AMENDED AND RESTATED BYLAWS

                                       OF

                               PACTIV CORPORATION

 

 

                                    ARTICLE I

 

                          PLACE OF STOCKHOLDER MEETINGS

 

         Section 1.  All meetings of the stockholders of the corporation shall

be held at such place or places, within or without the State of Delaware, as may

from time to time be fixed by the Board of Directors of the corporation (the

"Board"), or as shall be specified or fixed in the respective notices or waivers

of notice thereof.

 

                                 ANNUAL MEETING

 

         Section 2.  The Annual Meeting of Stockholders shall be held on such

date and at such time as may be fixed by the Board and stated in the notice

thereof, for the purpose of electing directors and for the transaction of only

such other business as is properly brought before the meeting in accordance with

these Bylaws.

 

                                 SPECIAL MEETING

 

         Section 3.  Subject to the rights of the holders of any series of

preferred stock, par value $.01 per share, of the corporation (the "Preferred

Stock") to elect additional directors under specified circumstances, special

meetings of the stockholders shall be called by the Board. Special meetings

shall be held at such date and at such time as the Board may designate.

 

                                NOTICE OF MEETING

 

         Section 4.  Written notice of each meeting of stockholders, stating the

place, date and hour of the meeting, and the purpose or purposes thereof, shall

be given not less than ten nor more than sixty days before the date of such

meeting to each stockholder entitled to vote thereat.

 

                                     QUORUM

 

         Section 5.  Unless otherwise provided by statute, the holders of shares

of stock entitled to cast a majority of votes at a meeting, present either in

person or by proxy, shall constitute a quorum at such meeting. The Secretary of

the corporation, or in his absence an Assistant Secretary or an appointee of the

presiding officer of the meeting, shall act as the Secretary of the meeting.

 

                                     VOTING

 

         Section 6.  Except as otherwise provided by law or the Restated

Certificate of Incorporation, each stockholder entitled to vote at any meeting

shall be entitled to one vote, in person or by proxy, for each share held of

record on the record date fixed as provided in Section 4 of Article V of these

Bylaws for determining the stockholders entitled to vote at such meeting.

 

Directors shall be elected pursuant to Section 1 of Article II of these Bylaws.

All other elections and questions shall, unless otherwise provided by the

Restated Certificate of Incorporation, these Bylaws, the rules or regulations of

any stock exchange applicable to the corporation, or applicable law or pursuant

to any regulation applicable to the corporation or its securities, be decided by

the affirmative vote of the holders of a majority in voting power of the shares

of stock of the corporation which are present in person or by proxy and entitled

to vote thereon. Elections of directors need not be by written ballot; provided,

however, that by resolution duly adopted, a vote by written ballot may be

required.

 

                                     PROXIES

 

         Section 7.  Each stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for him by

proxy, but no such proxy shall be voted or acted upon after three years from its

date, unless the proxy provides for a longer period. A proxy shall be

irrevocable if it states that it is irrevocable and if, and only as long as, it

is coupled with an interest sufficient in law to support an irrevocable power. A

stockholder may revoke any proxy which is not irrevocable by attending the

meeting and voting in person or by filing an instrument revoking the proxy or by

delivering a proxy in accordance with applicable law bearing a later date to the

Secretary of the corporation. In order to be exercised at a meeting of

stockholders, proxies shall be delivered to the Secretary of the corporation or

his representative at or before the time of such meeting.

 

                                   INSPECTORS

 

         Section 8.  At each meeting of the stockholders the polls shall be

opened and closed, the proxies and ballots shall be received and be taken in

charge and all questions touching the qualification of voters and the validity

of proxies and the acceptance or rejection of votes shall be decided by three

Inspectors, two of whom shall have power to make a decision. Such Inspectors

shall be appointed by the Board before the meeting, or in default thereof by the

presiding officer at the meeting, and shall be sworn to the faithful performance

of their duties. If any of the Inspectors previously appointed shall fail to

attend or refuse or be unable to serve, substitutes shall be appointed by the

presiding officer.

 

                               CONDUCT OF MEETINGS

 

         Section 9.  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 shall

be announced at the meeting by the chairman of the meeting. The Board may adopt

by resolution such rules and regulations for the conduct of the meeting of

stockholders as it shall deem appropriate. Except to the extent inconsistent

with such rules and regulations as adopted by the Board, the chairman of any

meeting of stockholders shall have the right and authority to prescribe such

rules, regulations and procedures and to do all such acts as, in the judgment of

such chairman, are appropriate for the proper conduct of the meeting. Such

rules, regulations or procedures, whether adopted by the Board or prescribed by

the chairman of the meeting, may include, without limitation, the following: (i)

the establishment of an agenda or order of business for the meeting; (ii) rules

and procedures for maintaining order at the meeting and the safety of those

present; (iii) limitations on attendance at or participation in the meeting to

stockholders of record of the corporation, their duly authorized and constituted

proxies or such other persons as the chairman of the meeting shall determine;

(iv) restrictions on entry to the meeting after the time fixed for the

commencement thereof; and (v) limitations on the time allotted to questions or

comments by participants. Unless and to the extent determined by the Board or

the chairman of the meeting, meetings of stockholders shall not be required to

be held in accordance with the rules of parliamentary procedure.

