EXHIBIT 3.4
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AMENDED AND RESTATED BYLAWS
OF
ABERCROMBIE & FITCH CO.

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meeting. The annual meeting of the stockholders of
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this corporation, for the purpose of fixing or changing the number of directors
of the corporation, electing directors and transacting such other business as
may come before the meeting, shall be held on such date, at such time and at
such place as may be designated by the Board of Directors.

Section 1.02. Special Meetings. Special meetings of the stockholders
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may be called at any time by the chairman of the board, or in case of the death,
absence or disability of the chairman of the board, the president, or in case of
the president's death, absence, or disability, the vice president, if any,
authorized to exercise the authority of the president, or a majority of the
Board of Directors acting with or without a meeting; provided, that if and to
the extent that any special meeting of stockholders may be called by any other
person or persons specified in any provision of the certificate of incorporation
or any amendment thereto or any certificate filed under Section 151(g) of the
Delaware General Corporation Law (or its successor statute as in effect from
time to time), then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.

Section 1.03. Place of Meetings. Meetings of stockholders shall be held
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at the principal office of the corporation in the State of Ohio, unless the
Board of Directors decides that a meeting shall be held at some other place and
causes the notice thereof to so state. The Board of Directors may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place but may instead be held solely by means of remote communication satisfying
the applicable provisions of the Delaware General Corporation Law (or its
successor statute as in effect from time to time).

Section 1.04. Notice of Meetings. (a) Unless waived, a written notice
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of each annual or special meeting, stating the place, if any, date, hour and the
means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such meeting as well as the
purpose or purposes of such meeting shall be given to each stockholder of record
entitled to vote or entitled to notice, not more than 60 days nor less than 10
days before any such meeting. If mailed, such notice shall be directed to a
stockholder at his or her address as the same appears on the records of the
corporation. Notice to a stockholder shall also be effective if given by a form
of electronic transmission consented to by the stockholder to whom the notice is
given in the manner provided for in the applicable provisions of the Delaware
General Corporation Law (or its successor statute as in effect from time to
time). If a meeting is adjourned to another time or place and such adjournment
is for 30 days or less and no new record date is fixed for the adjourned
meeting, no further notice as to such adjourned meeting need be given if the
time and place, if any, to which it is adjourned and the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such adjourned meeting are fixed and announced
at such meeting. In the event of a transfer of shares after notice has been
given and prior to the holding of the meeting, it shall not be necessary to
serve notice on the transferee. If the adjournment is for more than 30 days, or
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

(b) A written waiver of any such notice signed by the person entitled
thereto, or a waiver by electronic transmission by the person entitled to any
such notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when 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 is not lawfully called or
convened. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

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Section 1.05. Fixing Date for Determination of Stockholders of Record.
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In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action. If the Board shall not fix such a
record date, (i) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be 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 (ii) in any case involving the determination of stockholders for any
purpose other than notice of or voting at a meeting of stockholders, the record
date for determining stockholders for such purpose shall be the close of
business on the day on which the Board of Directors shall adopt the resolution
relating thereto. Determination of stockholders entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 1.06. Organization. At each meeting of the stockholders, the
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chairman of the board, or in his absence, the president, or, in his absence, any
vice-president, or, in the absence of the chairman of the board, the president
and a vice-president, a chairman chosen by a majority in interest of the
stockholders present in person or by proxy and entitled to vote, shall act as
chairman of the meeting; and the secretary of the corporation, or, if the
secretary of the corporation not be present, the assistant secretary, or if the
secretary and the assistant secretary not be present, any person whom the
chairman of the meeting shall appoint, shall act as secretary of the meeting.

