**AMENDEDAND RESTATEDBYLAWS OFDMC STRATEX NETWORKS, INC.**

(Amended and Restated as of October 17, 2001)

# ARTICLEIOFFICES

## Section 1.  Theregistered office shall be in the City of Wilmington, County of New Castle,State of Delaware.

## Section 2.  Thecorporation may also have offices at such other places both within and withoutthe State of Delaware as the Board of Directors may from time to time determineor the business of the corporation may require.

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# ARTICLE IISTOCKHOLDERS

## Section 1.  Allmeetings of the stockholders for the election of directors shall be held in theCity of San Jose, State of California, at such place as may be fixed from timeto time by the Board of Directors, or at such other place either within orwithout the State of Delaware as shall be designated from time to time by theBoard of Directors and stated in the notice of the meeting. Meetings ofstockholders for any other purpose may be held at such time and place, withinor without the State of Delaware, as shall be stated in the notice of themeeting or in a duly executed waiver of notice thereof.

## Section 2. Annual meetings of stockholders shall be held on the third Thursday inJuly, if not a legal holiday and, if a legal holiday, then on the nextsucceeding business day following, at the same hour and place, or at such otherdate and time as shall be designated from time to time by the Board ofDirectors and stated in the notice of the meeting, at which they shall elect bya plurality vote a Board of Directors, and transact such other business as mayproperly be brought before the meeting.

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## Section 3. Written notice of the annual meeting stating the place, date and hour ofthe meeting shall be given to each stockholder entitled to vote at such meetingnot less than ten (10) nor more than sixty (60) days before the date ofthe meeting.

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## Section 4.  Theofficer who has charge of the stock ledger of the corporation shall prepare andmake, at least ten (10) days before every meeting of stockholders, acomplete list of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stock­holder. Such list shall be opento the examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) daysprior to the meeting, either at a place within the city where the meeting is tobe held, which place shall be specified in the notice of the meeting, or, ifnot so specified, at the place where the meeting is to be held. The list shallalso be produced and kept at the time and place of the meeting during the wholetime thereof, and may be inspected by any stockholder who is present.

## Section 5. Special meetings of stockholders shall be called by the president orsecretary at the request in writing of a majority of the Board of Directors orupon written application of one or more stockholders who hold at least fortypercent (40%) of the capital stock entitled to vote at such meeting. Suchrequest of the Board of Directors or written application of the stockholdersshall state the purpose or purposes of the proposed special meeting. The place,date and time of any special meeting shall be determined by the Board of Directors.Such determina­tion shall include the record date for determining the stock­holdershaving the right to notice of and to vote at such meeting.

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## Section 6. Written notice of a special meeting stating the place, date and hour ofthe meeting and the purpose or purposes for which the meeting is called, shallbe given not less than ten (10) nor more than sixty (60) days before thedate of the meeting, to each stockholder entitled to vote at such meeting.

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## Section 7. Only such business shall be conducted at a special meeting as shall havebeen stated in the written notice of the meeting as the purpose or purposes forthe meeting.

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## Section 8.  Theholders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorumat all meetings of the stockholders for the transaction of business except asotherwise provided by statute or by the certificate of incorporation. If,however, such quorum shall not be present or represented at any meeting of thestockholders, the stockholders entitled to vote thereat, present in person orrepresented by proxy, shall have power to adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorum shallbe present or represented. At such adjourned meeting at which a quorum shall bepresent or represented any business may be transacted which might have beentransacted at the meeting as originally notified. If the adjournment is formore than thirty (30) days, or if after the adjournment a new record dateis fixed for the adjourned meeting, a notice of the adjourned meeting shall begiven to each stockholder of record entitled to vote at the meeting.

## Section 9.  Inall matters other than the election of directors, the affirmative vote of amajority of shares present in person or represented by proxy at any meeting andentitled to vote on the subject matter shall be the act of the stockholders,unless the question is one upon which by express provision of any statute or ofthe certificate of incorporation, a different vote is required, in which casesuch express provision shall govern and control the decision of such question.

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## Section 10. Unless otherwise provided in the certificate of incorporation, eachstockholder shall at every meeting of the stockholders be entitled to one votein person or by proxy for each share of the capital stock having voting powerheld by such stockholder, but no proxy shall be voted on after three years fromits date, unless the proxy provides for a longer period.

