Exhibit 3.2

                           THIRD AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            MATTSON TECHNOLOGY, INC.


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                              TABLE OF CONTENTS

                                                                     Page

Article 1.  Stockholders...............................................1
      1.1   Place of Meetings..........................................1
      1.2   Annual Meeting.............................................1
      1.3   Special Meetings...........................................1
      1.4   Notice of Meetings.........................................1
      1.5   Voting List................................................1
      1.6   Quorum.....................................................2
      1.7   Adjournments...............................................2
      1.8   Voting and Proxies.........................................2
      1.9   Action at Meeting..........................................2
      1.10  Notice of Stockholder Business.............................3
      1.11  Conduct of Business........................................3
      1.12  No Stockholder Action Without Meeting......................4

Article 2.  Board of Directors.........................................4
      2.1   General Powers.............................................4
      2.2   Number and Term of Office..................................4
      2.3   Vacancies and Newly Created Directorships;
            Qualification..............................................5
      2.4   Resignation................................................5
      2.5   Regular Meetings...........................................5
      2.6   Special Meetings...........................................6
      2.7   Notice of Special Meetings.................................6
      2.8   Participation in Meetings by Telephone Conference
            Calls......................................................6
      2.9   Quorum.....................................................6
      2.10  Action at Meeting..........................................6
      2.11  Action by Consent..........................................6
      2.12  Removal....................................................6
      2.13  Committees.................................................7
      2.14  Compensation of Directors..................................7
      2.15  Nomination of Director Candidates; Nominating
            Committee..................................................7

Article 3.  Officers...................................................9
      3.1   Enumeration................................................9
      3.2   Election...................................................9
      3.3   Qualification..............................................9
      3.4   Tenure.....................................................9
      3.5   Resignation and Removal....................................9
      3.6   Chairman of the Board......................................9
      3.7   Vice Chairman of the Board................................10
      3.8   Chief Executive Officer...................................10
      3.9   President.................................................10
      3.10  Vice Presidents...........................................10
      3.11  Secretary and Assistant Secretaries.......................10
      3.12  Chief Financial Officer...................................11
      3.13  Salaries..................................................11
      3.14  Delegation of Authority...................................11

Article 4.  Capital Stock.............................................11
      4.1   Issuance of Stock.........................................11
      4.2   Certificates of Stock.....................................11
      4.3   Transfers.................................................12
      4.4   Lost, Stolen or Destroyed Certificates....................12
      4.5   Record Date...............................................12

Article 5.  General Provisions........................................13
      5.1   Fiscal Year...............................................13
      5.2   Corporate Seal............................................13
      5.3   Waiver of Notice..........................................13
      5.4   Actions with Respect to Securities of Other
            Corporations..............................................13
      5.5   Evidence of Authority.....................................13
      5.6   Certificate of Incorporation..............................13
      5.7   Severability..............................................13
      5.8   Pronouns..................................................13
      5.9   Notices...................................................14
      5.10  Reliance Upon Books, Reports and Records..................14
      5.11  Time Periods..............................................14
      5.12  Facsimile Signatures......................................14

Article 6.  Amendments................................................14
      6.1   By the Board of Directors.................................14
      6.2   By the Stockholders.......................................15

Article 7.  Indemnification of Directors and Officers.................15
      7.1   Right to Indemnification..................................15
      7.2   Right of Claimant to Bring Suit...........................16
      7.3   Indemnification of Employees and Agents...................16
      7.4   Non-Exclusivity of Rights.................................16
      7.5   Indemnification Contracts.................................16
      7.6   Insurance.................................................16
      7.7   Effect of Amendment.......................................16

Article 8.  Restrictions on Certain Stock Option and Securities
            Matters...................................................17
      8.1   Stock Options.............................................17
      8.2   Sales of Securities.......................................17
      8.3   ESPP Permitted............................................18
      8.4   Amendments................................................18



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                           THIRD AMENDED AND RESTATED
                       BYLAWS OF MATTSON TECHNOLOGY, INC.


Article 1. Stockholders

     1.1 Place of Meetings. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors or the Chief Executive Officer or, if not so
designated, at the registered office of the Corporation.

