AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                  EXPEDIA, INC.

 

                                    ARTICLE I

 

                                     OFFICES

 

     Section 1. PRINCIPAL OFFICE. The registered office of Expedia, Inc. (the

"Corporation") shall be located in the City of Wilmington, County of New Castle,

State of Delaware.

 

     Section 2. OTHER OFFICES. The Corporation may also have offices at such

other places, both within and without the State of Delaware, as the Board of

Directors may from time to time determine or the business of the Corporation may

require.

 

                                   ARTICLE II

 

                                  STOCKHOLDERS

 

     Section 1. PLACE OF MEETING. Meetings of stockholders may be held at such

place, either within or without the State of Delaware, as may be designated by

the Board of Directors. If no designation is made, the place of the meeting

shall be the principal office of the Corporation.

 

     Section 2. ANNUAL MEETING. The annual meeting of the stockholders shall be

held at such date and time as may be fixed by resolution of the Board of

Directors.

 

     Section 3. SPECIAL MEETINGS. Special meetings of the stockholders may be

called by the Chairman of the Board or a majority of the Board of Directors.

 

     Section 4. NOTICE. Written notice stating the date, time and place, if any,

of the meeting, the means of remote communication, if any, by which stockholders

and proxy holders may be deemed to be present in person and vote at such

meeting, and in case of a special meeting, the purpose or purposes thereof,

shall be given to each stockholder entitled to vote thereat not less than ten

(10) nor more than sixty (60) days prior thereto, either personally or by mail,

facsimile, telegraph or other means of electronic communication, addressed to

each stockholder at his address as it appears on the records of the Corporation;

PROVIDED that notices to stockholders who share an address may be given in the

manner permitted by the General Corporation Law of the State of Delaware. If

mailed, such notice shall be deemed to be delivered when deposited in the United

States mail so addressed, with postage thereon prepaid. If notice be by

facsimile, telegram, or other means of electronic communication, such notice

shall be deemed to be given at the time provided in the General Corporation Law

of the State of Delaware. Such further notice shall be given as may be required

by law. Meetings may be held without notice if all stockholders entitled to vote

are present (unless any such stockholders are present for the purpose of

objecting to the meeting as lawfully called or convened), or if notice is waived

by those not present. Any previously scheduled meeting of the stockholders may

be postponed, and (unless the Certificate of Incorporation otherwise provides)

any special meeting of the stockholders may be canceled, by resolution of the

Board of Directors upon public notice given prior to the time previously

scheduled for such meeting of stockholders.

 

     Section 5. ADJOURNED MEETINGS. The Chairman of the meeting or a majority of

the voting power of the shares so represented may adjourn the meeting from time

to time, whether or not there is a quorum. When a meeting is adjourned to

another time or place, except as required by law, notice of the adjourned

meeting need not be given if the time, place, if any, thereof and the means of

remote communication, if any, by which stockholders and proxy holders may be

deemed to be present in person and vote at such meeting, are announced at the

meeting at which the adjournment is taken, if the adjournment is for not more

than thirty (30) days, and if no new record date is fixed for the adjourned

meeting. At the adjourned meeting the Corporation may transact any business that

might have been transacted at the original meeting.

 

     Section 6. QUORUM. Except as otherwise required by law, the holders of

shares representing a majority of the voting power of the Corporation entitled

to vote, present in person or represented by proxy, shall constitute a quorum at

all meetings of the stockholders for the transaction of business; PROVIDED,

HOWEVER, that where a separate vote by a class or series or classes or series is

required, a majority of the outstanding shares of such class or series or

classes or series shall constitute a quorum with respect to such vote. If a

quorum shall not be present or represented at any meeting of the stockholders,

the stockholders entitled to vote thereat, present in person or represented by

proxy, shall have the power to adjourn the meeting from time to time, without

notice other than announcement at the meeting, until a quorum shall be present

or represented. If at such adjourned meeting, a quorum shall be present or

represented, any business may be transacted that might have been transacted at

the meeting as originally notified.

 

     Section 7. VOTING. Except as otherwise provided in the Certificate of

Incorporation, each stockholder shall at every meeting of the stockholders be

entitled to vote in person or by proxy each share of the class of capital stock

having voting power held by such stockholder.

