EXHIBIT 99.2
BYLAWS
OF
BANK OF AMERICA CORPORATION




ARTICLE I
DEFINITIONS

Section 1. Definitions. In these Bylaws, unless
otherwise specifically provided:

(a) "Certificate of Incorporation" means the
Certificate of Incorporation of the Corporation,
as amended and restated from time to time,
including any certificates of designation filed
with the Delaware Secretary of State setting forth
the terms of preferred stock of the Company.

(b) "Common Stock" means the common stock of the
Corporation.

(c) "Corporation" means Bank of America Corporation, a
Delaware corporation, and any successor thereto.

(d) "DGCL" means the General Corporation Law of the
State of Delaware, as the same now exists or may
hereafter be amended.

(e) "Shares" means the Common Stock and other units
into which the equity interests in the Corporation
are divided.

(f) "Stockholder" means the person in whose name
Shares are registered in the records of the
Corporation.

(g) "Voting Group" means all Shares of one or more
classes or series that under the Certificate of
Incorporation or the DGCL are entitled to vote
together collectively on a matter at a meeting of
Stockholders. All Shares entitled by the
Certificate of Incorporation or the DGCL to vote
generally on a matter are for that matter a single
Voting Group.

Section 2. Cross-Reference to the DGCL. If any
term used in these Bylaws and not otherwise defined herein is
defined for purposes of the DGCL, such definition shall apply for
purposes of these Bylaws, unless the context shall otherwise
clearly require.

ARTICLE II
OFFICES

Section 1. Principal Place of Business. The
principal place of business of the Corporation shall be located
in the City of Charlotte, County of Mecklenburg, State of North
Carolina.

Section 2. Registered Office. The registered
office of the Corporation required by the DGCL to be maintained
in the State of Delaware is The Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle.
The name of the corporation's registered agent at such address is
The Corporation Trust Company.

Section 3. Other Offices. The Corporation may have
offices at such other places, either within or without the State
of Delaware, as the Board of Directors may from time to time
determine or as the affairs of the Corporation may require from
time to time.
ARTICLE III
STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of
the Stockholders shall be held during the month of April of each
year at a date and an hour fixed by the Board of Directors for
the purpose of electing directors and for the transaction of such
other business as may come before the meeting.

Section 2. Special Meetings. Special meetings of
the Stockholders, for any purpose or purposes, unless otherwise
prescribed by the DGCL, may be called by the Chairman of the
Board, the Chief Executive Officer, the President or by the
Secretary acting under instructions of the Chairman of the Board
or the Chief Executive Officer, or by the Board of Directors.

Section 3. Place of Meeting. The Board of
Directors or the Chairman of the Board, the Chief Executive
Officer or the President of the Corporation, or the Secretary
acting under instructions of the Chairman of the Board, the Chief
Executive Officer or President may designate any place, either
within or without the State of Delaware, as the place of meeting
for any annual meeting of Stockholders or for any special meeting
of Stockholders called by the Board of Directors or the Chairman
of the Board, the Chief Executive Officer or President or
Secretary. If no designation is made, or if a special meeting of
Stockholders is otherwise called, the place of meeting shall be
the principal place of business of the Corporation in the State
of North Carolina.

Section 4. Notice of Meeting. Except as otherwise
provided herein or required by law, written or printed notice
stating the date, time and place of the meeting shall be
delivered not less than 10 nor more than 60 days before the date
of the meeting, either personally or by mail, to each Stockholder
entitled to vote at such meeting. If mailed, such notice shall
be deemed to be effective when deposited in the United States
mail with postage thereon prepaid and correctly addressed to the
Stockholder at such Stockholder's address as shown in the
Corporation's current record of Stockholders.

In the case of an annual meeting, the notice of meeting
need not specifically state the business to be transacted
thereat. In the case of a special meeting, the notice of meeting
shall state the purpose or purposes for which the meeting is
called.

If a meeting is adjourned to a date more than 30 days
after the date fixed for the original meeting, or if a new record
date is fixed for the adjourned meeting, or if the new date, time
or place for an adjourned meeting is not announced at the meeting
before adjournment, notice of the adjourned meeting shall be
given as in the case of an original meeting. Otherwise, it is
not necessary to give any notice of the adjourned meeting other
than by announcement at the meeting at which the adjournment is
taken.