 

                                 ADVANCE NOTICE

 

         Section 10. (A) (1) Nominations of persons for election to the Board of

Directors of the corporation and the proposal of business to be considered by

the stockholders may be made at an annual meeting of stockholders only (a)

pursuant to the corporation's notice of meeting (or any supplement thereto), (b)

by or at the direction of the Board of Directors or (c) by any stockholder of

the corporation who was a stockholder of record of the corporation at the time

the notice provided for in this Section 10 is delivered to the Secretary of the

corporation, who is entitled to vote at the meeting and who complies with the

notice procedures set forth in this Section 10.

 

                     (2) For nominations or other business to be properly

brought before an annual meeting by a stockholder pursuant to clause (c) of

paragraph (A)(1) of this Section 10, the stockholder must have given timely

notice thereof in writing to the Secretary of the corporation and any such

proposed business other than the nominations of persons for election to the

Board of Directors must constitute a proper matter for stockholder action. To be

timely, a stockholder's notice shall be delivered to the Secretary at the

principal executive offices of the corporation not later than the close of

business on the ninetieth day nor earlier than the close of business on the one

hundred twentieth day prior to the first anniversary of the preceding year's

annual meeting (provided, however, that in the event that the date of the annual

meeting is more than thirty days before or more than seventy days after such

anniversary date, notice by the stockholder must be so delivered not earlier

than the close of business on the one hundred twentieth day prior to such annual

meeting and not later than the close of business on the later of the ninetieth

day prior to such annual meeting or the tenth day following the day on which

public announcement of the date of such meeting is first made by the

corporation). For purposes of the first annual meeting of stockholders of the

corporation held after 1999, the anniversary date shall be deemed to be May 9,

2000. In no event shall the public announcement of an adjournment or

postponement of an annual meeting commence a new time period (or extend any time

period) for the giving of a stockholder's notice as described above. Such

stockholder's notice shall set forth: (a) as to each person whom the stockholder

proposes to nominate for election as a director all information relating to such

person that is required to be disclosed in solicitations of proxies for election

of directors in an election contest, or is otherwise required, in each case

pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended

(the "Exchange Act") and Rule 14a-11 thereunder (and such person's written

consent to being named in the proxy statement as a nominee and to serving as a

director if elected), and a statement as to whether such person will comply with

Section 1(B) of Article II of these bylaws; (b) as to any other business that

the stockholder proposes to bring before the meeting, a brief description of the

business desired to be brought before the meeting, the text of the proposal or

business (including the text of any resolutions proposed for consideration and

in the event that such business includes a proposal to amend the Bylaws of the

corporation, the language of the proposed amendment), the reasons for conducting

such business at the meeting and any material interest in such business of such

stockholder and the beneficial owner, if any, on whose behalf the proposal is

made; and (c) as to the stockholder giving the notice and the beneficial owner,

if any, on whose behalf the nomination or proposal is made (i) the name and

address of such stockholder, as they appear on the corporation's books, and of

such beneficial owner, (ii) the class and number of shares of capital stock of

the corporation which are owned beneficially and of record by such stockholder

and such beneficial owner, (iii) a representation that the stockholder is a

holder of record of stock of the corporation entitled to vote at such meeting

and intends to appear in person or by proxy at the meeting to propose such

business or nomination, and (iv) a representation whether the stockholder or the

beneficial owner, if any, intends or is part of a group which intends (a) to

deliver a proxy statement and/or form of proxy to holders of at least the

percentage of the corporation's outstanding capital stock required to approve or

adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies

from stockholders in support of such proposal or nomination. The corporation may

require any proposed nominee to furnish such other information as it may

reasonably require to determine the eligibility of such proposed nominee to

serve as a director of the corporation.

 

                     (3) Notwithstanding anything in the second sentence of

paragraph (A)(2) of this Section 10 to the contrary, in the event that the

number of directors to be elected to the Board of Directors of the corporation

at an annual meeting is increased and there is no public announcement by the

corporation naming the nominees for the additional directorships at least one

hundred days prior to the first anniversary of the preceding year's annual

meeting, a stockholder's notice required by this Section 10 shall also be

considered timely, but only with respect to nominees for the additional

directorships, if it shall be delivered to the Secretary at the principal

executive offices of the corporation not later than the close of business on the

tenth day following the day on which such public announcement is first made by

the corporation.

