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                                                                    EXHIBIT 3.2

                               RESTATED BYLAWS
                                      OF
                           INTERPOINT CORPORATION


                                  Article I.
                                   Offices

        The principal office of the corporation in the State of Washington 
shall be located in the city of Bellevue. The corporation may have such other 
offices, either within or without the State of Washington as the Board of 
Directors may designate or as the business of the corporation may require from 
time to time.

        The registered office of the corporation required by the Washington 
Business Corporation Act to be maintained in the State of Washington may be, 
but need not be, identical with the principal office in the State of 
Washington, and the address of the registered office may be changed from time 
to time by the Board of Directors or by officers designated by the Board of 
Directors.

                                  Article II.
                                  Shareholders

        Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held in the month of February in each year, or any other time as may be fixed
by action of the shareholders, for the purpose of electing Directors and the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of
Washington, such meeting shall be held on the next succeeding business day. If
the election of Directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

        Section 2. Special Meeting. Special meetings of the shareholders, for 
any purpose or purposes, unless otherwise prescribed by stature, may be called 
by the President or by the Board of Directors, or the holders of not less than 
one-tenth of all outstanding shares of the corporation entitled to vote at the 
meeting.


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        Section 3. Place of Meeting. The Board of Directors may designate any 
place within or without the State of Washington as the place of meeting for any 
annual meeting or for any special meeting called by the Board of Directors. A 
waiver of notice signed by all shareholders entitled to vote at a meeting may 
designate any place, either within or without the State of Washington, as the 
place for the holding of such meeting. If no designation is made, or if a 
special meeting be otherwise called, the place of meeting shall be the 
principal office of the corporation in the State of Washington.

        Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall, unless otherwise prescribed by statute,
be delivered not less than ten nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or the persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his adress as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

        Section 5. Closing of Transfer Books or Fixing of Record Date. For the 
purpose of determining shareholders entitled to notice of or to vote at any 
meeting of shareholders or any adjournment thereof, or shareholders entitled to 
receive payment of any dividend, or in order to make a determination of 
shareholders for any other proper purpose, the Board of Directors of the 
corporation may provide that the stock transfer books shall be closed for a 
stated period but not to exceed, in any case, fifty days. If the stock transfer 
books shall be closed for the purpose of determining shareholders entitled to 
notice of or to vote at a meeting of shareholders, such books shall be closed 
for at least ten days immediately preceding such meeting. In lieu of closing 
the stock transfer books, the Board of Directors may fix in advance a date as 
the record date for any such determination of shareholders, such date in any 
case to be not more than fifty days and, in case of a meeting of shareholders, 
not less than ten days prior to the determination of shareholders, is to be 
taken. If the stock transfer books are not closed and no record date is fixed 
for the determination of shareholders entitled to notice of or to receive 
payment of a dividend, the date on which notice of the meeting is mailed or the 
date on which the resolution of the Board of Directors declaring such dividend 
is adopted, as the


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case may be, shall be the record date for such determination of shareholders. 
When a determination of shareholders entitled to vote at any meeting of 
shareholders has been made as provided in this section, such determination 
shall apply to any adjournment thereof.

        Section 6. Voting Record. For at least ten days before each meeting, 
the officer or agent having charge of the stock transfer books for shares of
the  corporation shall make and keep on file at the registered office of the 
corporation a complete record of the shareholders entitled to vote at that 
meeting of shareholders or any adjournment thereof, arranged in alphabetical 
order, with the address of and the number of shares held by each. That record 
shall be produced and kept open at the time and place of the meeting and shall 
be subject to the inspection of any shareholder during the whole time of the 
meeting for the purposes thereof.

Section 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

        Section 8. Proxies. At all meetings of shareholders, a shareholder may 
vote in person or by proxy executed in writing by the shareholder or by his 
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary 
of the corporation before or at the time of the meeting. No proxy shall be 
valid after eleven months from the date of its execution, unless otherwise 
provided in the proxy.

        Section 9. Voting of Shares. Each outstanding share entitled to vote 
shall be entitled to one vote upon each matter submitted to a vote at a 
meeting of shareholders and, if a quorum is present, the affirmative vote of
the majority of such shares represented at the meeting shall be the act of the 
shareholders.      