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## Section 11. Unless otherwise provided in the certifi­cate of incorporation, andsubject to the provisions of Article II, Section 12 of these Bylaws,any action required to be taken at any annual or special meeting ofstockholders of the corporation, or any action which may be taken at any annualor special meeting of such stockholders, may be taken without a meeting,without prior notice and without a vote, if a consent in writing setting forththe action so taken, shall be signed by the holders of outstanding stock havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all shares entitled to vote thereonwere present and voted. Prompt notice of the taking of the corporate actionwithout a meeting by less than unanimous written consent shall be given tothose stockholders who have not consented in writing.

## Section 12.  Inorder that the corporation may deter­mine the stockholders entitled to consentto corporate action in writing without a meeting pursuant to Article II,Section 11 of these Bylaws, the Board of Directors may fix a record date,which record date shall not precede the date upon which the resolution fixingthe record date is adopted by the Board of Directors, and which record dateshall not be more than ten (10) days after the date upon which theresolution fixing the record date is adopted by the Board of Directors. Anystockholder of record seeking to have the stockholders authorize or takecorporate action by written consent shall, by written notice to the secretary,request the Board of Directors to fix a record date. The Board of Directorsshall promptly, but in all events within ten (10) days after the date onwhich such a request is received, adopt a resolution fixing the record date. Ifno record date has been fixed by the Board of Directors within such ten(10) day period, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting, when no prior actionby the Board of Directors is required by applicable law, shall be the firstdate on which a signed written consent setting forth the action taken orproposed to be taken is delivered to the corporation by delivery to its registeredoffice in the state of Delaware, its principal place of business, or an officeror agent of the corporation having custody of the book in which proceedings ofstockholders’ meetings are recorded, to the attention of the secretary of thecorporation. Delivery shall be by hand or by certified or registered mail,return receipt requested. If no record date has been fixed by the Board ofDirectors and prior action by the Board of Directors is required by applicablelaw, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting shall be at the close of businesson the date on which the Board of Directors adopts the resolution taking suchprior action.

## Section 13.  Atany annual meeting of the stockholders, only such business shall be conductedas shall be properly before the meeting. To be properly before an annualmeeting, business must be (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors,(b) otherwise properly brought before the meeting by or at the directionof the Board of Directors, or (c) otherwise properly brought before themeeting by a stockholder. For business to be properly brought before an annualmeeting by a stockholder, the stockholder must have given timely notice thereofin writing to the secretary. To be timely, a stockholder’s notice must bedelivered to or mailed and received at the principal place of business of thecorporation not less than sixty (60) days nor more than ninety(90) days prior to the meeting; provided, however, that in the event thatless than seventy (70) days’ notice or prior public disclosure of the dateof the meeting is given or made to stockholders, notice by the stockholder tobe timely must be received not later than the close of business on the tenthday following the day on which such notice of the date of the meeting wasmailed or such public disclosure was made.1 A stockholder’s written notice to the secretary shall set forth as to eachmatter the stockholder proposes to bring before the annual meeting (a) adescription of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting, (b) thename and address as they appear on the corporation’s books of the stockholderproposing such business, (c) the class and number of shares of thecorporation which are beneficially owned by such stockholder, and (d) anymaterial interest of such stockholder in such business.  Notwithstanding anything in these Bylaws tothe contrary, no business shall be conducted at any annual meeting unlessproperly brought before such meeting in accordance with the procedures setforth in this Section 13. The chairman of the meeting shall, if the factswarrant, determine and declare to the meeting that business was not properlybrought before the meeting in accordance with the provisions of thisSection 13 and if it shall be so determined, the chairman of the meetingshall so declare this to the meeting and such business not properly broughtbefore the meeting shall not be transacted.

 

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[1]It shall be necessary for the corporation to determine the date of each annualmeeting at least 70 days in advance thereof and make a public disclosure ofsuch date and of the provisions of Article II, Section 13 of theseBylaws.