     1.2 Annual Meeting. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Board of
Directors or the Chief Executive Officer at the time and place to be fixed by
the Board of Directors or the Chief Executive Officer and stated in the notice
of the meeting. If no annual meeting is held in accordance with the foregoing
provisions, the Board of Directors shall cause the meeting to be held as soon
thereafter as convenient.

     1.3 Special Meetings. Special meetings of Stockholders may be called at any
time only by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer.

     1.4 Notice of Meetings. Written notice of each meeting of stockholders,
whether annual or special, shall be given not less than ten (10) nor more than
sixty (60) days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or as required by law (meaning here and hereafter, as required from time
to time by the Delaware General Corporation Law or the Certificate of
Incorporation). The notices of all meetings shall state the place, date and hour
of the meeting. The notice of a special meeting shall state, in addition, the
purpose or purposes for which the meeting is called. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

     1.5 Voting List. The officer who has charge of the stock ledger of the
Corporation shall prepare, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or
if not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during the
whole time of the meeting, and may be inspected by any stockholder who is
present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.


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     1.6 Quorum. Except as otherwise provided by law or these Bylaws, the
holders of a majority of the shares of the capital stock of the Corporation
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum for the transaction of business. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, date or time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.

     1.7 Adjournments. Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held under
these Bylaws by the holders of a majority of the shares of stock present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as Secretary of such meeting. When a meeting is adjourned to another place,
date or time, written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the date of any adjourned
meeting is more than thirty (30) days after the date for which the meeting was
originally noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the place, date, and time of the adjourned meeting shall be
given in conformity herewith. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting.

     1.8 Voting and Proxies. Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided by law. Each
stockholder of record entitled to vote at a meeting of stockholders, may vote in
person or may authorize any other person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent or by a
transmission permitted by law and delivered to the Secretary of the Corporation.
No stockholder may authorize more than one proxy for his shares. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this Section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile transmission or other reproduction shall be a complete reproduction of
the entire original writing or transmission.

     1.9 Action at Meeting. When a quorum is present at any meeting, any
election shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election, and all other matters shall be
determined by a majority of the votes cast affirmatively or negatively on the
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, a majority of each such
class present or represented and voting affirmatively or negatively on the
matter) shall decide such matter, except when a different vote is required by
express provision of law, the Certificate of Incorporation or these Bylaws;
provided, however, that if the Board of Directors by resolution determines that
the vote of a larger portion of the Corporation's stock is required to approve
any particular matter in order to satisfy or comply with applicable governmental
or regulatory requirements, such as NASDAQ corporate governance rules or
Internal Revenue Service stockholder approval guidelines, then such higher vote
shall be deemed required by these Bylaws.

     All voting, including on the election of directors, but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting. The Corporation may, and to the extent
required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as an alternate inspector to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting may, and
to the extent required by law, shall, appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability.

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     1.10 Notice of Stockholder Business. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) properly brought before an annual meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder proposal to be presented at an
annual meeting shall be received at the Corporation's principal executive
offices not less than 120 calendar days in advance of the date that the
Corporation's (or the Corporation's predecessor's) proxy statement was released
to stockholders in connection with the previous year's annual meeting of
stockholders, except that if no annual meeting was held in the previous year or
the date of the annual meeting has been advanced by more than 30 calendar days
from the date contemplated at the time of the previous year's proxy statement,
notice by the stockholders to be timely must be received not later than the
close of business on the tenth day following the day on which the date of the
annual meeting is publicly announced.

     A stockholder's notice to the Secretary of the Corporation shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the annual
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.

     1.11 Conduct of Business. At every meeting of the stockholders, the
Chairman of the Board, if there is such an officer, or if not, the Chief
Executive Officer or such other person as is appointed by the Board of
Directors, shall act as Chairman. The Secretary of the Corporation or a person
designated by the Chairman of the meeting shall act as Secretary of the meeting.
Unless otherwise approved by the Chairman of the meeting, attendance at the
stockholders' meeting is restricted to stockholders of record, persons
authorized in accordance with Section 1.8 of these Bylaws to act by proxy, and
officers of the Corporation.