        Section 10. Voting of Shares by Certain Holders. Shares standing in the 
name of another corporation may be voted by 


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such officer, agent or proxy as the bylaws of such corporation may prescribe, 
or, in the absence of such provision, as the Board of Directors of such 
corporation may determine.

        Shares held by an administrator, executor, guardian or conservator may 
be voted by him, either in person or by proxy, without a transfer of such 
shares into his name. Shares standing in the name of a trustee may be voted by 
him, either in person or by proxy, but no trustee shall be entitled to vote 
shares held by him without a transfer of such shares into his name.

        Shares standing in the name of a receiver may be voted by such 
receiver, and shares held by or under the control of a receiver may be voted by 
such receiver without the transfer thereof into his name if authority so to do 
be contained in an appropriate order of the court by which such receiver is 
appointed.

        A shareholder whose shares are pledged shall be entitled to vote such 
shares until the shares have been transferred into the name of the pledgee, and 
thereafter the pledgee shall be entitled to vote the shares so transferred.

        Neither shares of its own stock held by the corporation, nor those held 
by another corporation if a majority of the shares entitled to vote for the 
election of directors of such other corporation are held by the corporation, 
shall be voted at any meeting or counted in determining the total number of 
outstanding shares at any given time for purposes of any meeting.

        Section 11. Informal Action by Shareholders. Any action required to be 
taken at a meeting of the shareholders, or any action which may be taken at a 
meeting of the shareholders, may be taken without a meeting if a consent in 
writing, setting forth the action so taken, is signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                                  Article III.
                               Board of Directors

        Section 1. General Powers. The business and affairs of the corporation 
shall be managed by its Board of Directors.

        Section 2. Number, Tenure and Qualifications. The Board shall be 
composed of not less than six nor more than ten Directors, the specific number 
to be set by resolution of the Board.  The Board of Directors of the 
corporation shall be divided into three classes which shall be as nearly equal 
in number as is possible, with any director or directors in excess of the 


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number divisible by three being assigned to Class 3 or to Class 3 and Class 2,
as the case may be. At the first election of directors to such classified Board,
each Class 1 director shall be elected to serve until the next ensuing annual
meeting of shareholders, each Class 2 director shall be elected to serve until
the second ensuing annual meeting of shareholders and each Class 3 director
shall be elected to serve until the third ensuing annual meeting of
shareholders, and in each case until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal from office.
At each annual meeting of shareholders following the meeting at which the Board
of Directors is initially classified, the number of directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to serve until the third ensuing annual meeting of shareholders.
Notwithstanding any of the foregoing provisions of this Section 9, directors
shall serve until their successors are elected and qualified or until their
earlier death, resignation or removal from office.

        In the event of any change in the authorized number of directors, the
number of directors in each class shall be adjusted so that thereafter each of
the three classes shall be composed, as nearly as may be possible, of one-third
of the authorized number of directors, any director or directors in excess of
the number divisible by three being assigned to the class or classes having the
shortest unexpired terms; provided, that any change in the authorized number of
directors shall not increase or shorten the term of any director, and any
decrease shall become effective only as and when their term or terms of office
of the class or classes of directors affected thereby shall expire, or a vacancy
or vacancies in such class or classes shall occur.

        Section 3. Regular Meeting. A regular meeting of the Board of Directors 
shall be held without other notice than this bylaw immediately after, and at 
the same place as, the annual meeting of shareholders. The Board of Directors 
may provide, by resolution, the time and place, either within or without the 
State of Washington, for the holding of additional regular meetings without 
other notice than such resolution.

        Section 4. Special Meeting. Special meetings of the Board of Directors 
or any committee designated by the Board of Directors may be called by or at 
the request of the President or any two Directors. The person or persons 
authorized to call special meetings of the Board of Directors may fix any 
place, either within or without the State of Washington, as the place) for 
holding any special meeting of the Board of Directors called by them.


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        Section 5. Notice. Notice of any special meeting shall be given at 
least two days previously thereto by written notice delivered personally or 
mailed to each Director at his business address, or by telegram. If mailed, 
such notice shall be deemed to be delivered when deposited in the United States 
mail, so addressed, with postage thereon prepaid. If notice be given by 
telegram, such notice shall be deemed to be delivered when the telegram is 
delivered to the telegraph company. Any Director may waive notice of any 
meeting. The attendance of a Director at a meeting shall constitute a waiver of 
notice of such meeting, except where a Director attends a meeting for the 
express purpose of objecting to the transaction of any business 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 Board 
of Directors need be specified in the notice or waiver of notice of such
meeting.