## Section 14. Only persons who are nominated in accordance with the procedures setforth in this Section 14 shall be eligible for election as directors ofthe corporation by the stockholders. Nominations of persons for election to theBoard of Directors may be made at a meeting of stockholders by or at thedirection of the Board of Directors or by any stockholder of the corporationentitled to vote for the election of directors at the meeting who complies withthe notice procedures set forth in this Section 14. Such nominations,other than those made by or at the direction of the Board of Directors, shallbe made pursuant to timely notice in writing to the secretary. To be timely, astockholder’s notice shall be delivered to or mailed and received at theprincipal place of business of the corporation not less than sixty (60) normore than ninety (90) days prior to the meeting; provided, however, thatin the event that less than seventy (70) days’ notice or prior publicdisclosure of the date of the meeting is given or made to stockholders, noticeby the stockholder to be timely must be so received not less than the close ofbusiness on the tenth day following the day on which such notice of the date ofthe meeting was mailed or such public disclosure was made. Such stockholder’snotice shall set forth (a) as to each person whom the stockholder proposesto nominate for election or re–election as a director (i) the name,age, business address and residence address of such person, (ii) theprincipal occupation or employment of such person, (iii) the class andnumber of shares of the corporation which are beneficially owned by such personand (iv) any other information relating to such person that is required tobe disclosed in solicitations of proxies for election of directors or isotherwise required in each case pursuant to Regulation 14A under the Securitiesand Exchange Act of 1934, as amended (including without limitation suchperson’s written consent to being named in the proxy statement as a nominee andto serving as a director if elected); and (b) as to the stockholder givingthe notice (i) the name and address, as they appear on the corporation’sbooks of such stockholder, (ii) the class and number of shares of thecorporation which are beneficially owned by such stockholder, and(iii) any material relationship of the stockholder to the person thestockholder proposes to nominate. At the request of the Board of Directors anyperson nominated by the Board of Directors for election as a director shallfurnish to the secretary that information required to be set forth in astockholder’s notice of nomination which pertains to the nominee. No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth in this Section 14.The chairman of the meeting shall, if the facts warrant, determine and declareto the meeting that a nomination was not made in accordance with the provisionsof this Section 14 and if it shall be so determined, the chairman shall sodeclare this to the meeting and the defective nomination shall be disregarded.

# ARTICLE IIIDIRECTORS

## Section 1.  Thenumber of directors that shall constitute the whole board shall be no less thansix (6). The directors shall be elected at the annual meeting of thestockholders, except as provided in Section 2 of this Article, and eachdirector elected shall hold office until his or her successor is elected andqualified. Directors need not be stockholders, but shall not be older than 70years of age on the date of their election or appointment to be eligible toserve as a director unless otherwise specifically approved by resolution passedby the directors then in office or by the sole remaining director.

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## Section 2. Vacancies and newly created directorships resulting from any increase inthe authorized number of directors elected by all of the stockholders having aright to vote as a single class may be filled by a majority of the directorsthen in office, though less than a quorum, or by a sole remaining director, andthe directors so chosen shall hold office until the next annual election anduntil their successors are duly elected and qualified, unless sooner removed.If there are no directors in office, then an election of directors may be heldin the manner provided by statute. If, at the time of filling any vacancy orany newly created directorship, the directors then in office shall constituteless than a majority of the whole Board of Directors (as constitutedimmediately prior to any such increase), the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least ten percent(10%) of the total number of the shares at the time outstanding having theright to vote for such directors, summarily order an election to be held tofill any such vacancies or newly created director­ships, or to replace thedirectors chosen by the directors then in office.

## Section 3.  Thebusiness of the corporation shall be managed by or under the direction of itsBoard of Directors which may exercise all such powers of the corporation and doall such lawful acts and things as are not by statute or by the certifi­cate ofincorporation or by these Bylaws directed or required to be exercised or doneby the stockholders.

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## Section 4.  TheBoard of Directors of the corporation may hold meetings, both regular andspecial, either within or without the State of Delaware.

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## Section 5.  Thefirst meeting of each newly elected Board of Directors shall be held at suchtime and place as shall be fixed by the vote of the stockholders at the annualmeeting and no notice of such meeting shall be necessary to the newly electeddirectors in order legally to constitute the meeting, provided a quorum shallbe present. In the event of the failure of the stockholders to fix the time orplace of such first meeting of the newly elected Board of Directors, or in theevent such meeting is not held at the time and place so fixed by thestockholders, the meeting may be held at such time and place as shall bespecified in a notice given as hereinafter provided for special meetings of theBoard of Directors, or as shall be specified in a written waiver signed by allof the directors.