Section 5. Fixing of Record Date. For the purpose
of determining Stockholders entitled to notice of or to vote at
any meeting of Stockholders or any adjournment thereof, or
Stockholders entitled to receive payment of any dividend or other
distribution, or in order to make a determination of Stockholders
for any other proper purpose, the Board of Directors may fix in
advance a date for any such determination of Stockholders, such
date in any case to be not more than 60 days and, in case of a
meeting of Stockholders, not less than 10 days prior to, the date
of such meeting or on which such action is to be taken. If no
record date is fixed for the determination of Stockholders
entitled to notice of or to vote at a meeting of Stockholders, or
for determination of the Stockholders entitled to receive payment
of a dividend or other distribution or any other purpose, the
close of business on the day before the first notice is delivered
to Stockholders or the date on which the resolution of the Board
of Directors relating thereto is adopted, as the case may be,
shall be the record date for such determination. When a
determination of Stockholders entitled to vote at any meeting of
Stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the
Board of Directors fixes a new record date.

Section 6. Stockholders List. After the record
date for a meeting of Stockholders is fixed or determined, the
officer or agent having charge of the stock ledger for Shares of
the Corporation shall prepare and make an alphabetical list of
the names of all Stockholders of the Corporation who are entitled
to vote at such Stockholders meeting. The list will show the
address of and number of Shares registered in the name of each
Stockholder. Such Stockholders list will be open for examination
by any Stockholder for any purpose germane to the meeting, for a
period of at least 10 days before such meeting, at a place
identified in the meeting notice in the city where the meeting
will be held or, if not so specified, at the place where the
meeting is to be held. Such list shall also be available at the
meeting of Stockholders, and any Stockholder present is entitled
to inspect the list.

Section 7. Quorum. A majority of the votes
entitled to be cast on a particular matter by a Voting Group
constitutes a quorum of that Voting Group for action on that
matter unless the DGCL provides otherwise. Shares entitled to
vote as a separate Voting Group may take action on a matter at a
meeting of Stockholders only if a quorum of those Shares exists
with respect to that matter, except that, in the absence of a
quorum at the opening of any meeting of Stockholders, such
meeting may be adjourned from time to time by the vote of a
majority of the Shares voting on the motion to adjourn. Once a
share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is
or must be set for that adjourned meeting.

Section 8. Proxies. 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 such Stockholder
by proxy, but no such proxy shall be voted or acted upon after 3
years from its date, unless the proxy provides for a longer
period.

Without limiting the manner in which a Stockholder may
authorize another person or persons to act for such Stockholder
as proxy pursuant to the previous paragraph, the following shall
constitute a valid means by which a Stockholder may grant such
authority:

(1) A Stockholder may execute a writing authorizing
another person or persons to act for such Stockholder as
proxy. Execution may be accomplished by the Stockholder or
such Stockholder's authorized officer, director, employee or
agent signing such writing or causing such person's
signature to be affixed to such writing by any reasonable
means including, but not limited to, by facsimile signature.

(2) A Stockholder may authorize another person or
persons to act for such Stockholder as proxy by transmitting
or authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy
to receive such transmission, provided that any such
telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with
information from which it can be determined that the
telegram, cablegram or other electronic transmission was
authorized by the Stockholder. If it is determined that
such telegrams, cablegrams or other electronic transmissions
are valid, the inspectors or, if there are no inspectors,
such other persons making that determination shall specify
the information upon which they relied.

Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to
the previous paragraph of this section may be substituted or used
in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission.

A duly executed 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 proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.

Section 9. Voting of Shares. Except as otherwise
provided by the Certificate of Incorporation, each outstanding
share of Common Stock is entitled to one vote on each matter
voted on at a Stockholders meeting. Other Shares are entitled to
vote only as provided in the Certificate of Incorporation or the
DGCL. If a quorum exists, action on a matter (other than
election of directors or the Chairman of a meeting) by a Voting
Group is approved if the votes cast within the Voting Group
favoring the action exceed the votes cast opposing the action,
unless the Certificate of Incorporation or the DGCL requires a
greater number of affirmative votes. Classes or series of Shares
shall not be entitled to vote separately by Voting Group unless
expressly required by the Certificate of Incorporation or as
otherwise provided in the DGCL.

Section 10. Voting for Directors. The directors of
the Corporation shall be elected by a plurality of the votes cast
by the Shares entitled to vote in the election at the meeting at
which a quorum is present unless otherwise provided in the
Certificate of Incorporation.

