall hear and determine all challenges and questions in any way

arising in connection with the right to vote, shall count and tabulate all votes

and determine the result and shall do such acts as may be proper to conduct the

election or vote with fairness to all shareholders.  The judge or judges of

election shall perform their duties impartially, in good faith, to the best of

their ability, and as expeditiously as is practical.  If there are three judges

of election, the decision, act or certificate of a majority shall be effective

in all respects as the decision, act or certificate of all.  On request of the

presiding officer of the meeting, or of any shareholder or proxy of any

shareholder, the judge or judges shall make a report in writing of any challenge

or question or matter determined by them and execute a certificate of any fact

found by them.  Any report or certificate made by them shall be prima facie

evidence of the facts stated therein.

 

 

                            2.  BOARD OF DIRECTORS

 

      2.1  General.

 

 

          The business and affairs of the Corporation shall be managed by or

under the direction of, the Board of Directors, which shall exercise all powers

that may be exercised or performed by the Corporation and that are not by

statute, the Articles or these Bylaws directed to be exercised or performed by

the shareholders.

 

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      2.2.  Number.

 

 

          The Board of Directors shall consist of such number of members as

     determined in the Articles.

 

      2.3.  Regular Meetings.

 

 

          The Board of Directors shall hold an annual meeting for the election

  of officers and the transaction of other proper business either as soon as

  practical after, and at the same place as, the annual meeting of shareholders

  or at such other day, hour and place as may be fixed by the Board.  The Board

  of Directors may designate the time and place, within or without the

  Commonwealth of Pennsylvania, of other regular meetings.

 

      2.4.  Special Meetings.

 

 

          Special meetings of the Board of Directors may be called by the Co-

  Chairman and Chief Executive Officer, the Co-Chairman and President or any two

  (2) directors.  The person or persons calling the special meeting may fix the

  day, hour and place, within or without the Commonwealth of Pennsylvania, of

  the meeting.

 

      2.5.  Notice of Meetings.

 

 

          Notice of a regular meeting of the Board of Directors need not be

  given.  Notice of every special meeting of the Board of Directors shall be

  given to each director at least 48 hours (in the case of notice by telephone,

  telex, TWX, facsimile transmission, telegraph, electronic mail, courier

  service or express mail) or five days (in the case of notice by first class

  mail) before the date set for the meeting.  Every such notice shall specify

  the place, day and hour of the meeting.  When a meeting of directors is

  adjourned, notice need not be given of the adjourned meeting other than by

  announcement at the meeting at which the adjournment is made.  Notwithstanding

  the above notice requirements, if any meeting of directors cannot be organized

  because a quorum is not present, a majority of the directors present may

  adjourn the meeting to such time and place as they may determine, subject to

  the Bylaws of the Corporation.  Neither the business to be transacted at, nor

  the purpose of, any annual, regular or special meeting of the Board of

  Directors need be specified in the notice of the meeting.

 

      2.6.   Interested Directors or Officers; Quorum.

 

 

          A contract or transaction between the Corporation and one or more of

its directors or officers, or between the Corporation and any other domestic or

foreign corporation for profit or not-for-profit, partnership, joint venture,

trust or other enterprise in which one or more of this Corporation's directors

or officers are directors or officers or have a financial or other interest,

 

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shall not be void or violable solely for that reason, or solely because the

common or interested director or officer is present at or participates in the

meeting of the Board of Directors that authorizes the contract or transaction,

or solely because the common or interested director's or officer's votes are

counted for such purpose, if (1) the material facts as to the relationship or

interest and as to the contract or transaction are disclosed or are known to the

Board of Directors and the Board authorizes the contract or transaction by the

affirmative votes of a majority of the disinterested directors then serving even

though the disinterested directors are less than a quorum; or (2) the material

facts as to the director's or officer's relationship or interest and as to the

contract or transaction are disclosed or are known to the shareholders entitled

to vote thereon, and the contract or transaction is specifically approved in

good faith by vote of those shareholders; or (3) the contract or transaction is

fair as to this Corporation as of the time it is authorized, approved or

ratified by the Board of Directors or the shareholders.  Common or interested

directors may be counted in determining the presence of a quorum at a meeting of

the Board that authorizes a contract or transaction described in this Article

2.6.