     The Chairman of the meeting shall call the meeting to order, establish the
agenda, and conduct the business of the meeting in accordance therewith or, at
the Chairman's discretion, it may be conducted otherwise in accordance with the
wishes of the stockholders in attendance. The date and time of the opening and
closing of the polls for each matter upon which the stockholders will vote at
the meeting shall be announced at the meeting.

     The Chairman shall also conduct the meeting in an orderly manner, rule on
the precedence of, and procedure on, motions and other procedural matters, and
exercise discretion with respect to such procedural matters with fairness and
good faith toward all those entitled to take part. The Chairman may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one stockholder. Should any person in attendance
become unruly or obstruct the meeting proceedings, the Chairman shall have the
power to have such person removed from participation. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at a meeting
except in accordance with the procedures set forth in this Section 1.11 and
Section 1.10 above. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that any proposed item of business was not
brought before the meeting in accordance with the provisions of this Section
1.11 and Section 1.10, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.


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     1.12 No Stockholder Action Without Meeting. Any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of stockholders of the Corporation and
may not be effected by any consent in writing by such stockholders.

Article 2. Board of Directors

     2.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the Corporation except as otherwise provided by law or the
Certificate of Incorporation. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law or as
otherwise set forth in these Bylaws, may exercise the powers of the full Board
until the vacancy is filled.

     2.2 Number and Term of Office.

          (a) The authorized number of directors shall be seven (7) until the
     termination of the Stockholder Agreement between the Corporation, STEAG
     Electronic Systems AG and Brad Mattson effective concurrent with the
     effective date of these Bylaws (the "Stockholder Agreement"). Following
     termination of the Stockholder Agreement, the authorized number of
     directors may be fixed from time to time exclusively by the Board of
     Directors pursuant to a resolution adopted by a majority of the total
     number of authorized directors (whether or not there exist any vacancies in
     previously authorized directorships at the time any such resolution is
     presented to the Board for adoption).

          (b) The directors shall be divided into three classes, with the term
     of office of the first class (Class I) to expire at the first annual
     meeting of stockholders held after January 1, 2001; the term of office of
     the second class (Class II) to expire at the second annual meeting of
     stockholders held after January 1, 2001; the term of office of the third
     class (Class III) to expire at the third annual meeting of stockholders
     held after the January 1, 2001; and thereafter for each such term to expire
     at each third succeeding annual meeting of stockholders after such
     election. All directors shall hold office until the expiration of the term
     for which elected and until their respective successors are elected and
     qualified, except in the case of the death, resignation or removal of any
     director. The class membership of the incumbent directors shall remain
     unaffected by the adoption of these Bylaws.


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     2.3 Vacancies and Newly Created Directorships; Qualification. Newly created
directorships resulting from any increase in the authorized number of directors,
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification or other cause (including removal from office by a
vote of the stockholders) may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders at which
the term of office of the class to which they have been elected expires;
provided, however, that until the termination of the Stockholder Agreement, (a)
if there is a vacant directorship as the result the resignation, retirement,
disqualification, removal, death, or other cause of a STEAG Representative (as
defined in Section 2.15(e) below), no person shall be eligible for nomination
and qualified to fill such vacancy other than another STEAG Representative, and
(b) if there is any other vacant directorship, including any vacancy as a result
of any increase in the authorized number of directors, no person shall be
eligible for nomination and qualified to fill such vacancy other than a person
nominated in accordance with Section 2.15 herein. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     2.4 Resignation. Any director may resign by delivering his written
resignation to the Corporation at its principal office or to the Chief Executive
Officer or Secretary. Such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.

     2.5 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination. A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place as
the annual meeting of stockholders.


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     2.6 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board, the Chief Executive Officer, two or more
directors, or by one director in the event that there is only a single director
in office.

     2.7 Notice of Special Meetings. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone or electronic voice
message system at least 48 hours in advance of the meeting, (ii) by sending a
telegram, email, telecopy or telex, or delivering written notice by hand, to his
last known business or home address at least 48 hours in advance of the meeting,
or (iii) by mailing written notice to his last known business or home address at
least seven (7) days in advance of the meeting. A notice or waiver of notice of
a meeting of the Board of Directors need not specify the purposes of the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.