        Section 6. Quorum. A majority of the number of Directors fixed by 
Section 2 of this Article III 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 the Directors present may 
adjourn the meeting from time to time without further notice.

        Section 7. Manner of Acting. 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.

        Section 8. Action Without a Meeting. Any action that may be taken by 
the Board of Directors at a meeting may be taken without a meeting if a consent 
in writing, setting forth the action so taken, shall be signed by all of the 
Directors.

        Section 9. Removal. Any director or the entire Board of Directors may 
be removed, with or without cause, by affirmative vote of a majority of the 
outstanding shares entitled to vote at a meeting of shareholders called 
expressly for that purpose.

        Section 10. Vacancies. Any vacancy occurring in the Board of Directors 
may be filled by the affirmative vote of a majority of the remaining Directors 
though less than a quorum of the Board of Directors. A director elected to fill 
a vacancy shall be elected for the unexpired term of his predecessor in office. 
Any directorship to be filled by reason of an increase in the number of 
Directors may be filled by election by the Board of Directors for a term of 
office continuing only until the next election of Directors by the shareholders.




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        Section 11. Compensation. Except by resolution of the Board of 
Directors, no salary or fees shall be payable to the Directors for their 
services as Directors or in connection with their attendance at meetings of 
Directors.

        Section 12. Presumption of Assent. A director of the corporation who is 
present at a meeting of the Board of Directors at which action on any corporate 
matter is taken shall be presumed to have assented to the action taken unless 
his dissent shall be entered in the minutes of the meeting, or unless he shall 
file his written dissent to such action with the person acting as the secretary 
of the meeting before the adjournment thereof, or shall forward such dissent by 
registered mail to the Secretary of the corporation immediately after the 
adjournment of the meeting. Such right to dissent shall not apply to a director 
who voted in favor of such action.

        Section 13. Telephonic Meetings. Members of the Board of Directors or 
any committee designated by the Bylaws or appointed by the Board of Directors 
may participate in a meeting of such board or committee by means of a 
conference telephone or similar communications equipment by means of which all 
persons participating in the meeting can hear each other at the same time, and 
participation by such means shall constitute presence in person at a meeting.

                                  Article IV.
                                    Officers

        Section 1. Number. The officers of the corporation shall be a Chairman,
a President, any number or no Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary, and a Treasurer (which
latter two offices may be combined as determined by the Board of Directors),
each of whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary, except that when all of the
issued and outstanding stock of the corporation is owned of record by one
shareholder, one person may hold all or any combination of offices.

        Section 2. Election and Term of Office. The officers of the corporation 
to be elected by the Board of Directors shall be elected annually be the Board 
of Directors at the first meeting of the Board of Directors held after each 
annual meeting of shareholders. If the election of officers shall not be held 
at such meeting, such election shall be held as soon thereafter as conveniently 
may be. Each officer shall hold


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office until his successor shall have been duly elected and shall have 
qualified or until his death or until he shall resign or shall have been 
removed in the manner hereinafter provided.

        Section 3. Resignation or Removal. Any officer or agent may be removed, 
with or without cause, by the Board of Directors whenever in its judgment the 
best interests of the corporation will be served thereby, but such removal 
shall be without prejudice to the contract rights, if any, of the person so 
removed. Election or appointment of an officer or agent shall not of itself 
create contract rights.

        Section 4. Chairman of the Board. The Chairman of the Board shall 
preside at all meetings of Directors and meetings of Shareholders and shall 
also perform such other duties as may be assigned to him by the Board of 
Directors in a duly enacted resolution, the Chairman of the Board shall be the 
Chief Executive Officer and in such capacity shall have general supervision and 
control over the business and affairs of the corporation subject to the 
authority of the Board of Directors.

        Section 5. President. The President shall be the Chief Operating 
Officer of the corporation reporting to the Chairman of the Board unless 
designated as the Chief Executive Officer in a duly enacted resolution. The 
Chief Executive Officer or the President, when so directed, may sign with the
Secretary or any other proper officer of the corporation thereunto authorized
by the Board of Directors, certificates for shares of the corporation, any
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed. In general, the President
shall perform all duties incident to the office of Chief Operating Officer and
such other duties as may be prescribed by the Chairman of the Board from time
to time. 