 

      2.7.   Compensation.

 

 

          By resolution of the Board of Directors, each director may be paid his

or her expenses, if any, of attendance at each meeting of the Board of Directors

or committee thereof, and may be paid a stated salary as director or a fixed sum

for attendance at each meeting of the Board of Directors or committee thereof or

both.  No such payment shall preclude any director from serving the Corporation

in any other capacity and receiving compensation therefor and a director may be

a salaried officer or employee of the Corporation.

 

      2.8.   Presumption of Assent.

 

 

          A director of the Corporation who is present at a meeting of the Board

of Directors, or of a committee of the Board, at which action on any corporate

matter is taken on which the director is generally competent to act, shall be

presumed to have assented to the action taken unless his or her dissent is

entered in the minutes of the meeting or unless such director files his or her

written dissent to the action with the secretary of the meeting before the

adjournment thereof or transmits the dissent in writing to the Secretary of the

Corporation immediately after the adjournment of the meeting.  Such right to

dissent shall not apply to a director who voted in favor of the action. Nothing

in this Section 2.8 shall bar a director from asserting that minutes of a

meeting incorrectly omitted said director's dissent if, promptly upon receipt of

a copy of such minutes, said director notified the Secretary, in writing, of the

asserted omission or inaccuracy.

 

 

        2.9. Presiding Officer.

 

          All meetings of the Board of Directors shall be called to order and

presided over by the Co-Chairman and Chief Executive Officer, or, in his

absence, by the Co-Chairman and President or, in both their absences, by a

director appointed by a Co-Chairman or, if none of

 

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those persons is present, by a chairperson of the meeting elected at such

meeting by the Board of Directors.

 

 

                       3. COMMITTEES OF THE BOARD

 

      3.1.   Committees of the Board.

 

 

          The Board of Directors may, by resolution adopted by a majority of the

directors in office, establish one or more committees, each committee to consist

of one or more of the directors of the Corporation. The Board may designate one

or more directors as alternate members of any committee, who may replace any

absent or disqualified member at any meeting of the committee or for purposes of

any written action of the committee.  Except in the case of the Audit and

Compensation Committees, if any, or other similar committees, in the absence or

disqualification of any member or alternate member or members of a committee,

the member or members thereof present at any meeting and not disqualified from

voting, though less than a quorum, may unanimously appoint another director to

act at the meeting in the place of the absent or disqualified member.  A

committee, to the extent provided in the resolution of the Board of Directors

creating it, shall have and may exercise all of the powers and authority of the

Board of Directors except that a committee shall not have any power or authority

as to:  (i) the submission to shareholders of any action requiring the approval

of shareholders pursuant to the BCL, (ii) the creation or filling of vacancies

in the Board of Directors, (iii) the adoption, amendment or repeal of the

Bylaws, (iv) the amendment, adoption or repeal of any resolution of the Board

that by its terms is amendable or repealable only by the Board, or (v) action on

matters committed by the Bylaws or resolution of the Board to another committee

of the Board. Each committee of the Board shall serve at the pleasure of the

Board.

 

      3.2.   Committee Rules.

 

 

          In the absence of a resolution of the Board of Directors to the

contrary, a majority of the entire authorized number of members of such

committee shall be necessary to constitute a quorum for the transaction of

business.

 

 

                                  4. OFFICERS

 

      4.1.   Officers and Qualifications.

 

 

          The Corporation shall have a Co-Chairman who is also Chief Executive

Officer, a Co-Chairman who is also President, a Secretary, and a Treasurer, each

of whom shall be elected or appointed by the Board of Directors.  The Board may

also elect or provide for the appointment of one or more Vice Presidents, a

Controller, and such other officers and assistant officers as the Board deems

necessary or advisable.  Officers of the Corporation, as between themselves and

the

 

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Corporation, shall have such authority and perform such duties in the

management of the Corporation or as is determined by or pursuant to resolutions

or orders of the Board of Directors.