Section 11. Conduct of Meetings. The Chairman of
the Board shall preside as chairman at each meeting of
Stockholders or, in the Chairman's absence, the Chief Executive
Officer shall so preside. At the request of the Chairman of the
Board or the Chief Executive Officer, in both their absences,
such other officer as the Board of Directors shall designate
shall so preside at any such meeting. In the absence of a
presiding officer determined in accordance with the preceding
sentence, any person may be designated to so preside at a
Stockholders meeting by a plurality vote of the Shares
represented and entitled to vote at the meeting. The Secretary
or, in the absence or at the request of the Secretary, any person
designated by the person presiding at a Stockholders meeting
shall act as secretary of such meeting. The chairman of any
meeting of Stockholders shall determine the order of business and
the procedure at the meeting, including regulation of the manner
of voting and the conduct of discussion. The date and time of
the opening and closing of the polls for each matter upon which
the Stockholders will vote at the meeting shall be announced at
the meeting.

Section 12. Advance Notice Provision For Non-Rule
14a-8 Proposals. Any Stockholder proposal to be submitted
outside the processes of Rule 14a-8 under the Securities Exchange
Act of 1934, as amended, must be received by the Secretary of the
Corporation no later than seventy-five (75) days before the date
the Corporation mailed its proxy materials for the prior year's
annual meeting of Stockholders.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs
of the Corporation shall be managed under the direction of its
Board of Directors, except as otherwise provided in the
Certificate of Incorporation or permitted under the DGCL.

Section 2. Number and Qualifications. The number
of directors of the Corporation shall be not less than 5 nor more
than 30, which number may be fixed or changed from time to time,
within the minimum and maximum, by the Board of Directors.
Directors need not be residents of the State of Delaware or
Stockholders of the Corporation. A director of the Corporation
shall at all times meet all statutory and regulatory
qualifications for a director of a publicly held bank holding
company.

Section 3. Terms of Directors. The terms of all
directors shall expire at the next annual Stockholders meeting
following their election. A decrease in the number of directors
does not shorten an incumbent director's term. The term of a
director elected to fill a vacancy shall expire at the next
Stockholders meeting at which directors are elected. Despite the
expiration of a director's term, however, such director shall
continue to serve until the director's successor is elected and
qualified.

Section 4. Removal. Any director may be removed at
any time with or without cause by the affirmative vote of the
holders of a majority of the Shares then entitled to vote at an
election of directors except that whenever any Voting Group is
entitled to elect one or more directors by the Certificate of
Incorporation, this provision shall apply, in respect to the
removal without cause of a director or directors so elected, to
the Voting Group and not to the vote of the outstanding Shares as
a whole. A director may not be removed by the Stockholders at a
meeting unless the notice of the meeting states that the purpose,
or one of the purposes, of the meeting is removal of the
director. If any directors are so removed, new directors may be
elected at the same meeting.

Section 5. Vacancies and Newly Created
Directorships. Except in those instances where the Certificate
of Incorporation or applicable law provides otherwise, a majority
of directors then in office, although less than a quorum, or a
sole remaining director, may fill a vacancy or a newly created
directorship on the Board of Directors. A vacancy that will
occur at a specific later date (by reason of a resignation
effective at a later date or otherwise) may be filled before the
vacancy occurs by a majority of directors then in office,
including those who have so resigned, but the new director may
not take office until the vacancy occurs.

Section 6. Compensation. The Board of Directors
may provide for the compensation of directors for their services
as such and may provide for the payment or reimbursement of any
or all expenses reasonably incurred by them in attending meetings
of the Board or of any committee of the Board or in the
performance of their other duties as directors. Nothing herein
contained, however, shall prevent any director from serving the
corporation in any other capacity or receiving compensation
therefor.

Section 7. Executive Committee. The Board of
Directors may designate five or more directors who shall
constitute the Executive Committee of the Corporation. The
Executive Committee, between meetings of the Board of Directors
and subject to such limitations as may be required by law or
imposed by resolution of the Board of Directors, shall have and
may exercise all of the authority of the Board of Directors in
the management of the Corporation.

Meetings of the Executive Committee may be held at any
time on call of its Chairman or any two members of the Committee.
A majority of the members shall constitute a quorum at all
meetings. The Executive Committee shall keep minutes of its
proceedings and shall report its actions to the next succeeding
meeting of the Board of Directors.

Section 8. Compensation Committee. The Board of
Directors, by resolution may designate three or more directors
who shall not be otherwise employed by the Corporation or its
subsidiaries who shall constitute the Compensation Committee of
the Corporation.

The Compensation Committee shall provide overall
guidance with respect to the establishment, maintenance and
administration of the Corporation's compensation programs and
employee benefit plans.