Section 1.07. Quorum. A stockholders' meeting duly called shall not be
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organized for the transaction of business unless a quorum is present. Except as
otherwise expressly provided by law, the certificate of incorporation, these
Bylaws, or any certificate filed under Section 151(g) of the Delaware General
Corporation Law (or its successor statute as in effect from time to time), (i)
at any meeting called by the Board of Directors, the presence in person or by
proxy of holders of record entitling them to exercise at least one-third of the
voting power of the corporation shall constitute a quorum for such meeting and
(ii) at any meeting called other than by the Board of Directors, the presence in
person or by proxy of holders of record entitling them to exercise at least a
majority of the voting power of the corporation shall constitute a quorum for
such meeting. The stockholders present at a duly organized meeting can continue
to do business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. If a meeting cannot be organized
because a quorum has not attended, a majority in voting interest of the
stockholders present may adjourn, or, in the absence of a decision by the
majority, any officer entitled to preside at such meeting may adjourn, the
meeting from time to time to such time (not more than 30 days after the
previously adjourned meeting) and place as they (or he) may determine, without
notice other than by announcement at the meeting of the time and place, if any,
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting. At any such adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally called.

Section 1.08. Order of Business and Procedure. The order of business at
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all meetings of the stockholders and all matters relating to the manner of
conducting the meeting shall be determined by the chairman of the meeting.
Meetings shall be conducted in a manner designed to accomplish the business of
the meeting in a prompt and orderly fashion and to be fair and equitable to all
stockholders, but it shall not be necessary to follow any manual of
parliamentary procedure.

Section 1.09. Advance Notice of Stockholder Proposals. In order to
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properly submit any business to an annual meeting of stockholders, a stockholder
must give timely notice in writing to the secretary of the corporation. To be
considered timely, a stockholder's notice must be delivered either in person or
by United States certified mail, postage prepaid, and received at the principal
executive offices of the corporation (a) not less than 120 days nor more than
150 days before the first anniversary date of the corporation's proxy statement
in connection with the last annual meeting of stockholders or (b) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at the
time of the previous year's proxy statement, not less than a reasonable time, as
determined by the Board of Directors, prior to the date of the applicable annual
meeting.

Nomination of persons for election to the Board of Directors may be
made by the Board of Directors or any committee designated by the Board of
Directors or by any stockholder entitled to vote for the election

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of directors at the applicable meeting of stockholders. However, nominations
other than those made by the Board of Directors or its designated committee must
comply with the procedures set forth in this Section 1.09, and no person shall
be eligible for election as a director unless nominated in accordance with the
terms of this Section 1.09.

A stockholder may nominate a person or persons for election to the
Board of Directors by giving written notice to the secretary of the corporation
in accordance with the procedures set forth above. In addition to the timeliness
requirements set forth above for notice to the corporation by a stockholder of
business to be submitted at an annual meeting of stockholders, with respect to
any special meeting of stockholders called for the election of directors,
written notice must be delivered in the manner specified above and not later
than the close of business on the seventh day following the date on which notice
of such meeting is first given to stockholders.

The secretary of the corporation shall deliver any stockholder
proposals and nominations received in a timely manner for review by the Board of
Directors or a committee designated by the Board of Directors.

A stockholder's notice to submit business to an annual meeting of
stockholders shall set forth (i) the name and address of the stockholder, (ii)
the class and number of shares of stock beneficially owned by such stockholder,
(iii) the name in which such shares are registered on the stock transfer books
of the corporation, (iv) a representation that the stockholder intends to appear
at the meeting in person or by proxy to submit the business specified in such
notice, (v) any material interest of the stockholder in the business to be
submitted and (vi) a brief description of the business desired to be submitted
to the annual meeting, including the complete text of any resolutions to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting. In addition, the stockholder making such proposal shall
promptly provide any other information reasonably requested by the corporation.

In addition to the information required above to be given by a
stockholder who intends to submit business to a meeting of stockholders, if the
business to be submitted is the nomination of a person or persons for election
to the Board of Directors, then such stockholder's notice must also set forth,
as to each person whom the stockholder proposes to nominate for election as a
director, (a) the name, age, business address and, if known, residence address
of such person, (b) the principal occupation or employment of such person, (c)
the class and number of shares of stock of the corporation which are
beneficially owned by such person, (d) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors or is otherwise required by the rules and regulations of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, (e) the written consent of such person to be named in the
proxy statement as a nominee and to serve as a director if elected and (f) a
description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder.

Any person nominated for election as director by the Board of Directors
or any committee designated by the Board of Directors shall, upon the request of
the Board of Directors or such committee, furnish to the secretary of the
corporation all such information pertaining to such person that is required to
be set forth in a stockholder's notice of nomination.