     2.8 Participation in Meetings by Telephone Conference Calls. Directors or
any members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone, videoconference equipment, or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.9 Quorum. A majority of the total number of authorized directors shall
constitute a quorum at any meeting of the Board of Directors. In the event one
or more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified;
provided, however, that in no case shall less than one-third (1/3) of the number
so fixed constitute a quorum. In the absence of a quorum at any such meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice other than announcement at the meeting, until a quorum
shall be present. Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or at a meeting of a
committee which authorizes a particular contract or transaction.

     2.10 Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these Bylaws.

     2.11 Action by Consent. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of Directors
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent to the action in writing. Any such written consents shall
be filed with the minutes of proceedings of the Board or committee.

     2.12 Removal. Any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least a majority of the voting power of all of the
outstanding shares of capital stock entitled to vote generally in the election
of directors, voting together as a single class.

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     2.13 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation, with such lawfully delegated powers and duties as it therefor
confers, to serve at the pleasure of the Board. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members of the
committee present at any meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors and subject to the provisions of the
General Corporation Law of the State of Delaware, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each such
committee shall keep minutes and make such reports as the Board of Directors may
from time to time request. Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by such rules, its business shall be conducted as
nearly as possible in the same manner as is provided in these Bylaws for the
Board of Directors.


     2.14 Compensation of Directors. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the Corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

     2.15 Nomination of Director Candidates; Nominating Committee.

          (a) There is hereby established a nominating committee to evaluate and
     propose nominees to serve as directors of the Corporation (the "Nominating
     Committee"). Until the termination of the Stockholder Agreement, the
     Nominating Committee shall be comprised of three (3) directors, at least
     one of whom shall be a STEAG Representative, as defined below.

          (b) Nominations for the election and appointment of directors,
     including vacant directorships, whether caused by death, resignation,
     disqualification, removal, retirement, or other causes, shall be made
     exclusively by the Nominating Committee, subject to (i) Section 2.15(c) and
     (ii) the rights of stockholders pursuant to Section 2.15(d). For a period
     of three (3) years following the effective date of the Stockholder
     Agreement, if at any time there is a vacant directorship other than a
     directorship previously held by a STEAG Representative, the Nominating
     Committee shall nominate to fill such vacancy only those persons who
     receive the unanimous approval of the members of the Nominating Committee.
     Until the termination of the Stockholder Agreement, the Nominating
     Committee shall nominate only such nominees as would, if elected, result in
     the following composition of the Board of Directors: (i) two (2) STEAG
     Representatives, (ii) the Chief Executive Officer of the Corporation, and
     (iii) at least three (3) incumbent directors of the Corporation as of June
     27, 2000, and/or persons who are Independent Directors, as defined below.

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          (c) In the event that the Nominating Committee fails to nominate a
     nominee within four (4) months after a directorship becomes vacant, the
     Board of Directors may act to elect and appoint a nominee to fill such
     vacancy; provided that the election and appointment of such nominee is
     consistent with maintaining the composition of the Board of Directors
     described in the last sentence of Section 2.15(b).

          (d) Any stockholder entitled to vote in the election of directors
     generally may nominate one or more persons for election as directors at a
     meeting only if timely notice of such stockholder's intent to make such
     nomination or nominations has been given in writing to the Secretary of the
     Corporation. To be timely, a stockholder nomination for a director to be
     elected at an annual meeting must be received at the Corporation's
     principal executive offices not less than 120 calendar days in advance of
     the date that the Corporation's (or the Corporation's predecessor's) proxy
     statement was released to stockholders in connection with the previous
     year's annual meeting of stockholders, except that if no annual meeting was
     held in the previous year or the date of the annual meeting has been
     changed by more than 30 calendar days from the date contemplated at the
     time of the previous year's proxy statement, or in the event of a
     nomination for director to be elected at a special meeting, notice by the
     stockholders to be timely must be received not later than the close of
     business on the tenth day following the day on which such notice of the
     date of the special meeting was mailed or such public disclosure was made.
     Each such notice shall set forth: (a) the name and address of the
     stockholder who intends to make the nomination and of the person or persons
     to be nominated; (b) a representation that the stockholder is a holder of
     record of stock of the Corporation entitled to vote for the election of
     directors on the date of such notice and intends to appear in person or by
     proxy at the meeting to nominate the person or persons specified in the
     notice; (c) a description of all arrangements or understandings between the
     stockholder and each nominee and any other person or persons (naming such
     person or persons) pursuant to which the nomination or nominations are to
     be made by the stockholder; (d) such other information regarding each
     nominee proposed by such stockholder as would be required to be included in
     a proxy statement filed pursuant to the proxy rules of the Securities and
     Exchange Commission, had the nominee been nominated, or intended to be
     nominated, by the Board of Directors; and (e) the consent of each nominee
     to serve as a director of the Corporation if so elected.