The Compensation Committee shall review and approve the
annual compensation, including salary, incentive compensation and
other benefits, direct and indirect, for officers who serve as
executive officers of the Corporation. The Compensation
Committee shall also approve and adopt proposals related to any
employee benefit plan of the Corporation or its subsidiaries in
which any officer participates who also serves as an executive
officer of the Corporation, including proposals for the adoption,
amendment, modification or termination of such plans. As to the
salary, incentive compensation and other benefits, direct and
indirect, for the Chief Executive Officer of the Corporation and
of all other officers of the Corporation who are also Directors
of the Corporation, the Compensation Committee shall submit
recommendations to the Executive Committee for review and
concurrence prior to their submission to the Board of Directors
for approval.

The Committee shall administer all plans of the
Corporation that provide for awards of the stock options, stock
appreciation rights, restricted stock or other similar stock-
based awards unless otherwise provided for in the plans.

The Compensation Committee shall have such other
purposes and such other powers as the Board of Directors may from
time to time determine. As used throughout these Bylaws, the
term "executive officer" means those officers of the Corporation
who are designated as such from time to time by the Board.

Meetings of the Compensation Committee shall be held
quarterly or at any time on call of the Chairman of the
Compensation Committee. A majority of the members shall
constitute a quorum at all meetings. The Compensation Committee
shall keep minutes of its proceedings and shall report its
actions in writing to the next succeeding meeting of the Board of
Directors.

Section 9. Management Compensation Committee. The
Board of Directors, by resolution adopted by a majority of the
Directors may designate the Chief Executive Officer and such
other officers as it deems appropriate to constitute the members
of a Management Compensation Committee. The Chief Executive
Officer shall be the Chairman of the Management Compensation
Committee.

The Management Compensation Committee shall have the
authority to establish the titles and the compensation, including
salaries, incentive compensation and other benefits, direct and
indirect, for all employees of the Corporation and its
subsidiaries who are not officers and for all officers of the
Corporation and its subsidiaries who do not serve as executive
officers of the Corporation. In connection with its duties, the
Management Compensation Committee shall approve all annual
compensation budgets, all employee benefits plans, the salary
guidelines for positions and all incentive compensation plans for
such employees and officers of the Corporation and its
subsidiaries.

The Management Compensation Committee may allocate to a
member of the Management Compensation Committee the authority to
establish titles and the compensation, including salaries,
incentive compensation awards pursuant to incentive compensation
plans previously approved by the Management Compensation
Committee, and other benefits for all personnel within such
member's area of functional responsibility except with respect to
promotions to the title of Executive Vice President or its
equivalent and except with respect to actions related to officers
in Job Band I. A member of the Management Compensation Committee
may delegate such member's authority with respect to such matters
to one or more officers within such member's area of functional
responsibility pursuant to procedures established by such member
from time to time; provided, however, any such action taken
pursuant to any such delegation of authority shall be subject to
ratification by such member of the Management Compensation
Committee.

The Management Compensation Committee shall make
recommendations from time to time to the Compensation Committee
regarding the establishment, amendment, modification and
termination of any employee benefit plans sponsored by the
Corporation and its subsidiaries in which any officer of the
Corporation or its subsidiaries participates who also serves as
an executive officer of the Corporation.

The Management Compensation Committee shall have such
other purposes and such other powers as the Board of Directors
may from time to time determine.

Meetings of the Management Compensation Committee shall
be held quarterly or at any time on call of the Chairman of the
Management Compensation Committee. A majority of the members
shall constitute a quorum at all meetings. The Management
Compensation Committee shall keep minutes of its proceedings and
shall report its actions to the Compensation Committee.

Section 10. Audit Committee. The Board of Directors
shall designate three or more directors who shall not be
otherwise employed by the Corporation or its subsidiaries to
constitute the Audit Committee of the Board.

The Audit Committee shall have such powers and duties
as described from time to time by resolutions of the Board of
Directors. The Audit Committee shall keep minutes of its
proceedings and shall report its actions to the next succeeding
meeting of the Board of Directors.

Section 11. Other Committees. The Board of
Directors may create one or more other committees and appoint
members of the Board of Directors to serve on them. Each
committee must have one or more members, who serve at the
pleasure of the Board of Directors. The provisions of the DGCL
and these Bylaws that govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements
of the Board of Directors, shall apply to committees and their
members as well. To the extent specified by the Board of
Directors, each committee may exercise the authority of the Board
of Directors, except as to the matters which the DGCL
specifically excepts from the authority of such committees.
Nothing contained in this Section shall preclude the Board of
Directors from establishing and appointing any committee, whether
of directors or otherwise, not having or exercising the authority
of the Board of Directors.