 

     Section 8. PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE. Election of

directors at all meetings of the stockholders at which directors are to be

elected shall be by ballot, and, subject to the rights of the holders of shares

of Preferred Stock to elect directors under specified circumstances, a plurality

of the votes cast thereat shall elect directors. Except as otherwise provided by

law, the Certificate of Incorporation, or these By-Laws, in all matters other

than the election of directors, the affirmative vote of a majority of the voting

power of the shares present in person or represented by proxy at the meeting and

entitled to vote on the matter shall be the act of the stockholders.

 

     Section 9. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS. The

Board of Directors by resolution shall appoint one or more inspectors, which

inspector or inspectors may include individuals who serve the Corporation in

other capacities, including, without limitation, as officers, employees, agents

or representatives, to act at the meetings of stockholders and make a written

report thereof. One or more persons may be designated as alternate inspectors to

replace any inspector who fails to act. If no inspector or alternate has been

appointed to act or 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 discharging the duties of an inspector,

shall take and sign an oath faithfully to execute the duties of inspector with

strict impartiality and according to the best of the inspector's ability. The

inspectors shall have the duties prescribed by law.

 

     The Chairman of the meeting shall fix and announce at the meeting the date

and time of the opening and the closing of the polls for each matter upon which

the stockholders will vote at a meeting.

 

     Section 10. ACTION WITHOUT MEETING. Any action required or permitted to be

taken at any annual or special meeting of stockholders may be taken without a

meeting, without prior notice and without a vote, if a consent in writing,

setting forth the action so taken, is signed by the holders of outstanding stock

having not less than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all of the shares entitled

to vote thereon were present and voted, PROVIDED that prompt notice of such

action shall be given to those stockholders who have not so consented in writing

to such action without a meeting and who would have been entitled to notice of

such meeting.

 

                                   ARTICLE III

 

                                    DIRECTORS

 

     Section 1. NUMBER AND TENURE. The business and affairs of the Corporation

shall be managed by the Board of Directors, the number thereof to be determined

from time to time by resolution of the Board of Directors. Each director shall

serve for a term of one year from the date of his election and until his

successor is elected. Directors need not be stockholders.

 

     Section 2. RESIGNATION OR REMOVAL. Any director may at any time resign by

delivering to the Board of Directors his resignation in writing. Any director or

the entire Board of Directors may at any time be removed effective immediately,

with or without cause, by the vote, either in person or represented by proxy, of

a majority of the voting power of shares of stock issued and outstanding of the

class or classes that elected such director and entitled to vote at a special

meeting held for such purpose or by the written consent of a majority of the

voting power of shares of stock issued and outstanding of the class or classes

that elected such director.

 

     Section 3. VACANCIES. Vacancies and newly created directorships resulting

from any increase in the authorized number of directors may be filled by the

vote of a majority of the remaining directors elected by the stockholders who

vote on such directorship, though less than a quorum, or a majority of the

voting power of shares of such stock issued and outstanding and entitled to vote

on such directorship at a special meeting held for such purpose or by the

written consent of a majority of the voting power of shares of such stock issued

and outstanding. The directors so chosen shall hold office until the next annual

election and until their respective successors are duly elected.

 

     Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors

shall be held at such dates, times and places as may be designated by the

Chairman of the Board, and shall be held at least once each year.

 

     Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may

be called by or at the request of the Chairman of the Board or a majority of the

directors. The person or persons calling a special meeting of the Board of

Directors may fix a place and time within or without the State of Delaware for

holding such meeting.

 

     Section 6. NOTICE. Notice of any regular meeting or a special meeting shall

be given to each director, either orally, by facsimile or other means of

electronic communication or by hand delivery, addressed to each director at his

address as it appears on the records of the Corporation. If notice be by

facsimile or other means of electronic communication, such notice shall be

deemed to be adequately delivered when the notice is transmitted at least

twenty-four (24) hours before such meeting. If by telephone or by hand delivery,

the notice shall be given at least twenty-four (24) hours prior to the time set

for the meeting. Neither the business to be transacted at, nor the purpose of,

any regular or special meeting of the Board of Directors need be specified in

the notice of such meeting. A meeting may be held at any time without notice if

all the directors are present or if those not present waive notice of the

meeting in accordance with Article IX of these By-Laws.