          (e) For purposes of these Bylaws, the term "STEAG Representative"
     means a person designated by STEAG in accordance with Section 1.1(a) of the
     Stockholder Agreement for election or appointment as a director of the
     Corporation. For purposes of these Bylaws, the term "Independent Director"
     means any person who has not and has never been an officer, employee or
     paid consultant of the Corporation, STEAG or any of their respective
     Affiliates (as defined in the Stockholder Agreement). For purposes of these
     Bylaws, the term "STEAG" means STEAG Electronic Systems AG, or its
     successors and permitted assigns in accordance with the Stockholder
     Agreement.

          (f) In the event that a person is validly designated as a nominee in
     accordance with this Section 2.15 and shall thereafter become unable or
     unwilling to stand for election to the Board of Directors, any proposed
     substitute nominee must be approved for nomination in accordance with the
     foregoing provisions of this Section 2.15.

          (g) If the Chairman of a stockholder meeting at which a vote is to be
     taken for the election of directors determines that a nomination of any
     candidate for election as a director at such meeting was not made in
     accordance with the applicable provisions of this Section 2.15, such
     nomination shall be void.


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Article 3. Officers

     3.1 Enumeration. The officers of the Corporation shall consist of a Chief
Executive Officer, a President, a Secretary, a Chief Financial Officer and such
other officers with such other titles as the Board of Directors shall determine,
including, at the discretion of the Board of Directors, a Chairman of the Board,
a Vice Chairman of the Board, and one or more Vice Presidents and Assistant
Secretaries; provided, that for at least one year after the Stockholder
Agreement becomes effective, the officers of the Corporation shall include a
Chairman of the Board and a Vice Chairman of the Board. The Board of Directors
may appoint such other officers as it may deem appropriate.

     3.2 Election. Subject to such powers as are delegated by the Board of
Directors to any Executive Staffing Committee or other committee, officers shall
be elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders and may be appointed by the Board of Directors at
any other meeting.

     3.3 Qualification. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote appointing him, or until his earlier death, resignation or removal.

     3.5 Resignation and Removal. Any officer may resign by delivering his
written resignation to the Corporation at its principal office or to the Chief
Executive Officer or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event. Any officer may be removed at any time, with or without
cause, by the Board of Directors.

     3.6 Chairman of the Board. The Board of Directors may appoint a Chairman of
the Board; provided, that for at least one year after the Stockholder Agreement
becomes effective, the Board of Directors shall appoint a Chairman of the Board.
If the Board of Directors appoints a Chairman of the Board, he shall perform
such duties and possess such powers as are set forth in these Bylaws or assigned
to him by the Board of Directors; provided, however, that the Chairman of the
Board shall have the power, at any time and from time to time, to fully or
partially delegate any such duties and powers to the Vice Chairman of the Board.
Unless otherwise provided by the Board of Directors, he shall preside at all
meetings of the stockholders. The Chairman of the Board shall preside at all
meetings of the Board of Directors.


                                       9
<PAGE>


     3.7 Vice Chairman of the Board. The Board of Directors may appoint a Vice
Chairman of the Board; provided, that for at least one year after the
Stockholder Agreement becomes effective, the Board of Directors shall appoint a
Vice Chairman of the Board.. If the Board of Directors appoints a Vice Chairman
of the Board, he shall perform such duties and possess such powers as are
assigned to him by the Board of Directors and/or delegated to him by the
Chairman of the Board. In the event of the absence, disability or refusal to
perform his duties of the Chairman of the Board, the Vice Chairman shall perform
the duties of the Chairman and when so performing shall have all the powers of
the Chairman.

     3.8 Chief Executive Officer. The Chief Executive Officer shall, subject to
the direction of the Board of Directors, have responsibility for the general
management and control of the business and affairs of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of chief executive or which are delegated to him or her by the Board of
Directors. The Chief Executive Officer shall perform such other duties and shall
have such other powers as the Board of Directors may from time to time
prescribe. He or she shall have power to sign stock certificates, contracts and
other instruments of the Corporation which are authorized and shall have general
supervision and direction of all of the other officers, employees and agents of
the Corporation, other than the Chairman of the Board. Unless otherwise provided
by the Board of Directors, in the absence of the Chairman of the Board, he shall
preside at all meetings of the stockholders.

     3.9 President. Should there exist an office of President which is held by a
person other than the Chief Executive Officer and which differs from the office
of Chief Executive Officer, the President shall have the responsibilities
delegated to him or her by the Board of Directors.

     3.10 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, disability or refusal
to perform his duties of the President, the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors) shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.11 Secretary and Assistant Secretaries. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the Secretary, including, without limitation, the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to keep a record of the proceedings of all meetings of stockholders and the
Board of Directors, to maintain a stock ledger and prepare lists of stockholders
and their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, disability or refusal to
perform his duties of the Secretary, the Assistant Secretary (or if there shall
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors) shall perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.


                                       10
<PAGE>

     3.12 Chief Financial Officer. Unless otherwise designated by the Board of
Directors, the Chief Financial Officer shall be the Treasurer. The Chief
Financial Officer shall perform such duties and shall have such powers as may
from time to time be assigned to him by the Board of Directors or the Chief
Executive Officer. In addition, the Chief Financial Officer shall perform such
duties and have such powers as are incident to the office of chief financial
officer, including without limitation, the duty and power to keep and be
responsible for all funds and securities of the Corporation, to maintain the
financial records of the Corporation, to deposit funds of the Corporation in
depositories as authorized, to disburse such funds as authorized, to make proper
accounts of such funds, and to render as required by the Board of Directors
accounts of all such transactions and of the financial condition of the
Corporation.

     3.13 Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

     3.14 Delegation of Authority. The Board of Directors may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

Article 4. Capital Stock.

     4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the Corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the Corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

     4.2 Certificates of Stock. Every holder of stock of the Corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
him in the Corporation. Each such certificate shall be signed by, or in the name
of the Corporation by, the Chairman or Vice Chairman, if any, of the Board of
Directors, or the Chief Executive Officer, President or a Vice President, and
the Chief Financial Officer, or the Secretary or an Assistant Secretary of the
Corporation. Any or all of the signatures on the certificate may be a facsimile.

     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable
securities laws or any agreement among any number of shareholders or among such
holders and the Corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.

                                       11
<PAGE>

     4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or authenticity of signature
as the Corporation or its transfer agent may reasonably require. Except as may
be otherwise required by law, by the Certificate of Incorporation or by the
Bylaws, the Corporation shall be entitled to treat the record holder of stock as
shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to vote with respect to such stock,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been transferred on the books of the Corporation in accordance with
the requirements of these Bylaws.

     4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new
certificate of stock in place of any previously saved certificate alleged to
have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the Corporation or any
transfer agent or registrar.

     4.5 Record Date. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, concession or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days prior
to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.


                                       13
<PAGE>

Article 5. General Provisions.

     5.1 Fiscal Year. The fiscal year of the Corporation shall be as fixed by
the Board of Directors.

     5.2 Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3 Waiver of Notice. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telecopy, telegraph, cable or any
other available method, whether before, at or after the time stated in such
waiver, or the appearance of such person or persons at such meeting in person or
by proxy, shall be deemed equivalent to such notice.