ARTICLE V
MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular meeting of
the Board of Directors shall be held without other notice than
this Bylaw provision immediately after, and at the same place as,
the annual meeting of the Stockholders. In addition, the Board
of Directors may provide, by resolution, the date, time and
place, either within or without the State of North Carolina, for
the holding of additional regular meetings.

Section 2. Special Meetings. Special meetings of
the Board of Directors may be held at any date, time and place
upon the call of the Chairman of the Board, the Chief Executive
Officer or the President or of the Secretary acting under
instructions from the Chairman of the Board or the Chief
Executive Officer or the President, or upon the call of any three
directors. Special meetings may be held at any date, time and
place and without special notice by unanimous consent of the
directors.

Section 3. Notice. The person or persons calling a
special meeting of the Board of Directors shall, at least two
days before the meeting, give notice thereof by any usual means
of communication. Such notice may be communicated, without
limitation, in person; by telephone, telegraph, teletype or other
form of wire or wireless communication, or by facsimile
transmission; or by mail or private carrier. Written notice of a
directors meeting is effective at the earliest of the following:

(a) when received;

(b) upon its deposit in the United States mail, as
evidenced by the postmark, if mailed with postage
thereon prepaid and correctly addressed;

(c) if by facsimile, by acknowledgment of the
facsimile; or

(d) on the date shown on the confirmation of delivery
issued by a private carrier, if sent by private
carrier to the address of the director last known
to the Corporation.

Oral notice is effective when actually communicated to the
director. Notice of an adjourned meeting of directors need not
be given if the time and place are fixed at the meeting being
adjourned. The notice of any meeting of directors need not
describe the purpose of the meeting unless otherwise required by
the DGCL.

Section 4. Waiver of Notice. A director may waive
any notice required by the DGCL, the Certificate of Incorporation
or these Bylaws before or after the date and time stated in the
notice. The waiver must be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate
records, except that, notwithstanding the foregoing requirement
of written notice, a director's attendance at or participation in
a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the expressly
objects to holding the meeting or transacting business at the
because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Stockholders,
directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by
the Certificate of Incorporation.

Section 5. Quorum. A majority of the number of
directors in office immediately before the meeting begins, but in
no case less than 1/3 of the total number of directors fixed by
the Board of Directors, shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors,
but if less than such majority is present at a meeting, a
majority of directors present may adjourn the meeting from time
to time without further notice.

Section 6. Manner of Acting. Except as otherwise
provided in the Certificate of Incorporation or herein, the act
of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors,
except as otherwise provided by the DGCL.

Section 7. Conduct of Meetings. The Chairman or
the Chief Executive Officer shall preside at all meetings of the
Board of Directors; provided, however, that in the absence or at
the request of the Chairman of the Board, or if there shall not
be a person holding such offices, the person selected to preside
at a meeting of directors by a vote of a majority of the
directors present shall preside at such meeting. The Secretary,
or in the absence or at the request of the Secretary, any person
designated by the person presiding at a meeting of the Board of
Directors, shall act as secretary of such meeting.

Section 8. Action Without a Meeting. Any action
required or permitted to be taken at a Board of Directors meeting
may be taken without a meeting if the action is taken by all
members of the Board. The action must be evidenced by one or
more written consents describing the action taken, which consent
or consents shall be included in the minutes or filed with the
corporate records.

Section 9. Participation Other Than in Person. The
Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all
directors participating may simultaneously hear each other during
the meeting. A director participating in a meeting by this means
is deemed to be present in person at such meeting.

ARTICLE VI
OFFICERS

Section 1. Officers of the Corporation. The
officers of the Corporation may include a Chairman of the Board,
a Chief Executive Officer, a President, one or more Vice
Chairmen, one or more Division Presidents, one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more
Vice Presidents, a Secretary, a Treasurer, and such other
officers, assistant officers and agents, as may be appointed from
time to time by or under the authority of the Board of Directors
including that authority vested under Section 8 or 9 of Article
IV hereof. The same individual may simultaneously hold more than
one office in the Corporation, but no individual may act in more
than one capacity where action of two or more officers is
required. The title of any officer may include any additional
designation descriptive of such officer's duties as the Board of
Directors may prescribe.

Section 2. Appointment and Term. The officers of
the Corporation shall be appointed by the Board of Directors or
by a committee or an officer authorized by the Board of Directors
to appoint one or more officers; provided, however, that no
officer may be authorized to appoint the Chairman of the Board,
the Chief Executive Officer or the President. Each officer shall
hold office until his or her death, resignation, retirement,
removal or disqualification or until such officer's successor is
elected and qualified.