 

                     (B) Only such business shall be conducted at a special

meeting of stockholders as shall have been brought before the meeting pursuant

to the corporation's notice of meeting. Nominations of persons for election to

the Board of Directors may be made at a special meeting of stockholders at which

directors are to be elected pursuant to the corporation's notice of meeting (1)

by or at the direction of the Board of Directors or (2) provided that the Board

of Directors has determined that directors shall be elected at such meeting, by

any stockholder of the corporation who is a stockholder of record at the time

the notice provided for in this Section 10 is delivered to the Secretary of the

corporation, who is entitled to vote at the meeting and upon such election and

who complies with the notice procedures set forth in this Section 10. In the

event the corporation calls a special meeting of stockholders for the purpose of

electing one or more directors to the Board of Directors, any such stockholder

entitled to vote in such election of directors may nominate a person or persons

(as the case may be) for election to such position(s) as specified in the

corporation's notice of meeting, if the stockholder's notice required by

paragraph (A)(2) of this Section 10 shall be delivered to the Secretary at the

principal executive offices of the corporation not earlier than the close of

business on the one hundred twentieth day prior to such special meeting and not

later than the close of business on the later of the ninetieth day prior to such

special meeting or the tenth day following the day on which public announcement

is first made of the date of the special meeting and of the nominees proposed by

the Board of Directors to be elected at such meeting. In no event shall the

public announcement of an adjournment or postponement of a special meeting

commence a new time period (or extend any time period) for the giving of a

stockholder's notice as described above.

 

                     (C) (1) Only such persons who are nominated in accordance

with the procedures set forth in this Section 10 shall be eligible to be elected

at an annual or special meeting of stockholders of the corporation to serve as

directors and only such business shall be conducted at a meeting of stockholders

as shall have been brought before the meeting in accordance with the procedures

set forth in this Section 10. Except as otherwise provided by law, the chairman

of the meeting shall have the power and duty (a) to determine whether a

nomination or any business proposed to be brought before the meeting was made or

proposed, as the case may be, in accordance with the procedures set forth in

this Section 10 (including whether the stockholder or beneficial owner, if any,

on whose behalf the nomination or proposal is made solicited (or is part of a

group which solicited) or did not so solicit, as the case may be, proxies in

support of such stockholder's nominee or proposal in compliance with such

stockholder's representation as required by clause (A)(2)(c)(iv) of this Section

10) and (b) if any proposed nomination or business was not made or proposed in

compliance with this Section 10, to declare that such nomination shall be

disregarded or that such proposed business shall not be transacted.

 

                     (2) For purposes of this Section 10, "public announcement"

shall include disclosure in a press release reported by the Dow Jones News

Service, Associated Press or comparable national news service or in a document

publicly filed by the corporation with the Securities and Exchange Commission

pursuant to Section 13, 14 or 15(d) of the Exchange Act.

 

                     (3) Notwithstanding the foregoing provisions of this

Section 10, a stockholder shall also comply with all applicable requirements of

the Exchange Act and the rules and regulations thereunder with respect to the

matters set forth in this Section 10. Nothing in this Section 10 shall be deemed

to affect any rights (a) of stockholders to request inclusion of proposals in

the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act

or (b) of the holders of any series of Preferred Stock to elect directors

pursuant to any applicable provisions of the certificate of incorporation.

 

 

                                   ARTICLE II

 

                               BOARD OF DIRECTORS

                           NUMBER; METHOD OF ELECTION;

                        TERMS OF OFFICE AND QUALIFICATION

 

         Section 1.  The business and affairs of the corporation shall be

managed under the direction of the Board.

 

                     (A) The number of directors which shall constitute the

entire Board shall not be less than five nor more than sixteen and shall be

determined from time to time by resolution adopted by a majority of the entire

Board.

 

                     (B) Each director shall be elected by the vote of the

majority of votes cast with respect to the director at any meeting for the

election of directors at which a quorum is present, provided that (i) if number

of nominees exceeds the number of directors to be elected, or (ii) if a

stockholder has provided the corporation notice of a nominee for director in

accordance with the advance notice provisions in these Bylaws and such

nomination is withdrawn after the printing date of the corporation's proxy

statement, if any, for such meeting, then at that meeting the directors shall be

elected by the vote of a plurality of the shares represented in person or by

proxy at an such meeting and entitled to vote on the election of directors. For

purposes of this Section, a majority of votes cast means the number of shares

voted "for" a director must exceed 50% of the number of votes cast with respect

to that director's election. Votes cast shall include votes to withhold

authority and shall exclude abstentions or broker non-votes. If an incumbent

director is not elected, the director shall promptly tender his or her

resignation to the Board. The Compensation/Nominating/ Governance Committee will

make a recommendation to the Board on whether to accept or reject the

resignation, or whether other action should be taken. The Board will accept such

resignation unless the Board determines there is a compelling reason not to do

so. The Board will publicly disclose its decision and the rationale behind its

decision within 90 days from the date of the certification of the election

results. Any director who tenders his or her resignation pursuant to this

provision shall not participate in the Compensation/Nominating/Governance

Committee's recommendation or the Board action regarding whether to accept the

tendered resignation, except that (i) if each member of the

Compensation/Nominating/Governance Committee was required to tender his or her

resignation in accordance with this Section, the Board shall directly consider

such resignations without a recommendation from the

Compensation/Nominating/Governance Committee, and (ii) if all of the directors

were required to tender their resignations in accordance with this Section, then

all directors may participate in the decision whether to accept such

resignations. Directors shall hold office until the next meeting and until their

successors shall be duly elected and qualified.