     5.4 Actions with Respect to Securities of Other Corporations. Except as the
Board of Directors may otherwise designate, the Chief Executive Officer or any
officer of the Corporation authorized by the Chief Executive Officer shall have
the power to vote and otherwise act on behalf of the Corporation, in person or
proxy, and may waive notice of, and act as, or appoint any person or persons to
act as, proxy or attorney-in-fact to this Corporation (with or without power of
substitution) at any meeting of stockholders or shareholders (or with respect to
any action of stockholders) of any other corporation or organization, the
securities of which may be held by this Corporation and otherwise to exercise
any and all rights and powers which this Corporation may possess by reason of
this Corporation's ownership of securities in such other corporation or other
organization.

     5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the Corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

     5.6 Certificate of Incorporation. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the Corporation, as amended and in effect from time to time.

     5.7 Severability. Any determination that any provision of these Bylaws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.

     5.8 Pronouns. All pronouns used in these Bylaws shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.


                                       13
<PAGE>

     5.9 Notices. Except as otherwise specifically provided in these Bylaws or
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by prepaid
telegram, mailgram, telecopy or commercial courier service. Any such notice
shall be addressed to such stockholder, director, officer, employee or agent at
his or her last known address as the same appears on the books of the
Corporation. The time when such notice shall be deemed to be given shall be the
time such notice is received by such stockholder, director, officer, employee or
agent, or by any person accepting such notice on behalf of such person, if hand
delivered, or the time such notice is dispatched, if delivered through the mails
or be telegram or mailgram.

     5.10 Reliance Upon Books, Reports and Records. Each director, each member
of any committee designated by the Board of Directors, and each officer of the
Corporation shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.

     5.11 Time Periods. In applying any provision of these Bylaws which require
that an act be done or not done a specified number of days prior to an event or
that an act be done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.

     5.12 Facsimile Signatures. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

Article 6. Amendments.

     6.1 By the Board of Directors. Except as is otherwise set forth in these
Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the affirmative vote of a majority of the directors present at any
regular or special meeting of the Board of Directors at which a quorum is
present; provided, however, that until the termination of the Stockholder
Agreement, Sections 2.2, 2.3, 2.6, 2.7, 2.8, 2.15, 3.1 and 3.6 herein, and this
Section 6.1, may only be altered, amended or repealed pursuant to a resolution
adopted with approval by (i) a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for
adoption), (ii) at least one STEAG Representative, and (iii) a majority of the
Independent Directors then serving on the Board; and provided, further, that if
any amendment to Section 2.2, 2.3, 2.6, 2.7, 2.8, 2.15, 3.1 or 3.6 or this
Section 6.1 is proposed prior to the termination of the Stockholder Agreement at
a time when there is no STEAG Representative on the Board of Directors, then,
notwithstanding the foregoing, such amendment may only be adopted by the
affirmative vote of stockholders in accordance with Section 6.2.


                                       14
<PAGE>

     6.2 By the Stockholders. Except as otherwise set forth in these Bylaws,
these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at any annual meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeat or adoption of new Bylaws shall have been stated in the notice
of such special meeting.

Article 7. Indemnification of Directors and Officers.

     7.1 Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer 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 or employee or in any other capacity while serving as a
director, officer or employee, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by Delaware Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said Law permitted the Corporation to provide prior
to such amendment) against all expenses, liability and loss 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 or
employee and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in Section 7.2 of
this Article 7, the Corporation shall indemnify any such person seeking
indemnity in connection with an action, suit or proceeding (or part thereof)
initiated by such person only if (a) such indemnification is expressly required
to be made by law, (b) the action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation, (c) such
indemnification is provided by the Corporation, in its sole discretion, pursuant
to the powers vested in the Corporation under the Delaware General Corporation
Law, or (d) the action, suit or proceeding (or part thereof) is brought to
establish or enforce a right to indemnification under an indemnity agreement or
any other statute or law or otherwise as required under Section 145 of the
Delaware General Corporation Law. Such right shall be a contract right and shall
include the right to be paid by the Corporation expenses incurred in defending
any such proceeding in advance of its final disposition; provided, however that,
unless the Delaware General Corporation Law then so prohibits, the payment of
such expenses incurred by a director or officer of the Corporation in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is tendered by such person while a director or officer,
including, without limitation. service to an employee benefit plan) in advance
of the final disposition of such 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 should be determined ultimately that such
director or officer is not entitled to be indemnified under this Section or
otherwise.