 

      4.2.   Election, Term, and Vacancies.

 

 

          The officers and assistant officers of the Corporation shall be

elected by the Board of Directors at the annual meeting of the Board or from

time to time as the Board shall determine.  Each officer shall hold office at

the pleasure of the Board.  A vacancy in any office occurring in any manner may

be filled by the Board of Directors and, if the office is one for which these

Bylaws prescribe a term, shall be filled for the unexpired portion of the term.

 

 

      4.3.   Removal; Resignation; Bond.

 

 

        (a)  Removal. Any officer or agent of the Corporation may be removed by

             the Board of Directors with or without cause, but such removal

             shall be without prejudice to the contract rights, if any, of the

             person so removed. Election or appointment of an officer or agent

             shall not of itself create contract rights.

 

        (b)  Resignation. Any officer may resign at any time upon written notice

             to the Corporation. The resignation shall be effective upon receipt

             thereof by the Corporation or at such subsequent time as may be

             specified in the notice of resignation.

 

        (c)  Bond.  The Corporation may secure the fidelity of any or all of its

             officers by bond or otherwise.

 

      4.4.   Co-Chairman and Chief Executive Officer.

 

 

          The Co-Chairman and Chief Executive Officer shall have such authority

and perform such duties as the Board of Directors may from time to time

designate.  Subject to the control of the Board of Directors and, within the

scope of their authority, any committees thereof, the Co-Chairman and Chief

Executive Officer shall (a) have general and active management authority with

respect to all the business, property and affairs of the Corporation, (b) see

that all orders and resolutions of the Board of Directors and the committees

thereof are carried into effect, (c) together with the Co-Chairman and President

pursuant to Sections 4.6 and 4. 10, appoint and remove subordinate officers and

agents, other than those appointed or elected by the Board of Directors, as the

business of the Corporation may require, (d) act as the duly authorized

representative of the Board in all matters, except where the Board  has formally

designated some other person or group to act, and (e) in general perform all the

usual duties incident to the office of chief executive officer,

 

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      4.5.   Co-Chairman and President.

 

 

          The Co-Chairman and President shall (a) in the absence of the Co-

Chairman and Chief Executive Officer, represent the Board of Directors, except

where the Board has formally designated some other person or group to act, (b)

execute, on behalf of the Corporation, contracts, leases, deeds, mortgages,

notes and other instruments authorized by the Board of Directors, except in

cases where the Board of Directors, these Bylaws or law expressly requires the

execution thereof by some other officer, (c) together with the Co-Chairman and

Chief Executive Officer, pursuant to Sections 4.6 and 4.10, appoint and remove

subordinate officers and agents, other than, those appointed or elected by the

Board of Directors, as the business of the Corporation may require, (d) work

with the Co-Chairman and Chief Executive Officer in the management of the

business, property and affairs of the Corporation and (e) have such other

authority and perform such other duties as the Board of Directors may from time

to time designate.

 

      4.6.   Vice Presidents.

 

 

          Each Vice President, if any, shall perform such duties as may be

assigned to him or her by the Board of Directors or by the Co-Chairman and Chief

Executive Officer and Co-Chairman and President.  In the absence or disability

of both Co-Chairmen, the most senior in rank of the Vice Presidents shall

perform the duties of the Co-Chairman and President.