 

                     (C) Any director may resign his or her office at any time

by delivering his or her resignation in writing to the corporation, and except

as required by the terms thereof or by these Bylaws (including Section 1(B) of

this Article II), the acceptance of such resignation shall not be necessary to

make such resignation effective. Upon a change in the employment status of a

director, such director shall be deemed to have tendered his or her resignation

from the Board to the Compensation/Nominating/Governance Committee for its

consideration. That Committee shall consider the circumstances and consequences

of such change and make an appropriate recommendation to the Board for its

consideration. Vacancies, arising pursuant to resignations or otherwise, may be

filled by the Board. A person who has attained the age of 72 shall be eligible

for election or reelection, as the case may be, as a director of the corporation

only with the annual approval of the Board as set forth in the corporation's

Corporate Governance Guidelines or such other procedures as may be adopted by

the Board.

 

                                    MEETINGS

 

         Section 2.  The Board may hold its meetings and have an office in such

place or places within or without the State of Delaware as the Board by

resolution from time to time may determine. The Board may in its discretion

provide for regular or stated meetings of the Board. Notice of regular or stated

meetings need not be given. Special meetings of the Board shall be held whenever

called by direction of the Chief Executive Officer, the President or any two of

the directors. Notice of any special meeting shall be given by the Secretary to

each director either by mail or by telegram, facsimile, telephone or other

electronic communication or transmission. If mailed, such notice shall be deemed

adequately delivered when deposited in the United States mails so addressed,

with postage thereon prepaid, at least three days before such meeting. If by

telegram, such notice shall be deemed adequately delivered when the telegram is

delivered to the telegraph corporation at least twenty-four hours before such

meeting. If by facsimile, telephone or other electronic communication or

transmission, such notice shall be transmitted at least twenty-four hours before

such meeting. Unless otherwise indicated in the notice thereof, any and all

business may be transacted at a special meeting. Except as otherwise provided by

applicable law, at any meeting at which every director shall be present, even

though without notice, any business may be transacted. No notice of any

adjourned meeting need be given. The Board shall meet immediately after

election, following the Annual Meeting of Stockholders, for the purpose of

organizing, for the election of corporate officers as hereinafter specified, and

for the transaction of any other business which may come before it. No notice of

such meeting shall be necessary.

 

                                     QUORUM

 

         Section 3.  Except as otherwise expressly required by these Bylaws or

by statute, a majority of the directors then in office (but not less than

one-third of the total number of directors constituting the entire Board) shall

be present at any meeting of the Board in order to constitute a quorum for the

transaction of business at such meeting, and the vote of a majority of the

directors present at any such meeting at which quorum is present shall be

necessary for the passage of any resolution or for an act to be the act of the

Board. In the absence of a quorum, a majority of the directors present may

adjourn such meeting from time to time until a quorum shall be present. Notice

of any adjourned meeting need not be given.

 

                       COMPENSATION OF BOARD OF DIRECTORS

 

         Section 4.  Each director (other than a director who is a salaried

officer of the corporation or of any subsidiary of the corporation), in

consideration of his serving as such, shall be entitled to receive from the

corporation such amount per annum and such fees for attendance at meetings of

the Board or of any committee of the Board (a "Committee"), or both, as the

Board shall from time to time determine. The Board may likewise provide that the

corporation shall reimburse each director or member of a Committee for any

expenses incurred by him on account of his attendance at any such meeting.

Nothing contained in this Section shall be construed to preclude any director

from serving the corporation in any other capacity and receiving compensation

therefor.

 

 

                                   ARTICLE III

 

                       COMMITTEES OF THE BOARD COMMITTEES

 

         Section 1.  The Board shall elect from the directors an Audit

Committee, a Compensation/Nominating/Governance (the "C/N/G") Committee, and any

other Committee which the Board may by resolution prescribe. Any such other

Committee shall be comprised of such persons and shall possess such authority as

shall be set forth in such resolution.

 

                                    PROCEDURE

 

         Section 2.  (1) Each Committee shall fix its own rules of procedure and

shall meet where and as provided by such rules. Unless otherwise stated in these

Bylaws, a majority of a Committee shall constitute a quorum.