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## Section 6. Regular meetings of the Board of Directors may be held without notice atsuch time and at such place as shall from time to time be determined by theBoard of Directors.

## Section 7. Special meetings of the Board of Directors may be called by the Chairmanof the Board of Directors, the president, any vice–president, thesecretary or any two (2) directors on four (4) days’ notice to eachdirector by mail or two (2) days’ notice to each director eitherpersonally or by telegram.

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## Section 8.  Atall meetings of the Board of Directors, one–third (1/3) of the authorizednumber of directors, or two (2), whichever is greater, shall constitute aquorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act ofthe Board of Directors, except as may be otherwise specifically provided bystatute, by the certificate of incorporation or by Article III,Section 9 of these Bylaws. If a quorum shall not be present at any meetingof the Board of Directors, the directors present thereat may adjourn themeeting from time to time without notice other than announcement at themeeting, until a quorum shall be present.

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## Section 9. Unless otherwise restricted by the certificate of incorporation or theseBylaws, any action required or permitted to be taken at any meeting of theBoard of Directors or of any committee thereof may be taken without a meetingif all members of the Board of Directors or committee thereof, as the case maybe, consent thereto in writing, and the writing or writings are filed with theminutes of proceedings of the Board of Directors or committee thereof.

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## Section 10. Unless otherwise restricted by the certificate of incorporation or theseBylaws, members of the Board of Directors or any committee designated by theBoard of Directors, may participate in a meeting of the Board of Directors, orany committee thereof, by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.

## Section 11. The Board of Directors may, by resolution passed by a majority of thewhole board, designate one or more committees, each committee to consist of oneor more of the directors of the corporation. The Board of Directors maydesignate one or more directors as alternate members of any committee who mayreplace any absent or disqualified member at any meeting of the committee.

 

In the absence ordisqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he orthey constitute a quorum, may unanimously appoint another member of the Boardof Directors to act at the meeting in the place of any such absent ordisqualified member.

 

Any such committee, tothe extent provided in the resolution of the Board of Directors, shall have andmay exercise all the powers and authority of the Board of Directors in the managementof the business and affairs of the corporation, and may authorize the seal ofthe corporation to be affixed to all papers which may require it, but no suchcommittee shall have the power or authority in reference to amending thecertificate of incorporation, adopting an agreement of merger or consolidation,recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, recommending to thestockholders a dissolution of the corporation or a revocation of a dissolution,or amending the Bylaws of the corporation, and, unless the resolution or thecertificate of incorporation expressly so provide, no such committee shall havethe power or authority to declare a dividend or to authorize the issuance ofstock. Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the Board of Directors.

## Section 12. Each committee shall keep regular minutes of its meetings and report thesame to the Board of Directors when required.

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## Section 13. Unless otherwise restricted by the certificate of incorporation or theseBylaws, the Board of Directors shall have the authority to fix the compensationof directors. The directors may be paid their expenses, if any, of attendanceat each meeting of the Board of Directors and may be paid a fixed sum forattendance at each meeting of the Board of Directors or a stated salary asdirector. No such payment shall preclude any director from serving the corporationin any other capacity and receiving compensation therefor. Members of specialor standing committees may be allowed like compensation for attending committeemeetings.

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## Section 14. Unless otherwise restricted by the certificate of incorporation or theseBylaws, any director or the entire Board of Directors may be removed, with orwithout cause, by the holders of a majority of shares entitled to vote at anelection of directors.

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# ARTICLE IVNOTICES

## Section 1. Whenever, under the provisions of statutes or of the certificate ofincorporation or of these Bylaws, notice is required to be given to anydirector or stockholder, it shall not be construed to mean personal notice, butsuch notice may be given in writing, by mail, addressed to such director orstockholder, at his address as it appears on the records of the corporation,with postage thereon prepaid, and such notice shall be deemed to be given atthe time when the same shall be deposited in the United States mail. Notice todirectors may also be given by telegram.