 

     Section 7. QUORUM. At all meetings of the Board of Directors, a majority of

the total number of directors shall constitute a quorum for the transaction of

business and, unless otherwise provided in the Certificate of Incorporation or

these By-Laws, the affirmative vote of a majority of the directors present at

any meeting at which there is a quorum shall be an act of the Board of

Directors. If a quorum is not present at any meeting of the Board of Directors,

the directors present may adjourn the meeting from time to time, without notice,

until a quorum shall be present. A director present at a meeting shall be

counted in determining the presence of a quorum, regardless of whether a

contract or transaction between the Corporation and any other corporation,

partnership, association, or other organization in which such director is a

director or officer or has a financial interest, is authorized or considered at

such meeting.

 

     Section 8. ACTION WITHOUT MEETING. Any action required or permitted to be

taken at any meeting of the Board of Directors or of any committee thereof may

be taken without a meeting if all members of the Board of Directors or such

committee, as the case may be, consent thereto in writing or by electronic

communication and such written consent or consents and copies of such

communication or communications are filed with the minutes of proceedings of the

Board of Directors or committee.

 

     Section 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of

Directors or any committee thereof may participate in a meeting of such Board of

Directors or committee by means of a conference telephone or other

communications equipment by means of which all persons participating in the

meeting can hear each other, and such participation in a meeting shall

constitute presence in person at such meeting.

 

     Section 10. COMMITTEES. The Board of Directors may from time to time

designate committees of the Board of Directors, with such lawfully delegable

powers and duties as it thereby confers, to serve at the pleasure of the Board

of Directors and shall, for those committees and any others provided for herein,

elect a director or directors to serve as the member or members, designating, if

it desires, other directors as alternate members who may replace any absent or

disqualified member at any meeting of the committee. In the absence or

disqualification of any member of any committee and any alternate member in his

place, the member or members of the committee present at the meeting and not

disqualified from voting, whether or not he or they constitute a quorum, may by

unanimous vote appoint another member of the Board of Directors to act at the

meeting in the place of the absent or disqualified member.

 

     Section 11. COMPENSATION OF DIRECTORS. The directors may be paid their

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

may be paid a fixed sum for attendance at each meeting of the Board of Directors

or a stated salary as director. No such payment shall preclude any director from

serving the Corporation in any other capacity and receiving compensation

therefor. Members of committees may be allowed like compensation for attending

committee meetings.

 

                                   ARTICLE IV

 

                                    OFFICERS

 

     Section 1. NUMBER AND SALARIES. The elected officers of the Corporation

shall consist of a Chairman of the Board (the "Chairman"), a Secretary, a

Treasurer, and such other officers and agents as may be deemed necessary by the

Board of Directors. Any two (2) or more offices may be held by the same person.

The Chairman shall appoint a Chief Executive Officer (the "CEO").

 

     Section 2. ELECTION AND TERM OF OFFICE. The elected officers of the

Corporation shall be elected by the Board of Directors at the first meeting of

the Board of Directors following the stockholders' annual meeting, and shall

serve for a term of one (1) year and until a successor is elected by the Board

of Directors. Unless otherwise provided in the Certificate of Incorporation or

these By-Laws, any officer appointed by the Board of Directors may be removed,

with or without cause, at any time by the Chairman or by the Board of Directors.

Each officer shall hold his office until his successor is appointed or until his

earlier resignation, removal from office, or death. All officers elected by the

Board of Directors shall each have such powers and duties as generally pertain

to their respective offices, subject to the specific provisions of this Article

IV. Such officers shall also have such powers and duties as from time to time

may be conferred by the Board of Directors or by any committee thereof. The

Board or any committee thereof may from time to time elect, or the Chairman may

appoint, such other officers (including a President, a Chief Financial Officer

and one or more Vice Presidents) and such agents, as may be necessary or

desirable for the conduct of the business of the Corporation. Such other

officers and agents shall have such duties and shall hold their offices for such

terms as shall be provided in these By-Laws or as may be prescribed by the Board

or such committee or by the Chairman, as the case may be.