Notwithstanding the foregoing provisions of this Section 1.09, a
stockholder who seeks to have any proposal included in the corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended.

Section 1.10. Voting. (a) Each stockholder shall, at each meeting of
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the stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the corporation having voting rights on the
matter in question and which shall have been held by him and registered in his
name on the books of the corporation on the date fixed pursuant to Section 1.05
of these Bylaws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting.

(b) Shares of its own stock belonging to the corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held, directly or indirectly,
by the corporation, shall neither be entitled to vote nor be counted for quorum
purposes.

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(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in writing
signed by such stockholder or by his attorney thereunto authorized or appointed
in any other manner permitted by the law of Delaware. Any such instrument in
writing or record of any such appointment shall be filed with or received by the
secretary of the meeting in sufficient time to permit the necessary examination
and tabulation thereof before the vote is taken. No appointment of a proxy shall
be valid after the expiration of three years after it is made unless the writing
or other communication or transmission which appoints such proxy specifies the
length of time it is to continue in force. At any meeting of the stockholders
all matters, except as otherwise provided in the certificate of incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and voting thereon, a
quorum being present. The vote at any meeting of the stockholders on any
question need not be by ballot, unless so directed by the chairman of the
meeting or required by the certificate of incorporation. On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by his proxy, if there
be such proxy, and shall state the number of shares voted.

Section 1.11. Inspectors. The Board of Directors, in advance of any
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meeting of the stockholders, shall appoint one or more inspectors to act at the
meeting and make a written report thereof. If any person so appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at the
meeting with strict impartiality and according to the best of his ability. The
inspectors so appointed shall (a) ascertain the number of shares outstanding and
the voting power of each; (b) determine the shares represented at the meeting
and the validity of proxies and ballots; (c) count all votes and ballots; (d)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors; and (e) certify their
determination of the number of shares represented at the meeting and their count
of all votes and ballots. Any report or certificate made by the inspectors shall
be prima facie evidence of the facts stated and of the vote as certified by
them.

Section 1.12. List of Stockholders. The officer who has charge of the
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stock ledger of the corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Nothing contained in this Section shall require the corporation to
include electronic mail addresses or other electronic contact information on
such list. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, for a period of at least 10 days prior to
the meeting(a) on a reasonably accessible electronic network, provided that
the information to gain access to such list is provided with the notice of the
meeting, or (b) during ordinary business hours, at the principal place of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers of Board. The powers of the corporation
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shall be exercised, its business and affairs conducted, and its property
controlled by or under the direction of the Board of Directors, except as
otherwise provided by the law of Delaware or in the certificate of
incorporation.

Section 2.02. Number of Directors. The number of directors of the
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corporation (exclusive of directors to be elected by the holders of any one or
more series of Preferred Stock voting separately as a class or classes) shall
not be less than four nor more than nine, the exact number of directors to be
such number as may be set from time to time within the limits set forth above by
resolution adopted by affirmative vote of a majority of the whole Board. As used
in these Bylaws, the term "whole Board" means the total number of directors
which the corporation would have if there were no vacancies.

Section 2.03. Election of Directors. At each meeting of the
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stockholders for the election of directors, the persons receiving the greatest
number of votes shall be the directors. Directors need not be stockholders.

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Section 2.04. Nominations.
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2.04.1. Nominations for the election of directors may be made by
the Board of Directors or any committee designated by the Board of Directors or
by any stockholder entitled to vote for the election of directors at the
applicable meeting of stockholders.

2.04.2. Such nominations, if not made by the Board of Directors
or its designated committee, shall be made in accordance with the procedures set
forth in Section 1.09 of these Bylaws.

2.04.3. Notice of nominations which are proposed by the Board of
Directors or its designated committee shall be given on behalf of the Board or
such committee by the chairman of the meeting.