## Section 2. Whenever any notice is required to be given under the provisions of thestatutes or of the certificate of incorporation or of these Bylaws, a waiverthereof in writing, signed by the person or persons entitled to said notice,whether before or after the time stated therein, shall be deemed equivalentthereto.

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# ARTICLE VOFFICERS

## Section 1.  Theofficers of the corporation shall be chosen by the Board of Directors and shallbe a Chairman of the Board, a president, one or more vice–presidents, asecretary and a chief financial officer. The Board of Directors may elect fromamong its members a Vice Chairman of the Board and may also choose one or moreassistant secretaries and assistant treasurers. Any number of offices may beheld by the same person, unless the certificate of incorporation or theseBylaws otherwise provide.

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## Section 2.  TheBoard of Directors at its first meeting after each annual meeting ofstockholders shall choose the officers of the corporation.

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## Section 3.  TheBoard of Directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by theBoard of Directors.

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## Section 4.  Thesalaries of all officers and agents of the corporation shall be fixed by theBoard of Directors.

## Section 5.  Theofficers of the corporation shall hold office until their successors are dulyelected and qualified. Any officer elected or appointed by the Board ofDirectors may be removed at any time by the affirmative vote of a majority ofthe Board of Directors. Any vacancy occurring in any office of the corporationshall be filled by the Board of Directors.

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## Section 6.  TheChairman of the Board shall preside at all meetings of the Board of Directorsand of the stockholders at which he shall be present and shall have and mayexercise such powers as are, from time to time, assigned by the Board ofDirectors and as may be provided by law.

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## Section 7.  Inthe absence of the Chairman of the Board, the Vice Chairman, if any, shallpreside at all meetings of the Board of Directors and of the stockholders atwhich he shall be present. The Vice Chairman shall have and may exercise suchpowers as are, from time to time, assigned by the Board of Directors and as maybe provided by law.

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## Section 8.  Thepresident shall be the general manager and chief executive officer of thecorporation, and in the absence of the Chairman and Vice Chairman of the Boardof Directors, shall preside at all meetings of the stockholders and the Boardof Directors. The president shall have general and active management of thebusiness of the corporation and shall see that all orders and resolutions ofthe Board of Directors are carried into effect.

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## Section 9.  Thepresident shall execute bonds, mortgages and other contracts requiring a seal,under the seal of the corporation, except where required or permitted by law tobe otherwise signed and executed and except where the signing and executionthereof shall be expressly delegated by the Board of Directors to some otherofficer or agent of the corporation.

## Section 10.  Inthe absence of the president or in the event of his inability or refusal toact, the vice president, if any, (or in the event there be more than one vicepresident, the vice presidents in the order designated by the directors, or inthe absence of any designation, then in the order of their election) shallperform the duties of the president, and when so acting, shall have all thepowers of and be subject to all the restrictions upon the president. The vicepresidents shall perform such other duties and have such other powers as theBoard of Directors may from time to time prescribe.

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## Section 11. The secretary shall attend all meetings of the Board of Directors andall meetings of the stockholders and record all the proceedings of the meetingsof the corporation and of the Board of Directors in a book to be kept for thatpurpose and shall perform like duties for the standing committees whenrequired. The secretary shall give or cause to be given, notice of all meetingsof the stockholders and special meetings of the Board of Directors and shallperform such other duties as may be prescribed by the Board of Directors orpresident, under whose supervision he shall be. The secretary shall havecustody of the corporate seal of the corporation, and the secretary or anassistant secretary shall have authority to affix the same to any instrumentrequiring it and when so affixed, it may be attested by his signature or by thesignature of such assistant secretary. The Board of Directors may give generalauthority to any other officer to affix the seal of the corporation and toattest the affixing by his signature.

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## Section 12. The assistant secretary, or if there be more than one, the assistantsecretaries in the order determined by the Board of Directors (or if there beno such determination, then in the order of their election) shall, in theabsence of the secretary or in the event of his or her inability or refusal toact, perform the duties and exercise the powers of the secretary and shallperform such other duties and have such other powers as the Board of Directorsmay from time to time prescribe.

## Section 13. The chief financial officer may also be designated by the alternatetitle of “treasurer.” The chief financial officer shall have the custody of thecorporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation and shalldeposit all moneys and other valuable effects in the name and to the credit ofthe corporation in such depositories as may be designated by the Board ofDirectors.