 

     Section 3. THE CHAIRMAN OF THE BOARD. Except as otherwise provided in the

Certificate of Incorporation, the Chairman shall be elected by the Board of

Directors from their own numbers and shall preside at all meetings of the

stockholders and of the Board of Directors. The Chairman shall be the senior

executive officer of the Corporation. The Chairman shall perform such duties and

possess such powers as are customarily vested in the office of the Chairman of

the Board or as may be vested in him by the Board of Directors. During the time

of any vacancy in the office of CEO or in the event of the absence or disability

of the CEO, the

Chairman shall have the duties and powers of the CEO unless otherwise determined

by the Board of Directors. In no event shall any third party having dealings

with the Corporation be bound to inquire as to any facts required by the terms

of this Section 3 for the exercise by the Chairman of the powers of the CEO. The

Chairman shall be empowered to sign all certificates, contracts and other

instruments of the Corporation, and to do all acts that are authorized by the

Board of Directors, and shall, in general, have such other duties and

responsibilities as are assigned consistent with the authority of a Chairman of

the Board of a corporation. In addition, the Board of Directors may designate by

resolution one or more Vice Chairmen of the Board with such duties as may from

time to time be requested by the Board of Directors.

 

     Section 4. THE CHIEF EXECUTIVE OFFICER. The CEO shall be appointed by, and

report to, the Chairman. The CEO may be removed, with or without cause, at any

time by the Chairman. The CEO shall be responsible for the general management of

the affairs of the Corporation and shall perform all duties incidental to his

office. The CEO shall be empowered to sign all certificates, contracts and other

instruments of the Corporation, and to do all acts that are authorized by the

Board of Directors, and shall, in general, have such other duties and

responsibilities as are assigned consistent with the authority of a Chief

Executive Officer of a corporation.

 

     Section 5. THE PRESIDENT. The Board of Directors or the Chairman may elect

a President to have such duties and responsibilities as from time to time may be

assigned to him by the Chairman or the Board of Directors. The President shall

be empowered to sign all certificates, contracts and other instruments of the

Corporation, and to do all acts which are authorized by the Chairman or the

Board of Directors, and shall, in general, have such other duties and

responsibilities as are assigned consistent with the authority of a President of

a corporation.

 

     Section 6. CHIEF FINANCIAL OFFICER. The Chief Financial Officer (if any)

shall act in an executive financial capacity. The Chief Financial Officer shall

assist the Chairman of the Board, CEO and the President in the general

supervision of the Corporation's financial policies and affairs. The Chief

Financial Officer shall be empowered to sign all certificates, contracts and

other instruments of the Corporation, and to do all acts which are authorized by

the Chairman or the Board of Directors, and shall, in general, have such other

duties and responsibilities as are assigned consistent with the authority of a

Chief Financial Officer of a corporation.

 

     Section 7. VICE PRESIDENTS. The Board of Directors or the Chairman may from

time to time name one or more Vice Presidents that may include the designation

of Executive Vice Presidents and Senior Vice Presidents all of whom shall

perform such duties as from time to time may be assigned to him by the Chairman

or the Board of Directors.

 

     Section 8. THE SECRETARY. The Secretary shall keep the minutes of the

proceedings of the stockholders and the Board of Directors; the Secretary shall

give, or cause to be given, all notices in accordance with the provisions of

these By-Laws or as required by law, shall be custodian of the corporate records

and of the seal of the Corporation, and, in general, shall perform such other

duties as may from time to time be assigned by the Chairman or the Board of

Directors.

 

     Section 9. TREASURER. The Treasurer shall have the custody of the corporate

funds and securities, shall keep, or cause to be kept, correct and complete

books and records of account, including full and accurate accounts of receipts

and disbursements in books belonging to the Corporation, shall deposit all

monies and other valuable effects in the name and to the credit of the

Corporation in such depositories as may be designated by the Board of Directors,

and in general shall perform all duties incident to the office of Treasurer and

such other duties as from time to time may be assigned to him by the Chairman or

the Board of Directors.