2.04.4. The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the required procedures, and if the chairman should so
determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

Section 2.05. Resignations. Any director of the corporation may resign
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at any time by giving written notice or notice by electronic transmission to the
chairman of the board or the secretary of the corporation. Such resignation
shall take effect at the time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 2.06. Vacancies. In the event that any vacancy shall occur in
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the Board of Directors, whether because of death, resignation, removal, newly
created directorships resulting from any increase in the authorized number of
directors, the failure of the stockholders to elect the whole authorized number
of directors, or any other reason, such vacancy may be filled by the vote of a
majority of the directors then in office, although less than a quorum. A
director elected to fill a vacancy, other than a newly created directorship,
shall hold office for the unexpired term of his predecessor. Whenever the
holders of any class or classes of stock or series thereof are entitled to elect
one or more directors by the certificate of incorporation, vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.

Section 2.07. Removal of Directors. Directors may be removed only as
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provided in the certificate of incorporation.

Section 2.08. Place of Meeting, etc. The Board of Directors may hold
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any of its meetings at the principal office of the corporation or at such other
place or places as the Board of Directors (or the chairman in the absence of a
determination by the Board of Directors) may from time to time designate.
Directors may participate in any regular or special meeting of the Board of
Directors by means of conference telephone or other communications equipment
pursuant to which all persons participating in the meeting of the Board of
Directors can hear each other and such participation shall constitute presence
in person at such meeting.

Section 2.09. Annual Meeting. A regular annual meeting of the Board of
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Directors shall be held each year at the same place as and immediately after the
annual meeting of stockholders, or at such other place and time as shall
theretofore have been determined by the Board of Directors and notice thereof
need not be given. At its regular annual meeting, the Board of Directors shall
organize itself and elect the officers of the corporation for the ensuing year,
and may transact any other business.

Section 2.10. Regular Meetings. Regular meetings of the Board of
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Directors may be held at such intervals at such time as shall from time to time
be determined by the Board of Directors. After such determination and notice
thereof has been once given to each person then a member of the Board of
Directors, regular meetings may be held at such intervals and time and place
without further notice being given.

Section 2.11. Special Meetings. Special meetings of the Board of
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Directors may be called at any time by the Board of Directors or by the chairman
of the board or by a majority of directors then in office to be held on such day
and at such time as shall be specified by the person or persons calling the
meeting.

Section 2.12. Notice of Meetings. Notice of each special meeting or,
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where required, each regular meeting, of the Board of Directors shall be given
to each director either by being mailed on at least the third day prior to the
date of the meeting or by being telegraphed, faxed or given personally or by
telephone on at least 24 hours notice

<PAGE>

prior to the date of meeting. Such notice shall specify the place, date and hour
of the meeting and, if it is for a special meeting, the purpose or purposes for
which the meeting is called. At any meeting of the Board of Directors at which
every director shall be present, even though without such notice, any business
may be transacted. Any acts or proceedings taken at a meeting of the Board of
Directors not validly called or constituted may be made valid and fully
effective by ratification at a subsequent meeting which shall be legally and
validly called or constituted. Notice of any regular meeting of the Board of
Directors need not state the purpose of the meeting and, at any regular meeting
duly held, any business may be transacted. If the notice of a special meeting
shall state as a purpose of the meeting the transaction of any business that may
come before the meeting, then at the meeting any business may be transacted,
whether or not referred to in the notice thereof. A written waiver of notice of
a special or regular meeting, signed by the person or persons entitled to such
notice, whether before or after the time stated therein shall be deemed the
equivalent of such notice, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends
the meeting and prior to or at the commencement of such meeting protests the
lack of proper notice.

Section 2.13. Quorum and Voting. At all meetings of the Board of
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Directors, the presence of a majority of the directors then in office shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the certificate of incorporation, or these Bylaws, the vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. At all meetings of the Board of
Directors, each director shall have one vote.

Section 2.14. Committees. The Board of Directors may appoint an
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executive committee and any other committee of the Board of Directors, to
consist of one or more directors of the corporation, and may delegate to any
such committee any of the authority of the Board of Directors, however
conferred, other than the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the Bylaws of the corporation. No committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock unless the
resolution creating such committee expressly so provides. Each such committee
shall serve at the pleasure of the Board of Directors, shall act only in the
intervals between meetings of the Board of Directors and shall be subject to the
control and direction of the Board of Directors. Any such committee may act by a
majority of its members at a meeting or without a meeting if all members of the
committee consent to the action in writing or by electronic transmission. Any
such committee shall keep written minutes of its meetings and report the same to
the Board of Directors at the next regular meeting of the Board of Directors.