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## Section 14. The chief financial officer shall disburse the funds of the corporationas may be ordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the president and the Board of Directors, atits regular meetings, or when the Board of Directors so requires, an account ofall his transactions as treasurer and of the financial condition of thecorporation.

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## Section 15.  Ifrequired by the Board of Directors, the chief financial officer shall give thecorporation a bond (which shall be renewed every six years) in such sum andwith such surety or sureties as shall be satisfactory to the Board of Directorsfor the faithful performance of the duties of his office and for therestoration to the corporation, in case of his death, resignation, retirementor removal from office, of all books, papers, vouchers, money and otherproperty of whatever kind in his possession or under his control belonging tothe corporation.

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## Section 16. The assistant treasurer, or if there shall be more than one, theassistant treasurers in the order deter­mined by the Board of Directors (or ifthere be no such determination, then in the order of their election) shall, inthe absence of the chief financial officer or in the event of his inability orrefusal to act, perform the duties and exercise the powers of the chieffinancial officer and shall perform such other duties and have such otherpowers as the Board of Directors may from time to time prescribe.

# ARTICLE VISTOCK

## Section 1. Every holder of stock in the corporation shall be entitled to have acertificate, signed by, or in the name of the corporation by, the Chairman orVice Chairman of the Board of Directors, or the president or a vice presidentand the treasurer or an assistant treasurer, or the secretary or an assistant secretaryof the corporation, certifying the number of shares owned by the shareholder inthe corporation.

 

Certificates may beissued for partly paid shares and in such case upon the face or back of thecertificates issued to represent any such partly paid shares, the total amountof the consideration to be paid therefor, and the amount paid thereon shall bespecified.

 

If the corporation shallbe authorized to issue more than one class of stock or more than one series ofany class, the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof andthe qualification, limitations or restrictions of such preferences and/orrights shall be set forth in full or summarized on the face or back of thecertificate which the corporation shall issue to represent such class or seriesof stock, provided that, except as otherwise provided in Section 202 ofthe General Corporation Law of Delaware, in lieu of the fore­goingrequirements, there may be set forth on the face or back of the certificatewhich the corporation shall issue to represent such class or series of stock, astatement that the corporation will furnish without charge to each stockholderwho so requests the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights.

## Section 2.  Anyor all of the signatures on the certificate may be facsimile. In case anyofficer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it maybe issued by the corporation with the same effect as if he were such officer,transfer agent or registrar at the date of issue.

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## Section 3.  TheBoard of Directors may direct a new certificate or certificates to be issued inplace of any certifi­cate or certificates theretofore issued by the corporationalleged to have been lost, stolen or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate of stock to be lost, stolenor destroyed. When authorizing such issue of a new certificate or certificates,the Board of Directors may, in its discretion and as a condition precedent tothe issuance thereof, require the owner of such lost, stolen or destroyedcertificate or certificates, or his legal representative, to advertise the samein such manner as it shall require and/or to give the corporation a bond insuch sum as it may direct as indemnity against any claim that may be madeagainst the corporation with respect to the certificate alleged to have beenlost, stolen or destroyed.

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## Section 4. Upon surrender to the corporation or the transfer agent of thecorporation of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignation or authority to transfer, it shall be theduty of the corporation to issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon its books.

## Section 5.  Inorder that the corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, orentitled to receive payment of any dividend or other distribution or allotmentof 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 of Directors may fix, in advance, a record date, which shall not bemore than sixty (60) nor less than ten (10) days before the date of suchmeeting, nor more than sixty (60) days prior to any other action. A determinationof stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting: provided, however,that the Board of Directors may fix a new record date for the adjournedmeeting.

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## Section 6.  Thecorporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and tovote as such owner, and to hold liable for calls and assessments a personregistered on its books as the owner of shares, and shall not be bound torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the laws of Delaware.

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# ARTICLE VIIGENERAL PROVISIONS

## Section 1. Dividends upon the capital stock of the corporation, subject to theprovisions of the certificate of incorporation, if any, may be declared by theBoard of Directors at any regular or special meeting, pursuant to law.Dividends may be paid in cash, in property, or in shares of the capital stock,subject to the provisions of the certificate of incorporation.