 

 

      4.7.   Secretary.

 

          The Secretary shall (a) keep or cause to be kept the minutes of all

meetings of the shareholders, the Board of Directors, and any committees of the

Board of Directors in one or more books kept for that purpose, (b) have custody

of the corporate records, stock books and stock ledgers of the Corporation, (c)

keep or cause to be kept a register of the address of each shareholder, which

address has been furnished to the Secretary by such shareholder, (d) see that

all notices are duly given in accordance with law, the Articles, and these

Bylaws, and (e) in general perform all the usual duties incident to the office

of secretary and such other duties as may be assigned to him or her by the Board

of Directors or the Co-Chairman and Chief Executive Officer.  The Secretary may

delegate any of his or her duties to any management officer or to any duly

elected or appointed Assistant Secretary and may delegate custody of the

Corporation's stock books, stock ledgers, shareholder lists and the like to a

duly appointed stock transfer agent and/or registrar or, in the case of records

regarding debt instruments, to an indenture or bond trustee, registrar or

similar entity.

 

 

      4.8.   Assistant Secretary.

 

          The Assistant Secretary, if any or Assistant Secretaries if more than

one, shall perform the duties of the Secretary in his or her absence and shall

perform such other duties as

 

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the Board of Directors, the chief executive officer or the Secretary may from

time to time designate.

 

 

      4.9.   Treasurer.

 

 

          The Treasurer shall have general supervision of the fiscal affairs of

the Corporation.  The Treasurer shall, with the assistance, of the Co-Chairman

and Chief Executive Officer and managerial staff of the Corporation: (a) see

that a full and accurate accounting of all financial transactions is made; (b)

invest and reinvest the capital funds of the Corporation in such mariner as may

be directed by the Board, unless such function shall have been delegated to a

nominee or agent; (c) deposit or cause to be deposited in the name and to the

credit of the Corporation, in such depositories as the Board of Directors shall

designate, all monies and other valuable effects of the Corporation not

otherwise employed; (d) prepare such financial reports as may be requested from

time to time by the Board; (e) cooperate in the conduct of the annual audit of

the Corporation's financial records by certified public accountants duly

appointed by the Board; and (f) in general perform all the usual duties

incident to the office of treasurer and such other duties as may be assigned to

him or her by the Board of Directors or the Co-Chairman and President.

 

      4.10.  Other Management Officers.

 

 

          Subject to control of the Board of Directors, the Co-Chairman and

Chief Executive Officer and the Co-Chairman and President, together, may select

and appoint such other management officers as they deem advisable, including

without limitation Managing Directors, who shall have such authority and perform

such duties as may from time to time be prescribed by the Co-Chairman and Chief

Executive Officer and the Co-Chairman and President or by the Board.

 

 

                      5. SHARE CERTIFICATES AND TRANSFERS

 

      5.1.   Certificates.

 

 

          Share certificates shall be in such form as shall be approved by the

Board of Directors and shall state: (i) that the Corporation is incorporated

under the laws of the Commonwealth of Pennsylvania, (ii) the name of the person

to whom issued, and (iii) the number and class of shares and the designation of

the series, if any, which the share certificate represents.

 

          In the event that the Corporation is authorized to issue shares of

more than one class or series, each share certificate shall also state, on the

face or back of the certificate, that the Corporation will furnish to any

shareholder upon request and without charge a full or summary statement of the

designations, voting rights, preferences, limitations and special rights of the

 

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shares of each class or series authorized to be issued so far as they have been

fixed and determined and the authority of the Board of Directors to fix and

determine the designations, voting rights, preferences, limitations and special

rights of the classes and series of shares of the Corporation-

 

        5.2. Transfer of Shares.

 

 

          Transfer of shares of the Corporation shall be made only on the stock

transfer records of the Corporation (which may be kept in written or computer

form).  Transfers shall be made by the Corporation or its duly authorized agent

as required by law.  Except as otherwise set forth in Section 1.12 above

(Certification by Nominee), the Corporation shall be entitled to treat the

person in whose name shares stand on the books of the Corporation as the owner

thereof for all purposes.

 

        5.3. Registrar, Transfer Agent, Authenticating Trustee.

 

 

          The Corporation may, but need not, designate another organization to

act as authenticating trustee, transfer agent, registrar or other agent for the

Corporation in the registration of transfers of its securities, the issuance of

new securities or the cancellation of surrendered securities, and to perform

such other functions as agent for the Corporation as the Corporation may deem

appropriate.

 

        5.4. Lost, Destroyed or Stolen Certificates.

 

 

          If the registered owner of a share certificate claims that the

security has been lost, destroyed or wrongfully taken, another may be issued in

lieu thereof in such manner and upon such terms as the Board of Directors may

authorize and shall be issued in place of the original security, in accordance

with 13 Pa. C.S. (S) 8405(2), if the owner: (a) so requests before the

Corporation has notice that the security has been acquired by a bona fide

purchaser; (b) files with the Corporation an indemnity bond in such amount as

the Corporation may determine; and (c) satisfies any other reasonable

requirements imposed by the Corporation.

 

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                          6. MANNER OF GIVING NOTICE,

                   WAIVER OF NOTICE, ACTION WITHOUT MEETING,

                      MEETINGS BY CONFERENCE TELEPHONE AND

                           MODIFICATION OF PROPOSALS

 

      6.1.   Manner of Giving Notice.

 

         Whenever written notice is required to be given to any person under

the provisions of the BCL or by the Articles or these Bylaws, it may be given

to the person either personally or by sending a copy thereof by first class or

express mail, postage prepaid, or by telegram (with messenger service

specified), telex or TWX (with answerback received) or courier service, charges

prepaid, or by facsimile transmission or electronic mail transmission, in the

case of a shareholder, to the shareholder's address (or to the shareholder's

telex, TWX, facsimile number or electronic mail address) appearing on the books

of the Corporation or, in the case of a director, to the address supplied by

the director to the Corporation for the purpose of notice.  Notice sent by mail

by telegraph or by courier service shall be deemed to have been given when

deposited in the United States mail or with a telegraph office or courier

service for delivery except that, in the case of directors, notice sent by

regular mail shall be deemed to have been given forty-eight (48) hours after

being deposited in the United States mail or, in the case of telex, TWX,

facsimile or electronic mail, when dispatched.

 

 

      6.2.   Waiver of Notice.

 

          Whenever any written notice is required to be given by statute or the

Articles or these Bylaws, a waiver thereof in writing, signed by the person or

persons entitled to the notice, whether before or after the time stated therein,

shall be deemed equivalent to the giving of the notice.  Neither the business to

be transacted at, nor the purpose of, a meeting need be specified in the waiver

of notice of such meeting.  Attendance of a person, either in person or by

proxy, at any meeting shall constitute a waiver of notice of the meeting, except

where the person attends the meeting for the express purpose of objecting, at

the beginning of the meeting, to the transaction of any business because the

meeting was not lawfully called or convened.

 

 

      6.3.   Board Action by Unanimous Written Consent.

 

          Any action required or permitted to be taken at a meeting of the

directors or of any committee of directors may be taken without a meeting if,

prior or subsequent to the action, a consent or consents thereto in writing

setting forth the action so taken is signed by all of the directors in office,

or by all of the members of such committee in office, as the case may be, and is

filed with the Secretary of the Corporation.

 

      6.4.   Meetings by Means of Conference Telephone.

 

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          One or more persons may participate in a meeting of the directors, or

of any committee of directors, but not a meeting of the shareholders, by means

of conference telephone or similar communications equipment by means of which

all persons participating in the meeting can hear each other.  Such

participation shall constitute presence in person at the meeting.

 

      6.5.   Modification of Proposals.

 

 

          Whenever the language of a proposed resolution is included in a

written notice of a meeting required to be given by statute or by the Articles

or Bylaws, the meeting considering the resolution may without further notice

adopt it with such clarifying or other amendments as do not enlarge its original

purpose.

