PROGRESSIVE ASSET MANAGEMENT, INC.
a California corporation
AMENDED AND RESTATED AS OF JANUARY 21, 2000
Section 1. Principal Executive Office.
The Board of Directors (the "Board") shall fix the location of the principal executive office of the corporation at
any place within or outside the State of California. If the principal executive office is located outside California
and the corporation has one or more business offices in California, the Board shall fix and designate a principal
business office in California.
Section 2. Other Offices.
Branch or subordinate offices may be established at any time and at any place where the corporation is qualified
to do business by the Board or President.
Meetings of Shareholders
Section 1. Place of Meetings.
All meetings of shareholders shall be held at the principal executive office of the corporation, or at any other
place, within or without the State of California, specified by the Board of Directors.
Section 2. Annual Meeting.
An annual meeting of the shareholders shall be held each year on a date and at a time designated by the Board of
Directors. At that meeting, directors shall be elected and any other proper business within the power of the
shareholders may be transacted. The date so designated shall be within fifteen (15) months after the last annual
meeting. If the annual meeting of the shareholders is not held, election of directors may be held at any meeting
thereafter called pursuant to these bylaws.
Section 3. Notice of Annual Meeting.
Written notice of each annual meeting shall be given to each shareholder entitled to vote, either personally or by
first-class mail, or, if the corporation has outstanding shares held of
record by 500 or more persons (determined in accordance with Section 605 of the General Corporation Law)
on the record date for the meeting, by third-class mail, or by other means of written communication, charges
prepaid, addressed to such