## Section 2. Before payment of any dividend, there may be set aside out of any fundsof the corporation available for dividends such sum or sums as the directorsfrom time to time, in their absolute discretion, think proper as a reserve orreserves to meet contingencies, or for equalizing dividends, or for repairingor maintaining any property of the corporation, or for such other purpose asthe directors shall think conducive to the interest of the corporation, and thedirectors may modify or abolish any such reserve in the manner in which it wascreated.

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## Section 3.  Allchecks or demands for money and notes of the corporation shall be signed bysuch officer or officers or such other person or persons as the Board ofDirectors may from time to time designate.

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## Section 4.  Thefiscal year of the corporation shall be fixed by resolution of the Board ofDirectors.

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## Section 5.  TheBoard of Directors may adopt a corporate seal having inscribed thereon the nameof the corporation, the year of its organization and the words “Corporate Seal,Delaware”. The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

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## Section 6.  Thecorporation shall indemnify to the full extent permitted by, and in the mannerpermissible under, the laws of the State of Delaware any person made, orthreatened to be made, a party to an action or proceeding, whether criminal,civil, administrative or investigative, by reason of the fact that he, histestator or intestate is or was a director of the corporation or anypredecessor of the corporation, or served any other enterprise as a director orofficer at the request of the corporation or any predecessor of thecorporation.

## Section 7. Expenses incurred by a director of the corporation in defending a civilor criminal action, suit or proceeding by reason of the fact that he is or wasa director of the corporation (or was serving at the corporation’s request as adirector or officer of another enterprise or corporation) shall be paid by thecorporation in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of such director torepay such amount if it shall ultimately be determined that he is not entitledto be indemnified by the corporation as authorized by relevant sections of theGeneral Corporation Law of Delaware.

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## Section 8. Article VII, Sections 6 and 7 shall be deemed to be a contractbetween the corporation and each director who serves in such capacity at anytime while this Bylaw is in effect, and any repeal or modification thereofshall not affect any rights or obligations then existing with respect to anystate of facts then or theretofore existing or any action, suit or proceedingtheretofore or thereafter brought based in whole or in part upon any such stateof facts.

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## Section 9.  TheBoard of Directors in its discretion shall have power on behalf of thecorporation to indemnify any person, other than a director, made a party to anyaction, suit or proceeding by reason of the fact that he, his testator orintestate is or was an officer or employee of the corporation.

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## Section 10. The foregoing rights of indemnification shall not be deemed exclusive ofany other rights to which any director or officer may be entitled apart fromthe provisions of Article VII, Sections 6, 7, 8, 9 and thisSection 10.

# ARTICLE VIIIAMENDMENTS

## Section 1. These Bylaws may be altered, amended or repealed or new Bylaws may beadopted by the stockholders or by the Board of Directors, when such power isconferred upon the Board of Directors by the certificate of incorporation, at anyregular meeting of the stockholders or of the Board of Directors or at anyspecial meeting of the stockholders or of the Board of Directors if notice ofsuch alteration, amendment, repeal or adoption of new Bylaws be contained inthe notice of such special meeting. If the power to adopt, amend or repealBylaws is conferred upon the Board of Directors by the certificate ofincorporation, it shall not divest or limit the power of the stockholders toadopt, amend or repeal Bylaws.

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## Section 2. Notwithstanding any other provision in these Bylaws, Sections 5,12, 13, and 14 of Article II of these Bylaws and this Section 2 shallnot be amended, modified or repealed, directly or indirectly except by(i) the affirmative vote of two–thirds (2/3) or more of the ContinuingDirectors (“Continuing Director” shall mean any person then serving as adirector of this corporation (i) who was a member of the Board ofDirectors of this corporation on October 24, 1991, or (ii) who becomes adirector after October 24, 1991 and whose election, or nomination for electionby this corporation’s stockholders, was approved by a majority of the directorswho at that time are Continuing Directors, either by a specific vote or byapproval of the proxy statement issued by this corporation on behalf of theBoard of Directors in which such person is named as nominee for director) andthe approval of the stockholders otherwise required by applicable law or theseBylaws for such amendment; or (ii) the affirmative vote of the holders ofa majority of the capital stock entitled to vote.

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