BYLAWS



                                       OF



                          PSS DELAWARE COMPANY 4, INC.



                            (A DELAWARE CORPORATION)



                                    ARTICLE I



                                  STOCKHOLDERS



         1.       Certificates Representing Stock. Certificates representing

stock in the corporation shall be signed by, or in the name of, the corporation

by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by

the President or a Vice-President and by the Treasurer or an Assistant Treasurer

or the Secretary or an Assistant Secretary of the corporation. Any or all the

signatures on any such certificate may be a facsimile. In case any officer,

transfer agent, or registrar who has signed or whose facsimile signature has

been placed upon a certificate shall have ceased to be such officer, transfer

agent, or registrar before such certificate is issued, it may be issued by the

corporation with the same effect as if such person were such officer, transfer

agent, or registrar at the date of issue.



         Whenever the corporation shall be authorized to issue more than one

class of stock or more than one series of any class of stock, and whenever the

corporation shall issue any shares of its stock as partly paid stock, the

certificates representing shares of any such class or series or of any such

partly paid stock shall set forth thereon the statements prescribed by the

General Corporation Law of the State of Delaware. Any restrictions on the

transfer or registration of transfer of any shares of stock of any class or

series shall be noted conspicuously on the certificate representing such shares.



         The corporation may issue a new certificate of stock or uncertificated

shares in place of any certificate theretofore issued by it, alleged to have

been lost, stolen, or destroyed, and the Board of Directors may require the

owner of the lost, stolen, or destroyed certificate, or such owner's legal

representative, to give the corporation a bond sufficient to indemnify the

corporation 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

any such new certificate or uncertificated shares.



         2.       Uncertificated Shares. Subject to any conditions imposed by

the General Corporation Law, the Board of Directors of the corporation may

provide by resolution or resolutions that some or all of any or all classes or

series of the stock of the corporation shall be uncertificated shares. Within a

reasonable time after the issuance or transfer of any uncertificated shares, the

corporation shall send to the registered owner thereof any written notice

prescribed by the General Corporation Law of the State of Delaware.







         3.       Fractional Share Interests. The corporation may, but shall not

be required to, issue fractions of a share. If the corporation does not issue

fractions of a share, it shall (1) arrange for the disposition of fractional

interests by those entitled thereto, (2) pay in cash the fair value of fractions

of a share as of the time when those entitled to receive such fractions are

determined, or (3) issue scrip or warrants in registered form (either

represented by a certificate or uncertificated) or bearer form (represented by a

certificate) which shall entitle the holder to receive a full share upon the

surrender of such scrip or warrants aggregating a full share. A certificate for

a fractional share or an uncertificated fractional share shall, but scrip or

warrants shall not, unless otherwise provided therein, entitle the holder to

exercise voting rights, to receive dividends thereon, and to participate in any

of the assets of the corporation in the event of liquidation. The Board of

Directors may cause scrip or warrants to be issued subject to the conditions

that they shall become void if not exchanged for certificates representing the

full shares or uncertificated full shares before a specified date, or subject to

the conditions that the shares for which scrip or warrants are exchangeable may

be sold by the corporation and the proceeds thereof distributed to the holders

of scrip or warrants, or subject to any other conditions which the Board of

Directors may impose.



         4.       Stock Transfers. Upon compliance with provisions restricting

the transfer or registration of transfer of shares of stock, if any, transfers

or registration of transfers of shares of stock of the corporation shall be made

only on the stock ledger of the corporation by the registered holder thereof, or

by the registered holder's attorney thereunto authorized by power of attorney

duly executed and filed with the Secretary of the corporation or with a transfer

agent or a registrar, if any, and, in the case of shares represented by

certificates, on surrender of the certificate or certificates for such shares of

stock properly endorsed and the payment of all taxes due thereon.



         5.       Record Date for Stockholders. 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, the Board of Directors 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 of Directors, and

which record date shall not be more than sixty nor less than ten days before the

date of such meeting. If no record date is fixed by the Board of Directors, 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. 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 of Directors may fix a new record date for the

adjourned meeting. In order that the corporation may determine the stockholders

entitled to consent to corporate action in writing without a meeting, the Board

of Directors 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 of

Directors, and which date shall not be more than ten days after the date upon

which the resolution fixing the record date is adopted by the Board of

Directors. If no record date has been fixed by the Board of Directors, the

record date for determining the stockholders entitled to consent to corporate

action in writing without a meeting, when no prior action by the Board of

Directors is required by the General Corporation Law, shall be the first date on

which a signed written consent setting forth the action taken or proposed to be

taken is delivered to the corporation by delivery to its registered office in



                                      -2-





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 made to the corporation's registered

office shall be by hand or by certified or registered mail, return receipt

requested. If no record date has been fixed by the Board of Directors and prior

action by the Board of Directors is required by the General Corporation Law of

the State of Delaware, the record date for determining stockholders entitled to

consent to corporate action in writing without a meeting shall be at the close

of business on the day on which the Board of Directors adopts the resolution

taking such prior action. In order that the corporation may determine the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC