**Exhibit3.2.1**

**TESSCO TECHNOLOGIES INCORPORATED**

**SECOND AMENDED AND RESTATED BY-LAWSDated February 7, 2007**

# **ARTICLE 1****STOCKHOLDERS**

## Section 1.01.          AnnualMeetings.  The annual meeting of thestockholders of the Company for the election of Directors and for thetransaction of such other business as properly may come before such meetingshall be held at such place either within or outside the State of Delaware atsuch date and time and at such place as shall be fixed annually by resolutionof the Board of Directors and as shall be set forth in the notice of themeeting.  (Del. G.C.L., Sections 211(a),(b)).*

## Section 1.02.          SpecialMeetings.  Except as otherwiseprovided in the Certificate of Incorporation, special meetings of thestockholders may be called at any time by the Chairman of the Board, thePresident (or, in the absence or disability of the President, by any VicePresident) or by the Board of Directors, and shall be called by the Presidentat the request in writing of the holders of shares of stock of all classesrepresenting 25% of the aggregate number of votes possessed by the shares ofstock of all classes then issued, outstanding and entitled to vote at suchmeeting.  Any such request bystockholders shall state the purpose or purposes of the proposed meeting.  Such special meetings of the stockholdersshall be held at such places, within or outside the State of Delaware, as shallbe specified in the respective notices or waivers of notice hereof.  (Section 211(d)).

## Section 1.03.          Noticeof Meetings.  The Secretary or anyAssistant Secretary shall cause notice of the time and place of each meeting ofthe stockholders to be mailed, at least ten (10) but not more than sixty (60)days prior to the meeting, to each stockholder of record entitled to vote at hispost office address as the same appears on the books of the Company at the timeof such mailing.  Such further noticeshall be given as may be required by law. Notice of any meeting of stockholders need not be given to anystockholder who shall sign a waiver of such notice in writing, whether beforeor after the time of such meeting. Unless otherwise required by law, notice of any adjourned meeting of thestockholders of the Company need not be given. (Section 222).

## Section 1.04.          BusinessTransacted at Special Meetings of Stockholders.  Business transacted at any special meeting ofstockholders shall be limited to the purposes stated in the notice hereof.

## Section 1.05.          Quorum.  Except as otherwise required by state or bythe Certificate of Incorporation, the presence at any stockholders meeting, inperson or by proxy, of the holders of shares of stock of all classesrepresenting a majority of the aggregate number of votes of the

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*                                         Citationsto the General Corporation Law of the State of Delaware are inserted forreference only, and do not constitute a part of the By-Laws.

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## shares of stock of all classes when issued, outstanding and entitled tovote at such meeting, shall be necessary and sufficient to constitute a quorumfor the transaction of business. (Section 216).

## Section 1.06.          Consentof Stockholders in Lieu of Meeting. To the extent provided by any statute at the time in force, whenever thevote or stockholders at a meeting thereof is required or permitted to be takenfor or in connection with any corporate action, by any statute, by theCertificate of Incorporation or by these By-Laws, the meeting and vote ofstockholders may be dispensed with if 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 shall consent in writing to such corporate action beingtaken.  Prompt notice of the taking of thecorporate action without a meeting by less than unanimous written consent shallbe given to those stockholders who have not consented in writing.  (Section 228).

## Section 1.07.          Voting;Proxies.  Unless otherwise providedin the Certificate of Incorporation, each stockholder entitled to vote at anymeeting of stockholders shall be entitled to one vote for each share of stockheld by him which has voting power upon the matter in question.  Each stockholder entitled to vote at ameeting of stockholders or to express consent or dissent to corporate action inwriting without a meeting may authorize another person or persons to act forhim by proxy, but no such proxy shall be voted or acted upon after three yearsfrom its date unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable ifit states that it is irrevocable and if, and only as long as, it is coupledwith an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which isnot irrevocable by attending the meeting and voting in person or by executingan instrument which revokes the proxy or executing another proxy bearing alater date, and filing such instrument or proxy with the Secretary of theCorporation.  Voting at meetings of stockholdersneed not be by written ballot and need not be conducted by inspectors unlessthe holders of a majority of the outstanding shares of all classes of stockentitled to vote thereon present, in person or by proxy, at such meeting shallso determine.

## Section 1.08.          Listof Stockholders Entitled to Vote. The Secretary shall prepare, at least ten days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder or any designated representative thereof,for any purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten days prior to the meeting, either at a place within thecity where the meeting is to be held, which place shall be specified in thenotice of the meeting, or, if not so specified, at the place where the meetingis to be held.  The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof and may be inspected by any stockholder or any designatedrepresentative thereof who is present.

## Section 1.09.          Adjournments.  Any meeting of stockholders may be adjournedto any other time and to any other place by the President or the Chairman ofthe Board of Directors, or upon a resolution adopted by, or an affirmative voteof, a majority of the Board of Directors. When any annual or special meeting of stockholders is adjourned toanother hour, date or place, notice need not be given of the adjourned meeting,other than an announcement at the meeting at

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## which the adjournment is taken, of the hour, date and place to whichthe meeting is adjourned; provided, however, if the adjournedmeeting date is set more than one hundred twenty (120) days after the originalrecord date, or if after the adjournment a new record date is fixed for theadjourned meeting, notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote thereat and each stockholder who, by lawor under the Certificate of Incorporation or under these Bylaws, is entitled tosuch notice.

## Section 1.10.          Nominationof Directors.  Only persons who arenominated in accordance with the following procedures shall be eligible forelection as directors.  Nomination forelection to the Board of Directors of the Company at a meeting of stockholdersmay be made by the Board of Directors or by any stockholder of the Companyentitled to vote for the election of the directors at such meeting who complieswith the notice procedures set forth in this Section 1.10.  Such nominations, other than those made by oron behalf of the Board of Directors, shall be made by notice in writingdelivered or mailed by first class United States mail, postage prepaid, to theSecretary, and received not less than (a) with respect to an election to beheld at an annual meeting of the shareholders, one hundred twenty (120) daysprior to the day the Company released its proxy statement in connection withits previous year’s annual meeting; provided, however, that inthe event that the date of the annual meeting is changed by more than thirty(30) days from the date of the prior year’s annual meeting, notice by thestockholder, to be timely, must be so delivered no later than ninety (90) daysprior to the newly announced date that the Company will mail its proxystatement; and (b) with respect to an election to be held at a special meetingof the stockholders for the election of directors, the close of business on thetenth day following the date on which the notice of the meeting was mailed orsuch public disclosure was made, whichever occurs first.

Such notice shallset forth (a) as to each proposed nominee (i) the name, age, business addressand, if known, residence address of each such nominee, (ii) the principaloccupation or employment of each such nominee, (iii) the number of shares ofstock of the Company which are beneficially owned by each such nominee, and(iv) any other information concerning the nominee that must be disclosed as tosuch nominees in proxy solicitations pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (including such person’s writtenconsent to be named as a nominee and to serve as a director if elected); and(b) as to the stockholder giving the notice (i) the name and address, as theyappear on the Company’s books, of such stockholder and (ii) the class andnumber of the shares of the Company which are beneficially owned by suchstockholder.  The Company may require anyproposed nominee to furnish such other information as may reasonably berequired by the Company to determine the eligibility of such proposed nomineeto serve as a director of the Company. The chairman of the meeting may, if the facts warrant, determine anddeclare to the meeting that a nomination was not made in accordance with theforegoing procedure, and if he should so determine, he shall so declare to themeeting and the defective nomination shall be disregarded.