 

                     (2) In the absence or disqualification of a member of any

Committee, the members of such Committee present at any meeting, and not

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

unanimously appoint another member of the Board to act at the meeting in the

place of any such absent or disqualified member. Fees in connection with such

appointments shall be established by the Board.

 

                              REPORTS TO THE BOARD

 

         Section 3.  All completed actions by a Committees shall be reported to

the Board at the next succeeding Board meeting and shall be subject to revision

or alteration by the Board, provided, that no acts or rights of third parties

shall be affected by any such revision or alteration.

 

                                 AUDIT COMMITTEE

 

         Section 4.  The Board shall elect from among its members an Audit

Committee consisting of at least three members, who shall meet the

qualifications set forth in the Audit Committee Charter adopted by the Board.

The Board shall appoint a chairman of said Committee who shall be one of its

members. The Audit Committee shall have such authority and duties as the Board

by resolution shall prescribe and as set forth in the Audit Committee Charter.

In no event shall a director who is also an officer or employee of the

corporation or any of its subsidiary companies serve as a member of such

Committee. The Chief Executive Officer shall have the right to attend (but not

vote at) each meeting of such Committee, subject to the right of the Audit

Committee to meet in executive session as it deems necessary or appropriate.

 

                  COMPENSATION/NOMINATING/GOVERNANCE COMMITTEE

 

         Section 5.  The Board shall elect from among its members a

Compensation/Nominating/Governance (the "C/N/G") Committee consisting of at

least three members, who shall meet the qualifications set forth in the C/N/G

Committee Charter adopted by the Board. The Board shall appoint a chairman of

said Committee who shall be one of its members. The C/N/G Committee shall have

such authority and duties as the Board by resolution shall prescribe and as set

forth in the C/N/G Committee Charter. In no event shall a director who is also

an officer or employee of the corporation or any of its subsidiary companies

serve as a member of such Committee. The Chief Executive Officer shall have the

right to attend (but not vote at) each meeting of such Committee, subject to the

right of the C/N/G Committee to meet in executive session as it deems necessary

or appropriate.

 

 

                                   ARTICLE IV

 

                                    OFFICERS

                               GENERAL PROVISIONS

 

         Section 1.  The corporate officers of the corporation shall consist of

the following: a Chairman and/or a President, one of whom shall be designated

Chief Executive Officer and each of whom shall be chosen from the Board; one or

more Vice Chairman, Executive Vice Presidents, Senior Vice Presidents, Vice

Presidents and Assistant Vice Presidents; a General Counsel, a Secretary, one or

more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a

Controller, and such other officers as the Board may from time to time

designate. Insofar as permitted by statute, the same person may hold two or more

offices. All officers chosen by the Board shall each have such powers and duties

as generally pertain to their respective offices, subject to the specific

provisions of this Article IV.

 

                     The Chairman and/or President, each Vice Chairman,

Executive Vice President, Senior Vice President and Vice President, the General

Counsel, the Secretary and any Assistant Secretary, the Treasurer and any

Assistant Treasurer, and the Controller shall be elected by the Board. Each such

officer shall hold office until his successor is elected or appointed and

qualified or until his earlier death, resignation or removal. Any officer may be

removed, with or without cause, at any time by the Board. A vacancy in any

office may be filled for the unexpired portion of the term in the same manner as

provided in these Bylaws for election or appointment to such office.

 

                POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER

 

         Section 2.  The Chief Executive Officer shall have general charge and

management of the affairs, property and business of the corporation, subject to

the Board and the provisions of these Bylaws. The Chief Executive Officer or in

his absence such other individual as the Board may select, shall preside at all

meetings of the stockholders. He shall also preside at meetings of the Board,

and in his absence the Board shall appoint one of their number to preside. The

Chief Executive Officer shall perform all duties assigned to him in these Bylaws

and such other duties as may from time to time be assigned to him by the Board.

He shall have the power to appoint and remove, with or without cause, such

officers, other than those elected by the Board as provided for in these Bylaws,

as in his judgment may be necessary or proper for the transaction of the

business of the corporation, and shall determine their duties, all subject to

ratification by the Board.

 

                       POWERS AND DUTIES OF OTHER OFFICERS

 

         Section 3.  The Chairman shall perform such duties as may from time to

time be assigned to him by the Board or the Chief Executive Officer.

 

         Section 4.  Each Vice Chairman shall perform such duties as may from

time to time be assigned to him by the Board or the Chief Executive Officer.

 

         Section 5.  The President shall perform such duties as may from time to

time be assigned to him by the Board or the Chief Executive Officer.

 

         Section 6.  Each Executive Vice President shall perform such duties as

may from time to time be assigned to him by the Board or the Chief Executive

Officer.

 

         Section 7.  Each Senior Vice President shall perform such duties as may

from time to time be assigned to him by the Board or the Chief Executive

Officer.