Section 2.15. Compensation. The Board of Directors may, by resolution
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passed by a majority of those in office, fix the compensation of directors for
service in any capacity and may fix fees for attendance at meetings and may
authorize the corporation to pay the traveling and other expenses of directors
incident to their attendance at meetings, or may delegate such authority to a
committee of the Board of Directors.

Section 2.16. Action by Consent. Any action required or permitted to be
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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 or of such committee, as
the case may be, consent thereto in writing or by electronic transmission, and
the writing(s) or electronic transmission(s) are filed with the minutes of
proceedings of the Board or such committee.


ARTICLE III

OFFICERS

Section 3.01. General Provisions. The principal officers of the
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corporation shall be the chairman of the board (who shall be a director), a
president (who shall be a director), such number of vice-presidents as the Board
of Directors may from time to time determine, a secretary and a treasurer. Any
person may hold any two or more offices and perform the duties thereof, except
the offices of president and vice-president or the offices of president and
secretary.

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Section 3.02. Election, Terms of Office, and Qualification. The
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officers of the corporation named in Section 3.01 of this Article III shall be
elected by the Board of Directors for an indeterminate term and shall hold
office at the pleasure of the Board of Directors.

Section 3.03. Additional Officers, Agents, etc. In addition to the
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officers mentioned in Section 3.01 of this Article III, the corporation may have
such other officers or agents as the Board of Directors may deem necessary and
may appoint, each of whom shall hold office for such period, have such authority
and perform such duties as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer the power to
appoint any subordinate officers or agents. In the absence of any officer of the
corporation, or for any other reason the Board of Directors may deem sufficient,
the Board of Directors may delegate, for the time being, the powers and duties,
or any of them, of such officer to any other officer, or to any director.

Section 3.04. Removal. Except as set forth below, any officer of the
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corporation may be removed, either with or without cause, at any time, by
resolution adopted by the Board of Directors at any meeting, the notice (or
waivers of notice) of which shall have specified that such removal action was to
be considered. Any officer appointed not by the Board of Directors but by an
officer or committee to which the Board of Directors shall have delegated the
power of appointment may be removed, with or without cause, by the committee or
superior officer (including successors) who made the appointment, or by any
committee or officer upon whom such power of removal may be conferred by the
Board of Directors.

Section 3.05. Resignations. Any officer may resign at any time by
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giving written notice to the Board of Directors, or to the chairman of the
board, the president, or the secretary of the corporation. Any such resignation
shall take effect at the time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 3.06. Vacancies. A vacancy in any office because of death,
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resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these Bylaws for regular appointments or elections to such
office.


ARTICLE IV

DUTIES OF THE OFFICERS

Section 4.01. The Chairman of the Board. The chairman of the board
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shall have general supervision over the property, business and affairs of the
corporation and over its several officers, subject, however, to the control of
the Board of Directors. The chairman of the board shall, if present, preside at
all meetings of the stockholders and of the Board of Directors. The chairman of
the board may sign, with the secretary, treasurer or any other proper officer of
the corporation thereunto authorized by the Board of Directors, certificates for
shares in the corporation. The chairman of the board may also sign, execute and
deliver in the name of the corporation all deeds, mortgages, bonds, leases,
contracts or other instruments either when specially authorized by the Board of
Directors or when required or deemed necessary or advisable by him in the
conduct of the corporation's normal business, except in cases where the signing
and execution thereof shall be expressly delegated by these Bylaws or the Board
of Directors to some other officer or agent of the corporation or shall be
required by law or otherwise to be signed or executed by some other officer or
agent, and the chairman of the board may cause the seal of the corporation, if
any, to be affixed to any instrument requiring the same.

Section 4.02. The President. The president shall be chief executive
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officer of the corporation and shall perform such duties as are conferred upon
him by these Bylaws or as may from time to time be assigned to him by the
chairman of the board or the Board of Directors. The president may sign, execute
and deliver in the name of the corporation all deeds, mortgages, bonds, leases,
contracts, or other instruments either when specially authorized by the Board of
Directors or when required or deemed necessary or advisable by him in the
ordinary conduct of the corporation's normal business, except in cases where the
signing and execution thereof shall be expressly delegated by these Bylaws to
some other officer or agent of the corporation or shall be required by law or
otherwise to be signed or executed by some other officer or agent, and the
president may cause the seal of the corporation, if any, to be affixed to any
instrument requiring the same.