                                       15
<PAGE>

     7.2 Right of Claimant to Bring Suit. If a claim under Section 7.1 is not
paid in full by the Corporation within ninety (90) days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if such suit is not frivolous or brought in bad faith, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other then an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to this
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.

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

     7.4 Non-Exclusivity of Rights. The rights conferred on any person in
Sections 7.1 and 7.2 shall not be exclusive of any other right which such
persons may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

     7.5 Indemnification Contracts. The Board of Directors is authorized to
enter into a contract with any director, officer, employee or agent of the
Corporation, or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including employee benefit plans, providing
for indemnification rights equivalent to or, if the Board of Directors so
determines, greater than, those provided for in this Article 7.

     7.6 Insurance. The Corporation shall maintain insurance to the extent
reasonably available, at its expense, to protect itself and any such director,
officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.

     7.7 Effect of Amendment. Any amendment, repeal or modification of any
provision of this Article 7 by the stockholders and the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification.


                                       16
<PAGE>

Article 8. Restrictions on Certain Stock Option and Securities Matters.

     8.1 Stock Options. The Corporation shall not, unless approved by the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Corporation outstanding:

          (a) grant any stock option, including stock appreciation right, with
     an exercise price that is less than 100% of the fair market value of the
     underlying stock on the date of grant; or

          (b) reduce the exercise price of any stock option, including stock
     appreciation right, at any time outstanding; cancel and re-grant any stock
     option at a lower exercise price (including entering into any "6 month and
     1 day" cancellation and re-grant program), whether or not the shares
     subject to cancelled options are put back into the available pool reserved
     for grant; replace "out of the money" options with restricted stock in an
     exchange, buy-back or other similar program; or replace any stock options
     with new options having a lower exercise price or accelerated vesting
     schedule in an exchange, buy-back or other similar program.

     8.2 Sales of Securities. The Corporation shall not, unless approved by the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Corporation outstanding:

          (a) sell or issue any security of the Corporation convertible,
     exercisable or exchangeable into shares of common stock ("Common Stock
     Equivalent") having a conversion, exercise or exchange price per share that
     is subject to downward adjustment based on the market price of the common
     stock at the time of conversion, exercise or exchange of such security into
     common stock (except for appropriate adjustments made to give effect to
     stock splits or stock dividends); or

          (b) enter into (a) any "equity line" or similar agreement or
     arrangement; or (b) any agreement to sell common stock or Common Stock
     Equivalent at a per share price (or, with respect to a Common Stock
     Equivalent, at a conversion, exercise or exchange price, as the case may be
     ("Equivalent Price")) that is fixed after the execution date of the sale
     agreement, whether or not based on any predetermined price-setting formula
     or calculation method. Notwithstanding the foregoing provisions of this
     Section 8.2, however, a price protection clause shall be permitted in an
     agreement for sale of common stock or Common Stock Equivalents, if such
     clause provides for an adjustment to the price per share of common stock
     or, with respect to a Common Stock Equivalent, to the Equivalent Price
     (provided that such price or Equivalent Price is fixed on or before the
     execution date of the agreement) (the "Fixed Price"), in the event that the
     Corporation, during the period beginning on the date of the agreement and
     ending no later than 90 days after the closing date of the issuance
     transaction, sells shares of common stock or Common Stock Equivalent to
     another party at a price or Equivalent Price, as the case may be, below the
     Fixed Price.


                                       17
<PAGE>

     8.3 ESPP Permitted. Notwithstanding the provisions of Sections 8.1 and 8.2,
the Corporation is permitted to grant to employees the right to purchase stock
of the Corporation pursuant to the Corporation's 1994 Employee Stock Purchase
Plan, as amended from time to time, or other "employee stock purchase plan"
approved by the stockholders of the Corporation and intended to qualify under
section 423 of the Internal Revenue Code, at per share purchase prices
determined in accordance with the terms of such plans.

     8.4 Amendments. This Article 8 may only be altered, amended or repealed
upon the affirmative vote of the holders of a majority of the shares of Common
Stock of the Corporation outstanding.


                                       18