 

         Section 8.  Each Vice President and Assistant Vice President shall

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

the Chief Executive Officer or an Executive Vice President.

 

         Section 9.  The General Counsel shall have general supervision and

control of all of the corporation's legal business. He shall perform such other

duties as may be assigned to him by the Board or the Chief Executive Officer.

 

         Section 10. The Secretary or an Assistant Secretary shall record the

proceedings of all meetings of the Board and the stockholders, in books kept for

that purpose. The Secretary shall be the custodian of the corporate seal, and he

or an Assistant Secretary shall affix the same to and countersign papers

requiring such acts; and he and the Assistant Secretaries shall perform such

other duties as may be required by the Board or the Chief Executive Officer.

 

         Section 11. The Treasurer and Assistant Treasurers shall have care and

custody of all funds of the corporation and disburse and administer the same

under the direction of the Board or the Chief Executive Officer and shall

perform such other duties as the Board or the Chief Executive Officer shall

assign to them.

 

         Section 12. The Controller shall maintain adequate records of all

assets, liabilities and transactions of the corporation and see that audits

thereof are currently and regularly made; and he shall perform such other duties

as may be required by the Board or the Chief Executive Officer.

 

                            SALARIES AND APPOINTMENTS

 

         Section 13. The salaries of corporate officers shall be fixed by the

C/N/G Committee provided for in Section 5 of Article III hereof, except that the

fixing of salaries below certain levels, determinable from time to time by the

C/N/G Committee, may in the discretion of such Committee be delegated to the

Chief Executive Officer, as provided in the C/N/G Committee charter.

 

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

         Section 14. (1) The corporation shall indemnify and hold harmless, to

the fullest extent permitted by applicable law as it presently exists or may

hereafter be amended, any person (a "Covered Person") who was or is made or is

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

proceeding, whether civil, criminal, administrative or investigative, including

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

is the legal representative, is or was a director or officer of the corporation

or, while a director or officer of the corporation, is or was serving at the

request of the corporation as a director, officer, employee or agent of another

corporation or of a partnership, joint venture, trust, enterprise or nonprofit

entity, including service with respect to employee benefit plans, against all

liability and loss suffered and expenses (including attorneys' fees) reasonably

incurred by such Covered Person. Notwithstanding the preceding sentence, except

as otherwise provided in paragraph (3) of this Section 14, the corporation shall

be required to indemnify a Covered Person in connection with a proceeding (or

part thereof) commenced by such Covered Person only if the commencement of such

proceeding (or part thereof) by the Covered Person was authorized by the Board.

 

                     (2) The corporation shall pay the expenses (including

attorneys' fees) incurred by a Covered Person in defending any proceeding in

advance of its final disposition, provided, however, that, to the extent

required by law, such payment of expenses in advance of the final disposition of

the proceeding shall be made only upon receipt of an undertaking by the Covered

Person to repay all amounts advanced if it should be ultimately determined that

the Covered Person is not entitled to be indemnified under this Section 14 or

otherwise.

 

                     (3) If a claim for indemnification or payment of expenses

under this Section 14 is not paid in full within thirty days after a written

claim therefor by the Covered Person has been received by the corporation, the

Covered Person may file suit to recover the unpaid amount of such claim and, if

successful in whole or in part, shall be entitled to be paid the expense of

prosecuting such claim. In any such action the corporation shall have the burden

of proving that the Covered Person is not entitled to the requested

indemnification or payment of expenses under applicable law.

 

                     (4) The rights conferred on any Covered Person by this

Section 14 shall not be exclusive of any other rights which such Covered Person

may have or hereafter acquire under any statute, provision of the Restated

Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or

disinterested directors or otherwise.

 

                     (5) The corporation's obligation, if any, to indemnify or

to advance expenses to any Covered Person who was or is serving at its request

as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust, enterprise or nonprofit entity shall be reduced by any

amount such Covered Person may collect as indemnification or advancement of

expenses from such other corporation, partnership, joint venture, trust,

enterprise or nonprofit enterprise.

 

                     (6) Any repeal or modification of the foregoing provisions

of this Section 14 shall not adversely affect any right or protection hereunder

of any Covered Person in respect of any act or omission occurring prior to the

time of such repeal or modification.

 

                     (7) This Section 14 shall not limit the right of the

corporation, to the extent and in the manner permitted by law, to indemnify and

to advance expenses to persons other than Covered Persons when and as authorized

by appropriate corporate action.

 

 

                                    ARTICLE V

 

                                  CAPITAL STOCK

                              CERTIFICATES OF STOCK

 

         Section 1.  Shares of the capital stock of the corporation may be

certificated or uncertificated, as provided under the Delaware General

Corporation Law. Each stockholder, upon written request to the transfer agent or

registrar of the corporation, shall be entitled to a certificate of the capital

stock of the corporation in such form as may from time to time be prescribed by

the Board. Such certificates shall be numbered and registered and shall be

signed by the Chairman, President or a Vice President and by the Treasurer or an

Assistant Treasurer or the Secretary or an Assistant Secretary. The corporation

seal and any and all signatures on the certificates may be by facsimile. If a

person who signed a share certificate, either manually or in facsimile, no

longer holds office when the certificate is issued, then the certificate is

nevertheless valid.