## Section 1.11.          Noticeof Business at Annual Meeting.  Theprovisions of this Section 1.11 are in addition to, and do not waive, anystandards in effect under applicable federal or state law regarding stockholderproposals.  At an annual or specialmeeting of stockholders, only such business shall be conducted as shall havebeen properly brought before the meeting. To be properly brought before a meeting, business must be (i) specifiedin the notice of meeting (or any

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## supplement thereto) given by or at the direction of the Chairman of theBoard of Directors, the Board of Directors or the President, (ii) otherwiseproperly brought before the meeting by or at the direction of the Chairman ofthe Board of Directors, the Board of Directors or the President, or (iii)otherwise properly brought before the annual meeting by a stockholder.  In addition to any other applicablerequirements, for business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writingto the Secretary of the Company.  To betimely, a stockholder’s notice must be delivered to or mailed and received atthe principal executive offices of the Company (i) if such business is not tobe included in the Company’s proxy statement, not less than ninety (90) daysprior to the day the Company released its proxy statement in connection withits previous year’s annual meeting or (ii) if the stockholder wants suchbusiness to be included in the Company’s proxy statement, not less than onehundred twenty (120) days prior to the day the Company released its proxystatement in connection with its previous year’s annual meeting; provided,however, that in the event that the date of the annual meeting ischanged by more than thirty (30) days from the date of the prior year’s annualmeeting, notice by the stockholder, to be timely, must be so delivered no laterthan ninety (90) days prior to the newly announced date that the Company willmail its proxy statement.  In no eventshall the public announcement of an adjournment of an annual meeting commence anew time period for the giving of a stockholder’s notice as described above.

A stockholder’snotice shall set forth as to each matter the stockholder proposes to bringbefore the meeting (i) a brief description of the business desired to bebrought before the meeting and the reasons for conducting such business at themeeting, (ii) the name and address of the stockholder proposing such business,(iii) the class and number of shares which are beneficially owned by thestockholder, and (iv) any material interest of the stockholder in suchbusiness.  Notwithstanding anything inthese Bylaws to the contrary, no business shall be conducted at any annual orspecial meeting except in accordance with the procedures set forth in thisSection 1.11, provided, however, that nothing in this Section1.11 shall be deemed to preclude discussion by any stockholder of any businessproperly brought before the annual meeting in accordance with said procedure.  The chairman of the meeting shall, if thefacts warrant, determine and declare that the business was not properly broughtbefore the meeting in accordance with the provisions of this Section 1.11, andif he shall so determine, he shall so declare to the meeting, and any suchbusiness shall not be transacted.

# **ARTICLE 2****BOARD OF DIRECTORS**

## Section 2.01.          GeneralPowers.  The business and affairs ofthe Company shall be managed by or under the direction of the Board ofDirectors.  The Board of Directors mayexercise all the powers of the Company, whether derived from law or theCertificate of Incorporation, except such powers as are, by statute, by theCertificate of Incorporation or by these By-Laws, vested solely in thestockholders of the Company.  (Section141(a)).

## Section 2.02.          CorporateIndebtedness.  No loan shall becontracted on behalf of the Company, and no evidence of indebtedness shall beissued in its name, unless authorized by the Board of Directors.  Such authorization may be general or confinedto specific instances.  Loans soauthorized by the Board of Directors may be effected at any time for theCompany from any bank, trust company or other institution, or from any firm,corporation or individual.  All bonds, 

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## debentures, notes and other obligations or evidences of indebtedness ofthe Company issued for such loans shall be made, executed and delivered as theBoard of Directors shall authorize.  Whenso authorized by the Board of Directors, any part of or all the properties,including contract rights, assets, business or goodwill of the Company, whetherthen owned or thereafter acquired, may be mortgaged, pledged, hypothecated orconveyed or assigned in trust as security for the payment of such bonds,debentures, notes and other obligations or evidences of indebtedness of theCompany, and of the interest thereon, by instruments executed and delivered inthe name of the Company.

## Section 2.03.          Numberand Term of Office.  The Board ofDirectors shall consist of such number of directors as the Board of Directorsshall designate from time to time.  Themembers of the Board of Directors shall be elected to serve for terms of three(3) years.  Unless otherwise provided inthe applicable resolution electing the director, a director shall hold officeuntil the annual meeting for the year in which his term expires and until hissuccessor is elected and qualified, or until his death, resignation or removalin the manner provided in Section 2.11 herein. (Section 141(b)).

## Section 2.04.          Electionof Directors.  The Board of Directorsshall be divided into three classes. Each such class shall consist, as nearly as possible, of one-third ofthe total number of directors, and any remaining directors shall be includedwithin each such class or classes as the Board of Directors shalldesignate.  At each annual meeting ofstockholders, successors to the class of directors whose term expires at thatannual meeting shall be elected for a term of three years.  In the event of the failure to electdirectors at an annual meeting of the stockholders, then directors may beelected at any regular or special meeting of stockholders entitled to vote forthe election of directors, provided that notice of such meeting shall containmention of such purpose.  If the numberof directors is changed, any increase or decrease shall be apportioned amongthe classes so as to maintain the number of directors in each class as nearlyequal as possible.  Except as otherwiseprovided in the Certificate of Incorporation, at each meeting of thestockholders for the election of directors, provided a quorum is present, thedirectors shall be chosen and elected by a plurality of the votes validly castat such election.  (Section 141).

## Section 2.05.          RegularMeetings; Notice.  The Board ofDirectors shall hold at least one (1) regular meeting each calendarquarter.  Regular meetings of the Boardof Directors may be held at such times and at such places, within or withoutthe State of Delaware, as shall be designated in the respective notices forsuch meeting by the party making the call or waivers of notice thereof.  Regular meetings of the Board of Directorsmay be called on five (5) business days’ notice to each Director, personally orby telephone, telegram or telex or by mail, or by any electronic means notinconsistent with applicable law.  Noticeof any regular meeting need not be given to any Director who shall be presentat such meeting, or to any Director who shall waive notice of each meeting inwriting, whether before or after the time of such meeting, and any business maybe transacted thereat.  No notice need begiven of any adjourned meeting.  To theextent possible, an agenda of the meeting together with background informationshall be forwarded to each Director with the notice of meeting.

## Section 2.06.          SpecialMeetings; Notice.  Special meetingsof the Board of Directors shall be held whenever called by (i) theChairman of the Board, (ii) the President (or, in the absence ordisability of the President, by any Vice President), or (iii) any two (2)Directors, at

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## such time and place (which may be within or outside of the State ofDelaware) as may be specified in the respective notices or waivers of noticethereof.  Special meetings of the Boardof Directors may be called on one (1) business day’s notice to each Director,personally or by telephone, telegram or telex or by mail, or by any electronicmeans not inconsistent with applicable law. Notice of any special meeting need not be given to any Director whoshall be present at such meeting, or to any Director who shall waive notice ofsuch meeting in writing, whether before or after the time of such meeting, andany business may be transacted thereat. No notice need be given of any adjourned meeting.  To the extent possible, an agenda of themeeting together with background information shall be forwarded to eachDirector with the notice of meeting.

## Section 2.07.          Quorum.  At all meetings of the Board of Directors,the presence of a majority of the total number of Directors shall be necessary andsufficient to constitute a quorum for the transaction of business.  Except when otherwise required by statute orthe Certificate of Incorporation, the act of a majority of the Directorspresent at any meeting at which a quorum is present shall be the act of theBoard of Directors.  In the absence of aquorum, a majority of the Directors present may adjourn the meeting from timeto time until a quorum shall be present. A Director shall be present at a meeting if he and all other personsparticipating in the meeting can hear one another by means of conferencetelephone or similar communications equipment. (Sections 141(b), 141(i)).

## Section 2.08.          ActionWithout a Meeting.  Any actionrequired or permitted to be taken at any meeting of the Board of Directors orcommittee of the Board of Directors may be taken without a meeting, if writtenconsents thereto are signed by all members of the Board or committee, as thecase may be, and such written consents are filed with the minutes ofproceedings of the Board of the committee, as the case may be.  (Section 141(f)).

## Section 2.09.          Mannerof Acting.  The Directors shall actonly as a Board, and the individual Directors shall have no power as such.

## Section 2.10.          Resignations.  Any Director or Chairman of the Board mayresign at any time by delivering a written resignation to the President, a VicePresident, the Secretary or an Assistant Secretary.  Unless otherwise specified therein, suchresignation shall take effect upon delivery. (Section 141(b)).

## Section 2.11.          Removalof Directors.  Any director of theCorporation may be removed with cause by the affirmative vote of the holders ofseventy-five percent (75%) of all the votes entitled to be cast for theelection of directors, but no director may be removed by the stockholderswithout cause.  Except as otherwiseprovided by contract, any vacancy in the Board of Directors caused by any suchremoval may be filled at such meeting or any adjournment of such meeting by theholders of shares of stock of all classes representing a majority of theaggregate number of votes of the shares of stock of all classes then issued,outstanding and entitled to vote for the election of directors.  If such stockholders do not fill such vacancyat such meeting, such vacancy may be filled in any other manner permitted bylaw.  (Section 141(k)).

## Section 2.12.          Vacanciesand Newly Created Directorships. Except as provided in the Certificate of Incorporation, if any vacanciesshall occur in the Board of Directors, by reason of

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## death, resignation or otherwise, or if the authorized number ofDirectors shall be increased, the Directors then in office shall continue toact, and such vacancies may be filled by a majority of the Directors then inoffice, though less than a quorum, or as otherwise provided by contract and theDirectors so chosen shall hold office (unless otherwise provided in theapplicable resolution electing the Director) until their successors are dulyelected and qualified, or until their death, or until they shall have resigned orshall have been removed in the manner provided in Section 2.11 hereof.  Any such vacancies or newly createdDirectorships may also be filled by the stockholders in accordance with theprovisions of Section 2.11 hereof. (Section 223).

## Section 2.13.          Compensation.  The amount, if any, which each Director shallbe entitled to receive as compensation for his services as such shall be fixedfrom time to time by resolution of the Board of Director.  (Section 141(h)).

## Section 2.14.          Relianceon Accounts and Reports, etc.  ADirector, or a member of any committee designated by the Board of Directors, inthe performance of his duties, shall be fully protected in relying in goodfaith on the books of accounts or reports made to the Company by any of itsofficials, or by an independent certified public accountant, or by an appraiserselected with reasonable care by the Board of Directors, or by any suchcommittee, or in relying in good faith upon other records of the Company.  (Section 141(e)).

# **ARTICLE 3****EXECUTIVE COMMITTEE AND COMPENSATION COMMITTEE**

## Section 3.01.          ExecutiveCommittee and Other Committees.  TheBoard of Directors, by resolution or resolutions adopted by a majority of thewhole Board of Directors, may designate an Execute Committee and/or one or moreother Committees, each such Committee to consist of such number of Directors asfrom time to time shall be fixed by resolution or resolutions similarly passedor as otherwise provided by contract. Thereafter, except as otherwise provided by contract, members (andalternate members, if any) of each such Committee shall be designated annuallyin like manner, at the annual meeting of the Board of Directors; provided,however, that any such Committee, from time to time may be abolished byresolution or resolutions similarly passed, except as otherwise provided bycontract, and may be redesignated in like manner.  Except as otherwise provided by contract,each member (and each such alternate member) of any such Committee (whetherdesignated at an annual meeting of the Board of Directors or to fill a vacancyor otherwise) shall hold office until his successor shall have been designatedor until he shall cease to be a Director, or until his death, or until he shallhave resigned in the manner provided in Section 2.10 hereof, or shall have beenremoved in the manner provided in Section 2.11 hereof.  (Section 141(c)).

## Section 3.02.          CompensationCommittee.  The Board of Directors,by resolution or resolutions adopted by a majority of the whole Board ofDirectors, shall designate a Compensation Committee, composed of at least three(3) Directors.  The CompensationCommittee shall hold office at the pleasure of the Board of Directors.  The Compensation Committee shall have theresponsibility of making recommendations to the Board of Directors on mattersrelating to any employee stock purchase programs, incentive stock option plansand awards, bonus plans and the determination of compensation for officers andDirectors of the Company.  If anyposition on the Compensation Committee becomes vacant, such vacancy may

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## be filled by the Board of Directors except as otherwise provided bycontract.  The Compensation Committeeshall hold formal meetings and keep minutes of all of its proceedings.  A copy of such minutes shall, after approvalby the members of the Committee, be sent to all Directors as a matter ofinformation.  The presence of not lessthan a majority of the Committee shall be necessary to constitute a quorum.  Action may be taken without a meeting ifunanimous written consent is filed with the records of the Committee.  The Compensation Committee shall have thepower to elect one of its members to serve as its Chairman unless the Board ofDirectors shall have designated such Chairman. Recommendations of the Compensation Committee shall be adopted by theBoard of Directors unless there shall be reasonable justification for the Boardof Directors not to implement the recommendations of the CompensationCommittee.

# **ARTICLE 4****OFFICERS**

## Section 4.01.          Number.  The officers of the Company shall be chosenby the Board of Directors and shall be a President, a Secretary and a Treasurerwho shall hold office until their successors are chosen and qualify.  The Board of Directors may also choose one ormore Vice Presidents, and one or more Assistant Secretaries and AssistantTreasurers.  Any number of offices may beheld by the same person.  (Section142(a)).

## Section 4.02.          Election.  The Board of Directors at its first meetingafter each annual meeting of stockholders shall choose a President, a Secretaryand a Treasurer.

## Section 4.03.          AdditionalOfficers.  The Board of Directors mayappoint such other officers and agents as it shall deem necessary who shallhold their offices for such terms and shall exercise such powers and performsuch duties as shall be determined from time to time by the Board of Directors.

## Section 4.04.          Salaries.  The salaries of all officers and agents ofthe Company shall be fixed by the Board of Directors upon recommendation by theCompensation Committee.

## Section 4.05.          Removaland Vacancies.  Any officer electedor appointed by the Board of Directors may be removed with or without cause atany time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of theCompany shall be filled by the Board of Directors.  (Section 142(e)).

## Section 4.06.          Dutiesof the Chairman of the Board of Directors. If a Chairman of the Board of Directors is elected, he shall preside atall meetings of the Board at which he is present and shall have such otherduties as shall be assigned to him by the Board of Directors; and, in general,shall perform all duties incident to the office of Chairman of the Board ofDirectors.

## Section 4.07.          Dutiesof the President.  The Presidentshall have direct charge of the business of the Company, subject to the generalcontrol of the Board of Directors, and shall be the chief executive officer ofthe Company unless the Chairman of the Board of Directors is designated chiefexecutive officer by the Board; and, in general, shall perform all dutiesincident to the office of President.

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## Section 4.08.          Dutiesof the Vice President.  In the eventof the absence or disability of the President, the Vice President, if there beone, or in case there shall be more than one Vice President, the Vice Presidentdesignated by the Board of Directors, shall perform all the duties of thePresident; and when so acting, shall have all the powers of, and be subject toall the restrictions upon the President. Except where by law the signature of the President is required, each ofthe Vice Presidents shall possess the same power as the President to sign allcertificates, contracts, obligations and other instruments of the Company.  Any Vice President shall perform such otherduties and may exercise such other powers as from time to time may be assignedto him by these By-Laws or by the Board of directors or by the President; and,in general, shall perform all duties incident to the office of Vice President.

## Section 4.09.          Dutiesof the Secretary.  The Secretaryshall, if present, act as Secretary of, and keep the minutes of, all theproceedings of the meetings of the stockholders and of the Board of Directorsand of any committee of the Board of Directors in one or more books to be keptfor that purpose; shall perform such other duties as shall be assigned to himby the President or the Board of Directors; and, in general, shall perform allduties incident to the office of Secretary.

## Section 4.10.          Dutiesof the Treasurer.  The Treasurershall keep or cause to be kept full and accurate records of all receipts anddisbursements in the books of the Company and shall have the care and custodyof all funds and securities of the Company. He shall disburse the funds of the Company as may be ordered by theBoard of Directors, shall render to the President and any Director, wheneverany such person shall request it, an account of all of his transactions asTreasurer and shall perform such other duties as may be assigned to him by thePresident or the Board of Directors.  TheTreasurer shall be the chief accounting officer of the Company.  He shall keep or cause to be kept all booksof account and accounting records of the Company and shall keep and maintain,or cause to be kept and maintained, adequate and correct accounts of theproperties and business transactions of the Company in accordance withgenerally accepted accounting principles. He shall prepare or cause to be prepared appropriate financialstatements for the Company in accordance with generally accepted accountingprinciples and shall perform such other duties as may be assigned to him by thePresident or the Board of Directors; and, in general, shall perform all dutiesincident to the office of Treasurer.

## Section 4.11.          EmployeeBonds.  The Board of Directors mayrequire the Treasurer, the Assistant Treasurers and any other officers, agentsor employees of the Company to give bond for the faithful discharge of theirduties, in such sum and of such character as the Board may from time to time prescribe.  (Section 142(c)).

# **ARTICLE 5****CAPITAL STOCK**

## Section 5.01.          Certificatesof Stock.  Every holder of stock inthe Company shall be entitled to have a certificate signed by, or in the nameof the Company by, the Chairman of the Board of Directors, if any, or thePresident or a Vice President, and by the Treasurer or an Assistant Treasurer,or by the Secretary or an Assistant Secretary of the Company, certifying thenumber of shares owned by him in the Company. (Section 158).

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## Section 5.02.          Signatures.  Any of or all the signatures on thecertificate may be a facsimile.  In caseany officer, 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 Company with the same effect as if he were such officer,transfer agent or registrar at the date of issue.  (Section 158).

## Section 5.03.          LostCertificates.  The Board of Directorsmay direct that a new certificate or certificates be issued in place of anycertificate or certificates theretofore issued by the Company alleged to havebeen lost, stolen or destroyed, upon the making of an affidavit of that fact bythe person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a newcertificate or certificates, the Board of Directors may, in its discretion andas a condition precedent to the issuance thereof, require the owner of suchlost, stolen or destroyed certificate or certificates, or his legalrepresentative, to advertise the same in such manner as it shall require and/orto give the Company a bond in such sum as it may direct as indemnity againstany claim that may be made against the Company with respect to the certificatealleged to have been lost, stolen or destroyed. (Section 167).

## Section 5.04.          Transfersof Stock.  Upon surrender to theCompany or the transfer agent of the Company of a certificate for shares dulyendorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the Company to promptly issue anew certificate to the person entitled thereto, cancel the old certificate andrecord the transaction upon its books.

## Section 5.05.          RecordDate.  In order to determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or to express consent to corporate action in writingwithout a meeting, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise any rights inrespect of any change, conversion or exchange of stock or for the purpose ofany other lawful action, the Board of Directors may fix, in advance, a recorddate, which shall not be more than sixty (60) nor less than ten (10) daysbefore the date of such meeting, nor more than sixty (60) days prior to anyother action.  (Section 213(a)).

## Section 5.06.          RegisteredStockholders.  Prior to duepresentment for registration of transfer of a security in registered form, theCompany may treat the registered owner as the person exclusively entitled tovote, to receive notifications and otherwise to exercise all the rights andpowers of an owner.

# **ARTICLE 6****INDEMNIFICATION**

## Section 6.01.          Indemnification.  To the extent permitted and in the mannerprovided by law, the Company shall indemnify any person who was or is a partyor is threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that he is or was a Director or officer ofthe Company or is or was serving at the request of the Company as a director orofficer of another corporation, partnership, joint venture, trust or otherenterprise, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably

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## incurred by him in connection with such action, suit orproceeding.  The foregoing rights ofindemnification shall not be deemed exclusive of any other rights to which anyperson seeking indemnification may be entitled under any agreement, vote ofstockholders or disinterested Directors or otherwise, and shall continue as toa person who has ceased to be a Director or officer and shall inure to thebenefit of the heirs, executors and administrators of such a person.  (Sections 145(a), (b)).