Section 3. Compensation. The compensation of all
officers of the Corporation shall be fixed by or under the
authority of the Board of Directors or in accordance with
Sections 8 and 9 of Article IV hereof. No officer shall be
prevented from receiving such salary by reason of the fact that
such officer is also a director.

Section 4. Resignation and Removal of Officers. An
officer may resign at any time by communicating such officer's
resignation to the Corporation. A resignation is effective when
it is communicated unless it specifies in writing a later
effective date. If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the
Board of Directors may fill the pending vacancy before the
effective date if the Board of Directors provides that the
successor does not take office until the effective date. The
Board of Directors, by the affirmative vote of a majority of its
members, may remove the Chairman of the Board, the Chief
Executive Officer or the President whenever in its judgment the
best interest of the Corporation would be served thereby. In
addition, the Board of Directors or a committee or an officer
authorized by the Board of Directors may remove any other officer
at any time with or without cause. A vacancy in any office
because of death, resignation, removal, disqualification or
otherwise, may be filled by the directors or in accordance with
Section 8 or 9 of Article IV hereof for the unexpired portion of
the term.

Section 5. Contract Rights of Officers. The
appointment of an officer does not itself create contract rights.
An officer's removal does not itself affect the officer's
contract rights, if any, with the Corporation, and an officer's
resignation does not itself affect the Corporation's contract
rights, if any, with the officer.

Section 6. Bonds. The Board of Directors may by
resolution require any officer, agent or employee of the
Corporation to give bond to the Corporation, with sufficient
sureties, conditioned on the faithful performance of the duties
of the applicable office or position, and to comply with such
other conditions as may from time to time be required by the
Board of Directors. Such bonds may be scheduled or blanket form
and the premiums shall be paid by the Corporation.

Section 7. Chief Executive Officer. The Board of
Directors may appoint a Chief Executive Officer. The Chief
Executive Officer shall, subject to the direction and control of
the Board of Directors, supervise and control the business and
affairs of the Corporation. In general the Chief Executive
Officer shall perform all duties incident to the position of
chief executive officer or as may be prescribed by the Board of
Directors or these Bylaws from time to time.

Section 8. Chairman of the Board. The Board of
Directors may appoint from among its members an officer
designated as the Chairman of the Board, but the appointment of a
Chairman of the Board shall not be required. If a Chairman of
the Board shall be appointed, then the Chairman of the Board
shall have such other duties and authority as may be prescribed
by the Board of Directors from time to time. In general the
Chairman of the Board shall perform all duties incident to the
position of chairman of the board or as may be prescribed by the
Board of Directors or these Bylaws from time to time.

Section 9. President. The Board of Directors may
appoint a President. The President shall perform the duties and
exercise the powers of that office and, in addition, the
President shall perform such other duties and shall have such
other authority as the Board of Directors shall prescribe. In
general the President shall perform all duties incident to the
position of president or as may be prescribed by the Board of
Directors or these Bylaws from time to time. The Board of
Directors shall, if it deems such action necessary or desirable,
designate the officer of the Corporation who is to perform the
duties of the President in the event of such officer's absence or
inability to act.

Section 10. Vice Chairman. The Board of Directors
may appoint one or more officers designated as the Vice Chairman,
but the appointment of one or more Vice Chairmen shall not be
required. If one or more Vice Chairmen shall be appointed, then
one or more Vice Chairmen shall have such duties and authority as
may be prescribed by the Board of Directors from time to time.

Section 11. Division Presidents. The Board of
Directors may appoint one or more officers designated as Division
Presidents, but the appointment of one or more Division
Presidents shall not be required. If one or more Division
Presidents shall be appointed, then the Division President(s)
shall have such duties and authority as may be prescribed by the
Board of Directors from time to time.

Section 12. Managing Directors and Vice Presidents.
The Board of Directors may appoint one or more Managing Directors
and one or more Vice Presidents. Categories of Vice Presidents
may include, but are not limited to, Group Executive Vice
Presidents, Executive Vice Presidents, Senior Vice Presidents,
and Assistant Vice Presidents. The Board of Directors may create
categories of Managing Directors. Each Managing Director and
each Vice President shall have such duties and authorities as may
be described by the Board of Directors or by the officer to whom
such Managing Director or Vice President reports.