 

                                   ARTICLE V

 

                              CERTIFICATES OF STOCK

 

     Section 1. SIGNATURE BY OFFICERS. Every holder of stock in the Corporation

shall be entitled to have a certificate signed by or in the name of the

Corporation by the Chairman, CEO or President, if any (or any Vice President),

and by the Treasurer or the Secretary of the Corporation, certifying the number

of shares owned by the stockholder in the Corporation.

 

     Section 2. FACSIMILE SIGNATURES. The signature of the Chairman, CEO,

President, Vice President, Treasurer or Secretary may be a facsimile. In case

any officer or officers who have signed, or whose facsimile signature or

signatures have been used on any such certificate or certificates shall cease to

be such officer or officers of the Corporation, whether because of death,

resignation or otherwise, before such certificate or certificates have been

delivered by the Corporation, such certificate or certificates may nevertheless

be adopted by the Corporation and be issued and delivered as though the person

or persons who signed such certificate or certificates or whose facsimile

signature or signatures have been used thereon had not ceased to be such officer

or officers of the Corporation.

 

     Section 3. LOST CERTIFICATES. The Board of Directors may direct that new

certificate(s) be issued by the Corporation to replace any certificate(s)

alleged to have been lost or destroyed, upon its receipt of an affidavit of that

fact by the person claiming the certificate(s) of stock to be lost or destroyed.

When authorizing such issue of new certificate(s), the Board of Directors may,

in its discretion and as a condition precedent to the issuance thereof, require

the owner of such lost or destroyed certificate(s), or such owner's legal

representative, to advertise the same in such manner as it shall require and/or

to give the Corporation a bond in such sum as it may direct as indemnity against

any claim that may be made against the Corporation with respect to the

certificate(s) alleged to have been lost or destroyed.

 

     Section 4. TRANSFER OF STOCK. Upon surrender to the Corporation or its

transfer agent of a certificate for shares duly endorsed or accompanied by

proper evidence of succession, assignment or authority to transfer, the

Corporation shall issue a new certificate to the person entitled thereto, cancel

the old certificate and record the transaction upon its books.

 

     Section 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. In order

that the Corporation may determine the stockholders entitled to notice of or to

vote at any meeting of stockholders, or to receive payment of any dividend or

other distribution or allotment of any rights or to exercise any rights in

respect of any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix a record date, which

record date shall not precede the date on which the resolution fixing the record

date is adopted and, in the case of a meeting of stockholders, which record date

shall not be more than sixty (60) nor less than ten (10) days before the date of

any meeting of stockholders, nor more than sixty (60) days prior to the time for

such other action as hereinbefore described; PROVIDED, HOWEVER, that if no

record date is fixed by the Board of Directors, the record date for determining

stockholders entitled to notice of or to vote at a meeting of stockholders shall

be at the close of business on the day next preceding the day on which notice is

given or, if notice is waived, at the close of business on the day next

preceding the day on which the meeting is held, and, for determining

stockholders entitled to receive payment of any dividend or other distribution

or allotment of rights or to exercise any rights of change, conversion or

exchange of stock or for any other purpose, the record date shall be at the

close of business on the day on which the Board of Directors adopts a resolution

relating thereto.

 

     A determination of stockholders of record entitled to notice of or to vote

at a meeting of stockholders shall apply to any adjournment of the meeting;

PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the

adjourned meeting.

 

     In order that the Corporation may determine the stockholders entitled to

consent to corporate action without a meeting (including by telegram, cablegram

or other electronic communication as permitted by law), the Board of Directors

may fix a record date, which shall not precede the date upon which the

resolution fixing the record date is adopted by the Board of Directors, and

which record date shall be not more than ten (10) days after the date upon which

the resolution fixing the record date is adopted. If no record date has been

fixed by the Board of Directors and no prior action by the Board of Directors is

required by the General Corporation Law of the State of Delaware, the record

date shall be the first date on which a consent setting forth the action taken

or proposed to be taken is delivered to the Corporation in the manner prescribed

by Article I, Section 10 hereof. If no record date has been fixed by the Board

of Directors and prior action by the Board of Directors is required by the

General Corporation Law of the State of Delaware with respect to the proposed

action by consent of the stockholders without a meeting, the record date for

determining stockholders entitled to consent to corporate action without a

meeting shall be at the close of business on the day on which the Board of

Directors adopts the resolution taking such prior action.