        Section 6. The Vice President. In the absence of the President or in
the event of his death, inability or refusal to act, the Executive Vice
President, if one is designated, and otherwise the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election shall perform the duties of
the President and when so acting, shall have all the powers of the President
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the
corporation; and




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shall perform such other duties as from time to time may be assigned to him by 
the President or by the Board of Directors.

     Section 7.  The Secretary.  The Secretary shall:  (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) 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; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholders; (e) sign with the President, or a Vice
President, certificates for shares of the corporation, or contracts, deeds or
mortgages the issuance or execution of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation subject to the authority delegated to a
transfer agent or registrar if appointed; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.

     Section 8.  The Treasurer.  The Treasurer shall:  (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) 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 as shall be
selected in accordance with the provisions of Article VI of these bylaws; and
(c) 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 him by the President
or by the Board of Directors.  If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.

     Section 9.  Assistant Secretaries and Assistant Treasurer.  The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice President certificates for shares of the corporation or
contracts, deeds or mortgages the issuance or execution of which shall have been
authorized by a resolution of the Board of Directors.  The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sum and with such surety or sureties
as the Board of Directors shall determine.  The


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Assistant Secretaries and Assistant Treasurers, in general, shall perform such 
duties as shall be assigned to them by the Secretary of the Treasurer, 
respectively, or by the President or the Board of Directors.

     Section 10.  Salaries.  The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

     Section 11.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

                                   Article V.
                              Executive Committee

     Section 1.  Appointment.  The Board of Directors by resolution adopted by a
majority of the full board, may designate two or more of its members to
constitute an Executive Committee.  The designation of such committee and the
delegation thereof of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

     Section 2.  Authority.  The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to amending the articles of incorporation, adopting a
plan of merger or consolidation, recommending to the shareholders the sale,
lease or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending the bylaws of the corporation.

     Section 3.  Tenure and Qualifications.  Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his successor is designated as
a member of the Executive Committee and is elected and qualified.

     Section 4.  Meetings.  Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive Committee may fix
from time to time by


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resolution. Special meetings of the Executive Committee may be called by any 
member thereof upon not less than one day's notice stating the place, date and 
hour of the meeting, which notice may be written or oral, and if mailed, shall 
be deemed to be delivered when deposited in the United States mail addressed to 
the member of the Executive Committee at his business address. Any member of 
the Executive Committee may waive notice of any meeting and no notice of any 
meeting need be given to any member thereof who attends in person. The notice
of a meeting of the Executive Committee need not state the business proposed to
be transacted at the meeting.

        Section 5. Quorum. A majority of the members of the Executive Committee 
shall constitute a quorum for the transaction of business at any meeting 
thereof and action of the Executive Committee must be authorized by the 
affirmative vote of a majority of the members present at a meeting at which a 
quorum is present.

        Section 6. Action Without a Meeting. Any action that may be taken by 
the Executive Committee at a meeting may be taken without a meeting if a 
consent in writing, setting forth the action so taken, shall be signed by 
all of the members of the Executive Committee.

        Section 7. Vacancies. Any vacancy in the Executive Committee may be 
filled by a resolution adopted by a majority of the full Board of Directors.

        Section 8. Resignations and Removal. Any member of the Executive 
Committee may be removed at any time or without cause by resolution adopted by 
a majority of the full Board of Directors. Any member of the Executive 
Committee may resign from the Executive Committee at any time by giving written 
notice to the President or Secretary of the corporation, and unless otherwise 
specified therein, the acceptance of such resignation shall not be necessary to 
make it effective.

        Section 9. Procedure. The Executive Committee shall elect a presiding 
officer from its members and may fix its own rules of procedure which shall 
not be inconsistent with these bylaws. It shall keep regular minutes of its 
proceedings and report the same to the Board of Directors for its information 
at the meeting thereof held next after the proceedings shall have been taken.





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                                  Article VI.
                     Contracts, Loans, Checks and Deposits

     Section 1.  Contracts.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     Section 2.  Loans.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such authority may be
general or confined to specific instances.