## Section 6.02.          Insurance.  By action of the Board of Directors,notwithstanding any interest of the Directors in the action, the Company maypurchase and maintain insurance, in such amounts as the Board of Directors maydeem appropriate, on behalf of any person who is or was a Director, officer,employee or agent of the Company, or is or was serving at the request of theCompany as a director, officer, employee or agent of another corporation,partnership, joint venture or other enterprise, against any liability assertedagainst him and incurred by him in any such capacity, or arising out of hisstatus as such, whether or not the Company would have the power to indemnifyhim against such liability under applicable provisions of law.  (Section 145(g)).

# **ARTICLE 7****GENERAL PROVISIONS**

## Section 7.01.          Dividends.  Dividends upon the stock of the Company,subject to the provisions of the Certificate of Incorporation, if any, may bedeclared by the Board of Directors at any regular or special meeting, pursuantto law.  Dividends may be paid in cash,in property or in shares of stock, subject to the provisions of the Certificateof Incorporation.  (Section 173).

## Section 7.02.          Reserves.  Before payment of any dividend, there may beset aside out of any funds of the company available for dividends such sum orsums as the Directors from time to time, in their absolute discretion thinkproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Company, or forsuch other purpose as the Directors shall think conducive to the interest ofthe Company, and the Directors may modify or abolish any such reserve.  (Section 171).

## Section 7.03.          Checks.  All checks or demands for money and notes ofthe Company shall be signed by such officer or officers or such other person orpersons as the Board of Directors may from time to time designate.

## Section 7.04.          FiscalYear.  The fiscal year of the Companyshall be comprised of 52 weeks or 53 weeks commencing on the first dayfollowing the end of the prior fiscal year, which ending date of the prior andeach fiscal year shall be the Sunday falling on or between March 26 and April 1of each calendar year, or shall cover such other period as the Board ofDirectors may from time to time determine.

## Section 7.05.          Seal.  The corporate seal shall have inscribedthereon the name of the Company, the year of its incorporation and the words “CorporateSeal, Delaware.”  The seal may be used bycausing it or a facsimile thereof to be impressed or affixed or reproduced orotherwise.

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## Section 7.06.          Offices.  In addition to its registered office, theCompany may also have offices at such other places both within or outside theState of Delaware as the Board of Directors may from time to time determine orthe business of the Company may require.

## Section 7.07.          Appointmentof Agents to Vote Securities of Other Corporations.  Unless otherwise provided by resolutionadopted by the Board of Directors, the President or any Vice President may fromtime to time appoint an attorney or attorneys, or an agent or agents, toexercise in the name and on behalf of the Company the powers and rights whichthe Company may have as the holder of stock or other securities in any othercorporation to vote or to consent in respect of such stock or other securities;and the President or any Vice President may instruct the person or persons soappointed as to the manner of exercising such powers and rights and thePresident or any Vice President may execute or cause to be executed in the nameand on behalf of the Company and under its corporate seal, or otherwise, allsuch written proxies, powers of attorney or other written instruments as he maydeem necessary in order that the Company may exercise such powers and rights.

# **ARTICLE 8****AMENDMENTS**

## Section 8.01.          Amendments.  Any provision of these By-laws may bealtered, amended or repealed at any regular or special meeting of thestockholders or of the Board of Directors by vote of not less than a majorityof the aggregate number of the votes entitled to be cast thereon, except thatSections 2.03, 2.04 and 2.11 and this ARTICLE VIII may be altered, amended orrepealed, and any by-law or provision of the Certificate of Incorporation ofthe Company inconsistent with Sections 2.03, 2.04 or 2.11 or this ARTICLE VIIImay be adopted, only by the authorization of not less than seventy-five percent(75%) of the aggregate number of the votes entitled to be cast thereon byeither the stockholders of the Company (considered for this purpose as a singleclass) or by the Board of Directors, as applicable.

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