 

     Section 6. 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. Except as otherwise

provided by law, the Corporation shall not be bound to recognize any equitable

or other claim to or interest in such shares on the part of any other person

whether or not it shall have express or other notice thereof.

 

                                   ARTICLE VI

 

                      CONTRACT, LOANS, CHECKS, AND DEPOSITS

 

     Section 1. CONTRACTS. When the execution of any contract or other

instrument has been authorized by the Board of Directors without specification

of the executing officers, the Chairman, the CEO, the President, any Vice

President, the Treasurer and the Secretary, may

execute the same in the name of and on behalf of the Corporation and may affix

the corporate seal thereto.

 

     Section 2. LOANS. No loans shall be contracted on behalf of the Corporation

and no evidence of indebtedness shall be issued in its name unless authorized by

a resolution of the Board of Directors.

 

     Section 3. CHECKS. All checks or demands for money and notes of the

Corporation shall be signed by such officer or officers or such other person or

persons as the Board of Directors may from time to time designate.

 

     Section 4. ACCOUNTS. Bank accounts of the Corporation shall be opened, and

deposits made thereto, by such officers or other persons as the Board of

Directors may from time to time designate.

 

                                  ARTICLE VII

 

                                   DIVIDENDS

 

     Section 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any, of

the Certificate of Incorporation, dividends upon the capital stock of the

Corporation 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

contractual rights, or in shares of the Corporation's capital stock.

 

     Section 2. RESERVES. 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 Board of Directors from time to time, in its absolute discretion, thinks

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 purpose as the Board of Directors shall think conducive to the

interests of the Corporation, and the Board of Directors may modify or abolish

any such reserve in the manner in which it was created.

 

                                  ARTICLE VIII

 

                                   FISCAL YEAR

 

     The fiscal year of the Corporation shall be established by the Board of

Directors.

 

                                   ARTICLE IX

 

                                WAIVER OF NOTICE

 

     Whenever any notice whatever is required to be given by law, the

Certificate of Incorporation or these By-Laws, a written waiver thereof, signed

by the person or persons entitled to such notice, or a waiver by electronic

communications by such person or persons whether before or after the time stated

therein, shall be deemed equivalent to the giving of such notice. Neither the

business to be conducted at, nor the purpose of such meeting, need be specified

in such waiver. Attendance of a person at a meeting shall constitute a waiver of

notice of such meeting, except where a person attends a meeting for the express purpose

of objecting at the beginning of the meeting, to the transaction of any business

because the meeting is not lawfully called or convened.

 

                                    ARTICLE X

 

                                      SEAL

 

     The corporate seal shall have inscribed thereon the name of the

Corporation, the year of its organization, and the words "Corporate Seal,

Delaware". The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or otherwise reproduced.

 

                                   ARTICLE XI

 

                                   AMENDMENTS

 

     Except as expressly provided otherwise by the General Corporation Law of

the State of Delaware, the Certificate of Incorporation, or other provisions of

these By-Laws, these By-Laws may be altered, amended or repealed and new By-Laws

adopted at any regular or special meeting of the Board of Directors by an

affirmative vote of a majority of all directors.

 

                                  ARTICLE XII

 

                          INDEMNIFICATION AND INSURANCE

 