     Section 3.  Checks, Drafts, etc.  All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

     Section 4.  Deposits.  All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

                                  Article VII.
                   Certificates for Shares and Their Transfer

     Section 1.  Certificates for Shares.  Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and sealed with the
corporate seal or a facsimile thereof.  The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent, or registered by a registrar, other than the corporation
itself or one of its employees.  All certificates for shares shall be
consecutively numbered or otherwise identified.  The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation.  All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued
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therefor upon such terms and indemnity to the corporation as the Board of 
Directors may prescribe.

        Section 2. Transfer of Shares. Transfer of shares of the corporation 
shall be made only on the stock transfer books of the corporation by the holder 
of record thereof or by his legal representative, who shall furnish proper 
evidence of authority to transfer or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of 
the corporation, or with its transfer agent, if any, and on surrender for 
cancellation of the certificate for such shares. The person in whose name 
shares stand on the books of the corporation shall be deemed by the corporation 
to be the owner thereof for all purposes.

                                 Article VIII.
                                  Fiscal Year

        The fiscal year of the corporation shall begin on the first day of 
November and end on the 31st day of October in each year.

                                  Article IX.
                                   Dividends

        The Board of Directors may, from time to time, declare and the 
corporation may pay dividends on its outstanding shares in the manner, and upon 
the terms and conditions provided by law and its articles of incorporation.

                                   Article X.
                                 Corporate 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 state of incorporation and the words, "Corporate Seal."

                                  Article XI.
                                Waiver of Notice

        Whenever any notice is required to be given to any shareholder or 
director of the corporation under the provisions of these bylaws or under the 
provisions of the Articles of Incorporation or under the provisions of the 
Washington Business Corporation Act, a waiver thereof in writing signed by the 
person or persons entitled to such notice, whether before or after the time 
stated therein, shall be deemed equivalent to the giving of such notice.




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                                 Article XII.
                               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 involved (including, without
limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director or officer of the corporation
or, being or having been such a director or officer, he or she 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 employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the full extent permitted by applicable law as then in
effect, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) actually and reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that no indemnification shall be provided to any such person if the corporation
is prohibited by the nonexclusive provisions of the Washington Business
Corporation Act or other applicable law as then in effect from paying such
indemnification; and provided, further, that except as provided in Section 2 of
this Article with respect to proceedings seeking to enforce rights to
indemnification, this corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the corporation.  The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be paid
by the corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that the payment of such
expenses in advance of the final disposition of a proceeding shall be made only
upon delivery to the corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise.

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<PAGE>   15
     Section 2.  Right of Claimant to Bring Suit.  If a claim under Section 1 of
this Article 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 expenses incurred in defending a proceeding in advance of its final
disposition, in which case the applicable period shall be twenty days, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, to the extent successful in whole or
in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  The claimant shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim (and, in
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking
has been tendered to the corporation) and thereafter the corporation shall have
the burden of proof to overcome the presumption that the claimant is not so
entitled.  Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or create a
presumption that the claimant is not so entitled.

     Section 3.  Nonexclusivity of Rights.  The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Articles of Incorporation, Bylaws, agreement, vote or shareholders or
disinterested directors or otherwise.

     Section 4.  Insurance, Contracts and Funding.  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,


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<PAGE>   16
liability or loss under the Washington Business Corporation Act.  The 
corporation may enter into contracts with any director or officer of the 
corporation in furtherance of the provisions of this Article and may create a 
trust fund, grant a security interest or use other means (including, without 
limitation, a letter of credit) to ensure the payment of such amounts as may be 
necessary to effect indemnification as provided in this Article.

     Section 5.  Indemnification of Employees and Agents of the Corporation.
The corporation may, by action of its Board of Directors from time to time,
provide indemnification and pay expenses in advance of the final disposition of
a proceeding to employees and agents of the corporation with the same scope and
effect as the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the corporation or pursuant
to rights granted pursuant to, or provided by, the Washington Business
Corporation Act or otherwise.

                                  Article XIII
                                   Amendments

     These Bylaws may be altered, amended or repealed and new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

     I hereby certify the foregoing to be the Restated Bylaws of Integrated
Circuits Incorporated which were adopted on June 20, 1990.


                                                 /s/ Russell F. McNeill
                                                 -----------------------------
                                                 Secretary


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