 

 

                        7.   CERTAIN SHAREHOLDER RIGHTS

 

      7.1.   Inspection of Corporate Records.

 

 

          Every shareholder shall, upon written verified demand stating the

purpose thereof, have a right to examine, in person or by agent or attorney,

during the usual hours for business for any proper purpose, the share register,

books and records of account, and records of the proceedings of the

incorporations, shareholders and directors and to make copies or extracts

therefrom.  A proper purpose shall mean a purpose reasonably related to the

interest of the person as a shareholder.  In every instance where an attorney or

other agent is the person who seeks the right of inspection, the demand shall be

accompanied by a verified power of attorney or other writing that authorizes the

attorney or other agent to so act on behalf of the shareholder.  The demand

shall be directed to the Corporation at its registered office in Pennsylvania or

at its place of business wherever situated.

 

                            8.  GENERAL PROVISIONS

 

      8.1.   State of Incorporation.

 

 

          The Corporation is incorporated under the laws of the Commonwealth of

Pennsylvania.

 

      8.2.   Registered Office.

 

 

          The location and post office address of the registered office of the

Corporation in the Commonwealth of Pennsylvania shall be at 1004 McKee Road,

Oakdale, Pennsylvania  15071 until otherwise established by an amendment of the

Articles or by the Board of Directors and a record of such change is filed with

the Pennsylvania Department of State in the manner provided by law.

 

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      8.3.  Other Offices.

 

          The Corporation may also have offices at such other places within or

without the Commonwealth of Pennsylvania as the Board of Directors may from time

to time appoint or the business of the Corporation may require.

 

      8.4.  Corporate Seal.

 

 

          The Corporation may adopt a seal in such form as the Board of

Directors shall from time to time determine.

 

      8.5.  Fiscal Year.

 

 

          The fiscal year of the Corporation shall be as designated by the Board

of Directors from time to time.

 

 

AMENDMENT NO. 1

TO THE AMENDED AND RESTATED BYLAWS OF

IGATE CORPORATION

The Amended and Restated Bylaws of IGATE Corporation are hereby amended, effective April 23, 2015, to add the following new Section 8.6:

8.6. Exclusive Forum.

(a) Unless the Corporation consents in writing to the selection of an alternative forum, the United States District Court for the Middle District of Pennsylvania (and, to the extent the United States District Court for the Middle District of Pennsylvania does not have subject matter jurisdiction, the jurisdiction of the courts of the Commonwealth of Pennsylvania in Dauphin County) (any such court, a “Chosen Court”), shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the shareholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the BCL, the Articles or these Bylaws, (d) any action asserting a claim arising pursuant to, or involving any application, interpretation, enforcement or determination of validity of, any provision of the BCL or the Articles or these Bylaws, (e) any action or proceeding brought under 15 Pa.C.S. Subchapter 17G of the BCL (relating to judicial supervision of corporate action), (f) any action or proceeding brought under 15 Pa.C.S. Chapter 25 of BCL (relating to registered corporations) or (g) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. Any person holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be (i) deemed to have notice of and consented to the provisions of this Section 8.6, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 8.6. Without limiting any of the foregoing, nothing contained in this Section 8.6 is intended to limit or otherwise adversely impact any property right vested in the Corporation’s shareholders or is intended to limit, determine or address the merits or substance of any action or proceeding (including, whether any action or proceeding should be commenced or maintained against the Corporation or against any of the Corporation’s directors, officers, shareholders, employees or agents, or whether any particular type or form of remedy or relief should be sought or is available against the Corporation or against any of its directors, officers or employees), but instead, the provisions of this Section 8.6 are solely procedural in nature and govern only the exclusive location, forum and venue for the commencement of actions and proceedings expressly enumerated in clauses (a) through (g) above.

(b) If any action, the subject matter of which is within the scope of the first paragraph of this Section 8.6, is filed in a court other than a Chosen Court (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Chosen Courts in connection with any action brought in any such courts to enforce the first paragraph of this Section 8.6 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.


(c) If any provision or provisions of this Section 8.6 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 8.6 (including, without limitation, each portion of any sentence of this Section 8.6 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

 

 

[As Filed: 04-29-2015]