Section 4.03. Vice-Presidents. The vice-presidents shall perform such
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duties as are conferred upon them by these Bylaws or as may from time to time be
assigned to them by the Board of Directors, the chairman of the

<PAGE>

board or the president. At the request of the chairman of the board, in the
absence or disability of the president, the vice-president designated by the
chairman of the board shall perform all the duties of the president, and when so
acting, shall have all of the powers of the president.

Section 4.04. The Treasurer. The treasurer shall be the custodian of
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all funds and securities of the corporation. Whenever so directed by the Board
of Directors, the treasurer shall render a statement of the cash and other
accounts of the corporation, and the treasurer shall cause to be entered
regularly in the books and records of the corporation to be kept for such
purpose full and accurate accounts of the corporation's receipts and
disbursements. The treasurer shall have such other powers and shall perform such
other duties as may from time to time be assigned to him by the Board of
Directors or the chairman of the board.

Section 4.05. The Secretary. The secretary shall record and keep the
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minutes of all meetings of the stockholders and the Board of Directors in a book
to be kept for that purpose. The secretary shall be the custodian of, and shall
make or cause to be made the proper entries in, the minute book of the
corporation and such other books and records as the Board of Directors may
direct. The secretary shall be the custodian of the seal of the corporation, if
any, and shall affix such seal to such contracts, instruments and other
documents as the Board of Directors or any committee thereof may direct. The
secretary shall have such other powers and shall perform such other duties as
may from time to time be assigned to him by the Board of Directors or the
chairman of the board.

ARTICLE V

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 5.01. Indemnification. (a) The corporation shall indemnify and
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hold harmless any person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in, any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he, his testator, or intestate is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, or as a member of any committee or similar
body, to the fullest extent permitted by the laws of Delaware as they may exist
from time to time. The right to indemnification conferred in this Article V
shall also include the right to be paid by the corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent permitted by the laws of Delaware as they may exist from time
to time.

(b) The corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by the laws of Delaware as they may exist from time
to time.

Section 5.02. Insurance. The proper officers of the corporation,
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without further authorization by the Board of Directors, may in their discretion
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent for
another corporation, partnership, joint venture, trust or other enterprise,
against any liability.

Section 5.03. ERISA. To assure indemnification under this Article V of
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all such persons who are or were "fiduciaries" of an employee benefit plan
governed by the Act of Congress entitled "Employee Retirement Income Security
Act of 1974", as amended from time to time, the provisions of this Article V
shall, for the purposes hereof, be interpreted as followsan "other enterprise"
shall be deemed to include an employee benefit plan; the corporation shall be
deemed to have requested a person to serve as an employee of an employee benefit
plan where the performance by such person of his duties to the corporation also
imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to said Act of Congress shall
be deemed "fines"; and action taken or omitted by a person with respect to an
employee benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.

Section 5.04. Contractual Nature. The foregoing provisions of this
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Article V shall be deemed to be a contract between the corporation and each
director and officer who serves in such capacity at any time while this

<PAGE>

Article V is in effect. Neither any repeal or modification of this Article V or,
to the fullest extent permitted by the laws of Delaware, any repeal or
modification of laws, shall affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts.

Section 5.05. Construction. For the purposes of this Article V,
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references to "the corporation" include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director or officer of such constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise or as a member of any committee or similar body shall stand in the
same position under the provisions of this Article V with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.


ARTICLE VI

DEPOSITORIES, CONTRACTS AND OTHER INSTRUMENTS

Section 6.01. Depositories. The chairman of the board, the president,
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the treasurer, and any vice-president of the corporation whom the Board of
Directors authorizes to designate depositories for the funds of the corporation
are each authorized to designate depositories for the funds of the corporation
deposited in its name and the signatories and conditions with respect thereto in
each case, and from time to time, to change such depositories, signatories and
conditions, with the same force and effect as if each such depository, the
signatories and conditions with respect thereto and changes therein had been
specifically designated or authorized by the Board of Directors; and each
depository designated by the Board of Directors or by the chairman of the board,
the president, the treasurer, or any such vice-president of the corporation,
shall be entitled to rely upon the certificate of the secretary or any assistant
secretary of the corporation setting forth the fact of such designation and of
the appointment of the officers of the corporation or of other persons who are
to be signatories with respect to the withdrawal of funds deposited with such
depository, or from time to time the fact of any change in any depository or in
the signatories with respect thereto.