Section 13. Secretary. The Secretary shall: (a)
keep the minutes of meetings of the Stockholders and of the Board
of Directors in one or more books provided for that purpose; (b)
have the responsibility and authority to maintain and
authenticate the records of the Corporation; (c) see that all
notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (d) be custodian of the corporate
records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly
authorized; (e) keep a register of the post office address of
each Stockholder which shall be furnished to the Secretary by
such Stockholder; (f) sign with the Chairman of the Board, or
President or any Vice President, provided that in lieu of the
Secretary's signature the Treasurer or an Assistant Treasurer or
an Assistant Secretary may sign, certificates for Shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (g) have general charge of
the stock transfer books of the Corporation; and (h) in general
perform all duties incident to the office of the Secretary and
such other duties as from time to time may be assigned to the
Secretary by the Chief Executive Officer of the Corporation, the
Board of Directors or a committee under these Bylaws.

Section 14. Treasurer. The Treasurer shall: (a)
have charge and custody of all funds and securities of the
Corporation; receive and give receipts for moneys due and payable
to the Corporation from any source whatsoever, and deposit all
such moneys in the name of the Corporation in such banks, trust
companies or other depositories; and (b) in general perform all
of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to the Treasurer by
the Chief Executive Officer of the Corporation, the Board of
Directors or a committee under these Bylaws.

Section 15. Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers, if
any, shall, in the event of the death or inability or refusal to
act of the Secretary or the Treasurer, respectively, have all the
powers and perform all of the duties of those offices, and they
shall, in general, perform such duties as shall be assigned to
them by the Secretary or the Treasurer, respectively, or by the
Chief Executive Officer of the Corporation or the Board of
Directors.

ARTICLE VII
SHARES AND THEIR TRANSFER

Section 1. Shares. Shares of the Corporation may
but need not be represented by certificates.

When Shares are represented by certificates, the
Corporation shall issue such certificates in such form as shall
be required by the DGCL and as determined by the Board of
Directors, to every Stockholder for the fully paid Shares owned
by such Stockholder. Each certificate shall be signed by, or
shall bear the facsimile signature of, the Chairman of the Board,
the President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation and may
bear the corporate seal of the Corporation or its facsimile. All
certificates for the Corporation's Shares shall be consecutively
numbered or otherwise identified. The name and address of the
person to whom the Shares represented by a certificate are
issued, with the number of Shares and date of issue, shall be
entered on the stock transfer books of the Corporation. Such
information may be stored or retained on discs, tapes, cards or
any other approved storage device relating to data processing
equipment; provided that such device is capable of reproducing
all information contained therein in legible and understandable
form, for inspection by Stockholders or for any other corporate
purpose.

When Shares are not represented by certificates, then
within a reasonable time after the issuance or transfer of such
Shares, the Corporation shall send the Stockholder to whom such
Shares have been issued or transferred a written statement of the
information required by the DGCL to be on certificates or a
statement that the Corporation will furnish such information
without charge to each Stockholder who so requests.

Section 2. Stock Transfer Books and Transfer of
Shares. The Corporation, or its agent, shall keep a book or set
of books to be known as the stock transfer books of the
Corporation, containing the name of each Stockholder of record,
together with such Stockholder's address and the number and class
or series of Shares held by such Stockholder. Transfer of Shares
of the Corporation represented by certificates shall be made on
the stock transfer books of the Corporation only upon surrender
of the certificates for the Shares sought to be transferred by
the holder of record thereof or by such holder's duly authorized
agent, transferee or legal representative, who shall furnish
proper evidence of authority to transfer with the Secretary. All
certificates surrendered for transfer shall be canceled before
new certificates for the transferred Shares shall be issued.

Section 3. Lost Certificates. The Board of
Directors or an officer so authorized by the Board may authorize
the issuance of a new certificate in place of a certificate
claimed to have been lost, destroyed or mutilated, upon receipt
of an affidavit of such fact from the persons claiming the loss
or destruction and any other documentation satisfactory to the
Board of Directors or such officer. At the discretion of the
party reviewing such claim, any such claimant may be required to
give the Corporation a bond in such sum as it may direct to
indemnify against the loss from any claim with respect to the
certificate claimed to have been lost or destroyed.

Section 4. Holder of Record. Except as otherwise
required by the DGCL, the Corporation may treat the person in
whose name the Shares stand of record on its books as the
absolute owner of the Shares and the person exclusively entitled
to receive notification and distributions, to vote, and to
otherwise exercise the rights, powers and privileges of ownership
of such Shares.

Section 5. Transfer Agent and Registrar;
Regulations. The Corporation may, if and whenever the Board of
Directors so determines, maintain in the State of Delaware or any
other state of the United States, one or more transfer offices or
agencies and also one or more registry offices which officers and
agencies may establish rules and regulations for the issue,
transfer and registration of certificates. No certificates for
Shares of stock of the Corporation in respect of which a Transfer
Agent and Registrar shall have been designated shall be valid
unless countersigned by such Transfer Agent and registered by
such Registrar. Any such countersignature may be a facsimile.
The Board may also make such additional rules and regulations as
it may deem expedient concerning the issue, transfer and
registration of certificates.