 

                               TRANSFER OF SHARES

 

         Section 2.  The corporation may, if and whenever the Board shall so

determine, maintain one or more offices or agencies, each in charge of an agent

designated by the Board, where the shares of the capital stock of the

corporation shall be transferred and/or registered. Upon surrender to the

corporation or the transfer agent of a certificate for shares duly endorsed or

accompanied by proper evidence of succession, assignation or authority to

transfer, the corporation shall issue a new certificate or evidence of the

issuance of uncertificated shares to the stockholder entitled thereto, cancel

the old certificate and record the transaction upon the corporation's books.

Upon the receipt of proper transfer instructions from the registered owner of

uncertificated shares, such uncertificated shares shall be cancelled, issuance

of new equivalent uncertificated shares or certificated shares shall be made to

the stockholder entitled thereto and the transaction shall be recorded upon the

books of the corporation. If the corporation has a transfer agent or registrar

acting on its behalf, the signature of any officer or representative thereof may

be in facsimile. The Board may also make such additional rules and regulations

as it may deem expedient concerning the issue, transfer and registration of

shares of the capital stock of the corporation.

 

                     LOST, STOLEN OR DESTROYED CERTIFICATES

 

         Section 3.  Any person claiming a share certificate to be lost, stolen

or destroyed shall make an affidavit or affirmation of the fact in such manner

as the corporation may require and shall, if the corporation so requires, give

the corporation a bond sufficient to indemnify it against any claim that may be

made against it on account of the alleged loss, theft or destruction of any such

certificate or the issuance of such new certificate, as the officers of the

corporation may, in their discretion, require. Upon receipt of such an affidavit

or affirmation and, if required, bond, the corporation may issue (i) a new

certificate or certificates of stock, or (ii) uncertificated shares in place of

any certificate or certificates previously issued by the corporation alleged to

have been lost, stolen or destroyed.

 

                              FIXING OF RECORD DATE

 

         Section 4.  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 to express consent to corporate action in writing

without a meeting or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in

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

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

not precede the date upon which the resolution fixing the record date is adopted

by the Board, and which record date: (1) in the case of determination of

stockholders entitled to vote at any meeting of stockholders or adjournment

thereof, shall, unless otherwise required by law, not be more than sixty nor

less than ten days before the date of such meeting; (2) in the case of

determination of stockholders entitled to express consent to corporate action in

writing without a meeting, shall not be more than ten days from the date upon

which the resolution fixing the record date is adopted by the Board; and (3) in

the case of any other action, shall not be more than sixty days prior to such

other action. If no record date is fixed by the Board: (1) 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; (2) the record date

for determining stockholders entitled to express consent to corporate action in

writing without a meeting shall be determined in accordance with Article VI of

these Bylaws; and (3) the record date for determining stockholders for any other

purpose shall be at the close of business on the day on which the Board adopts

the 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 may fix a new

record date for the adjourned meeting.

 

 

                                   ARTICLE VI

 

                          CONSENTS TO CORPORATE ACTION

                                   RECORD DATE

 

         Section 1.  The record date for determining stockholders entitled to

express consent to corporate action in writing without a meeting shall be as

fixed by the Board or as otherwise established under this Section. Any person

seeking to have the stockholders authorize or take corporate action by written

consent without a meeting shall by written notice addressed to the Secretary and

delivered to the corporation, request that a record date be fixed for such

purpose. The Board may fix a record date for such purpose which shall be no more

than 10 days after the date upon which the resolution fixing the record date is

adopted by the Board and shall not precede the date such resolution is adopted.

If the Board fails within 10 days after the corporation receives such notice to

fix a record date for such purpose, the record date shall be the day on which

the first written consent is delivered to the corporation in the manner

described in Section 2 below unless prior action by the Board is required under

the General Corporation Law of the State of Delaware, in which event the record

date shall be at the close of business on the day on which the Board adopts the

resolution taking such prior action.

 

                                   PROCEDURES

 

         Section 2.  Every written consent purporting to take or authorizing the

taking of corporate action and/or related revocations (each such written consent

and related revocation is referred to in this Article VI as a "Consent") shall

bear the date of signature of each stockholder who signs the Consent, and no

Consent shall be effective to take the corporate action referred to therein

unless, within 60 days of the earliest dated Consent delivered in the manner

required by this Section 2, Consents signed by a sufficient number of

stockholders to take such action are delivered to the corporation.