Section 6.02. Execution of Instruments Generally. In addition to the
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powers conferred upon the chairman of the board in Section 4.01 of these Bylaws
and except as otherwise provided in Section 6.01 of this Article VI, all
contracts and other instruments entered into in the ordinary course of business
requiring execution by the corporation may be executed and delivered by the
president, the treasurer, or any vice president and authority to sign any such
contracts or instruments, which may be general or confined to specific
instances, may be conferred by the Board of Directors upon any other person or
persons. Any person having authority to sign on behalf of the corporation may
delegate, from time to time, by instrument in writing, all or any part of such
authority to any person or persons if authorized so to do by the Board of
Directors.

ARTICLE VII

SHARES AND THEIR TRANSFER

Section 7.01. Certificate for Shares. Every owner of one or more shares
----------------------
in the corporation shall be entitled to a certificate, which shall be in such
form as the Board of Directors shall prescribe, certifying the number and class
of shares in the corporation owned by him. The certificates for the respective
classes of such shares shall be numbered in the order in which they shall be
issued and shall be signed in the name of the corporation by the chairman of the
board, the president or a vice president, and by the secretary or an assistant
secretary or the treasurer or an assistant treasurer. Any or all signatures on
the certificate may be a facsimile. A record shall be kept of the name of the
person, firm, or corporation owning the shares represented by each such
certificate and the number of shares represented thereby, the date thereof, and
in case of cancellation, the date of cancellation. Every certificate surrendered
to the corporation for exchange or transfer shall be cancelled and no new
certificate or certificates shall be issued in exchange for any existing
certificates until such existing certificates shall have been so cancelled.

<PAGE>

Section 7.02. Lost, Destroyed and Mutilated Certificates. If any
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certificates for shares in the corporation become worn, defaced, or mutilated
but are still substantially intact and recognizable, the directors or authorized
officers, upon production and surrender thereof, shall order the same cancelled
and shall issue a new certificate in lieu of same. The holder of any shares in
the corporation shall immediately notify the corporation if a certificate
therefor shall be lost, destroyed, or mutilated beyond recognition, and the
corporation may issue a new certificate in the place of any certificate
theretofore issued by it which is alleged to have been lost or destroyed or
mutilated beyond recognition, and the Board of Directors may, in its discretion,
require the owner of the certificate which has been lost, destroyed, or
mutilated beyond recognition, or his legal representative, to give the
corporation a bond in such sum and with such surety or sureties as it may
direct, not exceeding double the value of the stock, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, destruction, or mutilation of any such certificate. The Board of
Directors may, however, in its discretion, refuse to issue any such new
certificate except pursuant to legal proceedings, under the laws of the State of
Delaware in such case made and provided.

Section 7.03. Transfers of Shares. Transfers of shares in the
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corporation shall be made only on the books of the corporation by the registered
holder thereof, his legal guardian, executor, or administrator, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the secretary of the corporation or with a transfer agent appointed by the Board
of Directors, and on surrender of the certificate or certificates for such
shares properly endorsed or accompanied by properly executed stock powers and
evidence of the payment of all taxes imposed upon such transfer. The person in
whose name shares stand on the books of the corporation shall, to the full
extent permitted by law, be deemed the owner thereof for all purposes as regards
the corporation.

Section 7.04. Regulations. The Board of Directors may make such rules
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and regulations as it may deem expedient, not inconsistent with these Bylaws
concerning the issue, transfer, and registration of certificates for shares in
the corporation. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.

ARTICLE VIII

SEAL

The Board of Directors may provide a corporate seal, which shall be
circular and contain the name of the corporation engraved around the margin and
the words "corporate seal", the year of its organization, and the word
"Delaware."