ARTICLE VIII
INDEMNIFICATION

Section 1. Right to Indemnification. Each person
who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director, officer, or employee of the Corporation
or 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 or other enterprise,
including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, or employee or agent, shall
be indemnified and held harmless by the Corporation to the
fullest extent authorized by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased
to be a director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in
Section 3 of this Article VIII with respect to proceedings to
enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or
part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

Section 2. Right to Advancement of Expenses. The
right to indemnification conferred in this Article shall include
the right to be paid by the Corporation the expenses incurred in
defending any proceeding for which such right to indemnification
is applicable in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the DGCL
requires, an advancement of expenses incurred by an indemnitee in
his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation
of an undertaking (hereinafter an "undertaking"), by or on behalf
of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.

Section 3. Right of Indemnitee to Bring Suit. The
rights to indemnification and to the advancement of expenses
conferred in Sections 1 and 2 of this Article VIII shall be
contract rights. If a claim under Sections 1 and 2 of this
Article VIII is not paid in full by the Corporation within sixty
days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending
such suit. In (i) any suit brought by the indemnitee to enforce
a right to indemnification hereunder (but not in a suit brought
by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for
indemnification set forth in the DGCL. Neither the failure of
the Corporation (including its Board of Directors, independent
legal counsel, or its Stockholders) to have made a determination
prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct set forth
in the DGCL, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or
its Stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article or otherwise
shall be on the Corporation.

Section 4. Non-Exclusivity of Rights. The rights
to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the
Corporation's certificate of incorporation, bylaw, agreement,
vote of Stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person
against such expense, liability or loss under the DGCL.

Section 6. Indemnification of Agents of the
Corporation. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification, and to the advancement of expenses to any agent
of the Corporation to the fullest extent of the provisions of
this Article with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

ARTICLE IX
GENERAL PROVISIONS

Section 1. Execution of Instruments. All
agreements, indentures, mortgages, deeds, conveyances, transfers,
contracts, checks, notes, drafts, loan documents, letters of
credit, master agreements, swap agreements, guarantees,
certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, powers of attorney, and other
instruments or documents may be signed, executed, acknowledged,
verified, attested, delivered or accepted on behalf of the
Corporation by the Chairman of the Board, the Chief Executive
Officer, the President, any Vice Chairman, any Division
President, any Managing Director, any Vice President, any
Assistant Vice President, or any individual who is listed on the
Corporation's Officer's payroll file in a position equal to any
of the aforementioned officer positions, or such other officers,
employees or agents as the Board of Directors or any of such
designated officers or individuals may direct. The provisions of
this Section 1 are supplementary to any other provision of these
Bylaws and shall not be construed to authorize execution of
instruments otherwise dictated by law.

Section 2. Voting of Shares. The Chairman of the
Board, the Chief Executive Officer the President, any Vice
Chairman, any Division President, any Executive Vice President,
any Managing Director, the Secretary, the Treasurer, or such
other officers, employees or agents as the Board of Directors or
such designated officers may direct are authorized to vote,
represent and exercise on behalf of the Corporation all rights
incident to any and all Shares of any other corporations or
associations standing in the name of the Corporation. The
authority herein granted to said individual to vote or represent
on behalf of the Corporation any and all Shares held by the
Corporation in any other corporations or associations may be
exercised either by the individual in person or by any duly
executed proxy or power of attorney.

Section 3. Distributions. The Board of Directors
may from time to time authorize, and the Corporation may pay or
distribute, dividends or other distributions on its outstanding
Shares in such manner and upon such terms and conditions as are
permitted by the Certificate of Incorporation and the DGCL.

Section 4. Seal. The Board of Directors shall
provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation and the
words "corporate seal." In the execution on behalf of the
Corporation of any instrument, document, writing, notice or
paper, it shall not be necessary to affix the corporate seal of
the Corporation thereon, and any such instrument, document,
writing, notice or paper when executed without said seal affixed
thereon shall be of the same force and effect and as binding on
the Corporation as if said corporate seal had been affixed
thereon in each instance.

Section 5. Amendments. The Board of Directors may
amend or repeal these Bylaws and may adopt new Bylaws at any
regular or special meeting of the Board of Directors. The
Stockholders of the Corporation may also amend or repeal these
Bylaws and may adopt new Bylaws.