AMENDED AND RESTATED BYLAWS
(As amended and restated April 16, 2008)
The registered office of the corporation in the State of Delaware is to be located in the City of Wilmington,
County of New Castle. The corporation may have other offices within and without the State of Delaware.
Meetings of Stockholders
Annual Meetings . An annual meeting of stockholders to elect directors and to take action upon
such other matters as may properly come before the meeting shall be held on the third Wednesday in May of
each year, or on such other day, and at such time and at such place, within or without the State of Delaware, as
the board of directors or the chairman of the board may from time to time fix.
Any stockholder wishing to bring a matter before an annual meeting must notify the secretary of the corporation
of such fact not less than sixty nor more than ninety days before the date of the meeting. Such notice shall be in
writing and shall set forth the business proposed to be brought before the meeting, shall identify the stockholder
and shall disclose the stockholder's interest in the proposed business.
Special Meetings . (a) Special meetings of stockholders may be called by the board of directors,
the chairman of the board, the president or, in accordance with subsection (b), by the secretary at such place (if
any), date and time and for such purpose or purposes as shall be set forth in the notice of such meeting. At a
special meeting of the stockholders, only such business shall be conducted as shall have been properly brought
before the meeting pursuant to the corporation's notice of meeting.
(b) A special meeting of stockholders shall be called by the secre