     Section 1. INDEMNIFICATION. (A) Each person who was or is made a party or

is threatened to be made a party to or is involved in any action, suit, or

proceeding, whether civil, criminal, administrative or investigative

(hereinafter a "proceeding"), by reason of the fact that he or a person of whom

he is the legal representative is or was a director or officer of the

Corporation, or is or was a director or officer of the Corporation serving at

the request of the Corporation as a director, officer or trustee of another

corporation or of a partnership, joint venture, trust, employee benefit plan

maintained or sponsored by the Corporation or other enterprise (whether the

basis of such proceeding is alleged action in an official capacity as a

director, officer or trustee or in any other capacity while serving as a

director, officer or trustee) (each such person, an "indemnitee"), shall be

indemnified and held harmless by the Corporation to the fullest extent

authorized by the General Corporation Law of the State of Delaware as the same

exists or may hereafter be amended (but, in the case of any such amendment, only

to the extent that such amendment permits the Corporation to provide broader

indemnification rights than said law permitted the Corporation to provide prior

to such amendment), against all expense, liability and loss (including

attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts

paid or to be paid in settlement) reasonably incurred or suffered by such person

in connection therewith and such indemnification shall continue as to a person

who has ceased to be a director, officer or trustee and shall inure to the

benefit of his heirs, executors and administrators; PROVIDED, HOWEVER, that

except as provided in paragraph (C) of this By-Law, the Corporation shall

indemnify any such person seeking indemnification in connection with a

proceeding (or part thereof) initiated by such person only if such proceeding

(or part thereof) was authorized by the Board of Directors. The right to

indemnification conferred in this By-Law

shall be a contract right and shall include the right to be paid by the

Corporation the expenses incurred in defending any such proceeding in advance of

its final disposition, such advances to be paid by the Corporation within 20

days after the receipt by the Corporation of a statement or statements from the

claimant requesting such advance or advances from time to time; PROVIDED,

HOWEVER, that if the General Corporation Law of the State of Delaware requires,

the payment of such expenses incurred by a director or officer in his capacity

as a director or officer (and not in any other capacity in which service was or

is rendered by such person while a director or officer, including, without

limitation, service to an employee benefit plan) in advance of the final

disposition of a proceeding, shall be made only upon delivery to the Corporation

of an undertaking by or on behalf of such director or officer, to repay all

amounts so advanced if it shall ultimately be determined that such director or

officer is not entitled to be indemnified under this By-Law or otherwise.

 

          (B) To obtain indemnification under this By-Law, a claimant shall

     submit to the Corporation a written request, including therein or therewith

     such documentation and information as is reasonably available to the

     claimant and is reasonably necessary to determine whether and to what

     extent the claimant is entitled to indemnification. Upon written request by

     a claimant for indemnification pursuant to the first sentence of this

     paragraph (B), a determination, if required by applicable law, with respect

     to the claimant's entitlement thereto shall be made as follows: (1) if

     requested by the claimant, by Independent Counsel (as hereinafter defined),

     or (2) if no request is made by the claimant for a determination by

     Independent Counsel, (i) by the Board of Directors by a majority vote of

     the Disinterested Directors (as hereinafter defined), even though less than

     a quorum, or (ii) by a committee of Disinterested Directors designated by

     majority vote of the Disinterested Directors, even though less than a

     quorum, or (iii) if there are no Disinterested Directors or the

     Disinterested Directors so direct, by Independent Counsel in a written

     opinion to the Board of Directors, a copy of which shall be delivered to

     the claimant, or (iv) if a quorum of Disinterested Directors so directs, by

     the stockholders of the Corporation. If it is so determined that the

     claimant is entitled to indemnification, payment to the claimant shall be

     made within 10 days after such determination.

 

          (C) If a claim under paragraph (A) of this By-Law is not paid in full

     by the Corporation within 30 days after a written claim pursuant to

     paragraph (B) of this By-Law has been received by the Corporation, the

     claimant may at any time thereafter bring suit against the Corporation to

     recover the unpaid amount of the claim and, if successful in whole or in

     part, the claimant shall be entitled to be paid also the expense of

     prosecuting such claim. It shall be a defense to any such action (other

     than an action brought to enforce a claim for expenses incurred in

     defending any proceeding in advance of its final disposition where the

     required undertaking, if any is required, has been tendered to the

     Corporation) that the claimant has not met the standard of conduct which

     makes it permissible under the General Corporation Law of the State of

     Delaware for the Corporation to indemnify the claimant for the amount

     claimed, but the burden of proving such defense shall be on the

     Corporation. Neither the failure of the Corporation (including the

     Disinterested Directors, Independent Counsel or stockholders) to have made

     a determination prior to the commencement of such action that

     indemnification of the claimant is proper in the circumstances because he

     has met the applicable standard of conduct set forth in the General

     Corporation Law of the State of Delaware, nor an actual

     determination by the Corporation (including the Disinterested Directors,

     Independent Counsel or stockholders) that the claimant has not met such

     applicable standard of conduct, shall be a defense to the action or create

     a presumption that the claimant has not met the applicable standard of

     conduct.