 

                     A Consent shall be delivered to the corporation by delivery

to its registered office in the State of Delaware, its principal place of

business or an officer or agent of the corporation having custody of the book in

which proceedings of meetings of stockholders are recorded. Delivery to the

corporation's registered office shall be made by hand or by certified or

registered mail, return receipt requested.

 

                     In the event of the delivery to the corporation of a

Consent, the Secretary of the corporation shall provide for the safe-keeping of

such Consent and shall promptly conduct such ministerial review of the

sufficiency of the Consents and of the validity of the action to be taken by

stockholder consent as he deems necessary or appropriate, including, without

limitation, whether the holders of a number of shares having the requisite

voting power to authorize or take the action specified in the Consent have given

consent; provided, however, that if the corporate action to which the Consent

relates is the removal or replacement of one or more members of the Board, the

Secretary of the corporation shall promptly designate two persons, who shall not

be members of the Board, to serve as Inspectors with respect to such Consent and

such Inspectors shall discharge the functions of the Secretary of the

corporation under this Section 2. If after such investigation the Secretary or

the Inspectors (as the case may be) shall determine that the Consent is valid

and that the action therein specified has been validly authorized, that fact

shall forthwith be certified on the records of the corporation kept for the

purpose of recording the proceedings of meetings of stockholders, and the

Consent shall be filed in such records, at which time the Consent shall become

effective as stockholder action. In conducting the investigation required by

this Section 2, the Secretary or the Inspectors (as the case may be) may, at the

expense of the corporation, retain special legal counsel and any other necessary

or appropriate professional advisors, and such other personnel as they may deem

necessary or appropriate to assist them, and shall be fully protected in relying

in good faith upon the opinion of such counsel or advisors.

 

 

                                   ARTICLE VII

 

                                  MISCELLANEOUS

                             DIVIDENDS AND RESERVES

 

         Section 1.  Dividends upon the capital stock of the corporation may be

declared as permitted by law by the Board at any regular or special meeting.

Before payment of any dividend or making any distribution of profits, there may

be set aside out of the surplus or net profits of the corporation such sum or

sums as the Board, from time to time, in their absolute discretion, think proper

as a reserve fund to meet contingencies, or for such other purposes as the Board

or Executive Committee shall think conducive to the interests of the

corporation, and any reserve so established may be abolished and restored to the

surplus account by like action of the Board.

 

                                      SEAL

 

         Section 2.  The seal of the corporation shall bear the corporate name

of the corporation, the year of its incorporation and the words "Corporate Seal,

Delaware".

 

                                     WAIVER

 

         Section 3.  Whenever any notice whatever is required to be given by

statute or under the provisions of the Restated Certificate of Incorporation or

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

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

be deemed equivalent thereto. Neither the business to be transacted at, nor the

purpose of, any annual or special meeting of the stockholders or the Board, as

the case may be, need be specified in any waiver of notice of such meeting.

 

                                   FISCAL YEAR

 

         Section 4.  The fiscal year of the corporation shall begin with January

first and end with December thirty-first.

 

                                    CONTRACTS

 

         Section 5.  Except as otherwise required by law, the Restated

Certificate of Incorporation or these Bylaws, any contracts or other instruments

may be executed and delivered in the name and on the behalf of the corporation

by such officer or officers of the corporation as the Board may from time to

time direct. Such authority may be general or confined to specific instances as

the Board may determine. The Chairman of the Board, the President or any Vice

President may execute bonds, contracts, deeds, leases and other instruments to

be made or executed for or on behalf of the corporation. Subject to any

restrictions imposed by the Board, the Chairman of the Board, the President or

any Vice President of the corporation may delegate contractual powers to others

under his jurisdiction, it being understood, however, that any such delegation

of power shall not relieve such officer of responsibility with respect to the

exercise of such delegated power.

 

                                     PROXIES

 

         Section 6.  Unless otherwise provided by resolution adopted by the

Board, the Chairman of the Board, the President or any Vice President may from

time to time appoint an attorney or attorneys or agent or agents of the

corporation, in the name and on behalf of the corporation, to cast the votes

which the corporation may be entitled to cast as the holder of stock or other

securities in any other corporation or other entity, any of whose stock or other

securities may be held by the corporation, at meetings of the holders of the

stock or other securities of such other corporation or other entity, or to

consent in writing, in the name of the corporation as such holder, to any action

by such other corporation or other entity, and may instruct the person or

persons so appointed as to the manner of casting such votes or giving such

consent, and may execute or cause to be executed in the name and on behalf of

the corporation and under its corporate seal or otherwise, all such written

proxies or other instruments as he may deem necessary or proper in the premises.

 

                                   AMENDMENTS

 

         Section 7.  The Board from time to time shall have the power to make,

alter, amend or repeal any and all of these Bylaws, but any Bylaws so made,

altered or repealed by the Board may be amended, altered or repealed by the

stockholders.

[As Filed: 09/04/2009]