 

          (D) If a determination shall have been made pursuant to paragraph (B)

     of this By-Law that the claimant is entitled to indemnification, the

     Corporation shall be bound by such determination in any judicial proceeding

     commenced pursuant to paragraph (C) of this By-Law.

 

          (E) The Corporation shall be precluded from asserting in any judicial

     proceeding commenced pursuant to paragraph (C) of this By-Law that the

     procedures and presumptions of this By-Law are not valid, binding and

     enforceable and shall stipulate in such proceeding that the Corporation is

     bound by all the provisions of this By-Law.

 

          (F) The right to indemnification and the payment of expenses incurred

     in defending a proceeding in advance of its final disposition conferred in

     this By-Law shall not be exclusive of any other right which any person may

     have or hereafter acquire under any statute, provision of the Certificate

     of Incorporation, By-Laws, agreement, vote of stockholders or Disinterested

     Directors or otherwise. No repeal or modification of this By-Law shall in

     any way diminish or adversely affect the rights of any director, officer,

     employee or agent of the Corporation hereunder in respect of any occurrence

     or matter arising prior to any such repeal or modification.

 

          (G) The Corporation may, to the extent authorized from time to time by

     the Board of Directors, grant rights to indemnification, and rights to be

     paid by the Corporation the expenses incurred in defending any proceeding

     in advance of its final disposition, to any employee or agent of the

     Corporation to the fullest extent of the provisions of this By-Law with

     respect to the indemnification and advancement of expenses of directors and

     officers of the Corporation.

 

          (H) If any provision or provisions of this By-Law shall be held to be

     invalid, illegal or unenforceable for any reason whatsoever: (1) the

     validity, legality and enforceability of the remaining provisions of this

     By-Law (including, without limitation, each portion of any paragraph of

     this By-Law containing any such provision held to be invalid, illegal or

     unenforceable, that is not itself held to be invalid, illegal or

     unenforceable) shall not in any way be affected or impaired thereby; and

     (2) to the fullest extent possible, the provisions of this By-Law

     (including, without limitation, each such portion of any paragraph of this

     By-Law containing any such provision held to be invalid, illegal or

     unenforceable) shall be construed so as to give effect to the intent

     manifested by the provision held invalid, illegal or unenforceable.

 

          (I) For purposes of this By-Law:

 

               (i) "Disinterested Director" means a director of the Corporation

          who is not and was not a party to the matter in respect of which

          indemnification is sought by the claimant.

 

               (ii) "Independent Counsel" means a law firm, a member of a law

          firm, or an independent practitioner, selected by the Disinterested

          Directors, that is experienced in matters of corporation law and shall

          include any person who, under the applicable standards of professional

          conduct then prevailing, would not have a conflict of interest in

          representing either the Corporation or the claimant in an action to

          determine the claimant's rights under this By-Law.

 

          (J) Any notice, request or other communication required or permitted

     to be given to the Corporation under this By-Law shall be in writing and

     either delivered in person or sent by telecopy, telex, telegram, overnight

     mail or courier service, or certified or registered mail, postage prepaid,

     return receipt requested, to the Secretary of the Corporation and shall be

     effective only upon receipt by the Secretary.

 

     Section 2. INSURANCE. The Corporation may maintain insurance, at its

expense, to protect itself and any director or officer of the Corporation or any

director, officer, trustee, employee or agent of another corporation, or of a

partnership, joint venture, trust, employee benefit plan or other enterprise

against any expense, liability or loss, whether or not the Corporation would

have the power to indemnify such person against such expense, liability or loss

under the General Corporation Law of the State of Delaware. To the extent that

the Corporation maintains any policy or policies providing such insurance, each

such director or officer and trustee, and each such agent or employee to which

rights to indemnification have been granted as provided in paragraph (G) of

Section 1 of this By-Law, shall be covered by such policy or policies in

accordance with its or their terms to the maximum extent of the coverage

thereunder for any such director, officer, trustee, employee or agent.

[As Filed: 08/15/2005]