---

# Exhibit 3(ii).2

# AMENDED AND RESTATED

# BYLAWS

# OF

# PUGET SOUND ENERGY, INC.

Originally adopted on: March 7, 2003
 Amendments are listed on page i

---

|        | AMENDMENTS          |                  
|------- | ------------------- | -----------------
|Section | Effect of Amendment | Date of Amendment

---

# CONTENTS

SECTION 1.  DEFINITIONS

SECTION 2.  SHAREHOLDERS

|2.1 |  | Annual
Meeting
|--- |  | --------------

|2.2 |  | Special
Meetings
|--- |  | ----------------

|2.3 |  | Meetings
by Communications Equipment
|--- |  | ------------------------------------

|2.4 |  | Date,
Time and Place of Meeting
|--- |  | -------------------------------

|2.5 |  | Notice
of Meeting
|--- |  | -----------------

|2.5.1 |  | Number
of Days' Notice
|----- |  | ----------------------

|2.5.2 |  | Adjourned
Meeting
|----- |  | -----------------

|2.5.3 |  | Type
of Notice
|----- |  | --------------

|2.5.4 |  | Effectiveness
of Notice
|----- |  | -----------------------

|2.6 |  | Business
for Shareholders' Meetings
|--- |  | -----------------------------------

|2.6.1 |  | Business
at Annual Meetings
|----- |  | ---------------------------

|2.6.2 |  | Business
at Special Meetings
|----- |  | ----------------------------

|2.6.3 |  | Notice
to Corporation
|----- |  | ---------------------

|2.7 |  | Waiver
of Notice
|--- |  | ----------------

|2.7.1 |  | By
Delivery of a Record
|----- |  | -----------------------

|2.7.2 |  | Waiver
by Attendance
|----- |  | --------------------

|2.8 |  | Fixing
of Record Date for Determining Shareholders
|--- |  | --------------------------------------------------

|2.9 |  | Voting
Record
|--- |  | -------------

|2.10 |  | Quorum
|---- |  | ------

|2.11 |  | Manner
of Acting
|---- |  | ----------------

|2.12 |  | Proxies
|---- |  | -------

|2.12.1 |  | Written
Authorization
|------ |  | ---------------------

|2.12.2 |  | Recorded
Telephone Call, Voice Mail or Other Electronic Transmission
|------ |  | --------------------------------------------------------------------

|2.12.3 |  | Effectiveness
of Appointment of Proxy
|------ |  | -------------------------------------

|2.12.4 |  | Revocability
of Proxy
|------ |  | ---------------------

|2.12.5 |  | Death
or Incapacity of Shareholder Appointing a Proxy
|------ |  | -----------------------------------------------------

|2.12.6 |  | Acceptance
of Proxy's Vote or Action
|------ |  | ------------------------------------

|2.12.7 |  | Meaning
of Sign or Signature
|------ |  | ----------------------------

|2.13 |  | Voting
of Shares
|---- |  | ----------------

|2.14 |  | Voting
for Directors
|---- |  | --------------------

|2.15 |  | Action
by Shareholders Without a Meeting
|---- |  | ----------------------------------------

SECTION 3.  BOARD OF DIRECTORS

|3.1 |  | General
Powers
|--- |  | --------------

|3.2 |  | Number
and Tenure
|--- |  | -----------------

|3.3 |  | Nomination
and Election
|--- |  | -----------------------

|3.3.1 |  | Nomination
|----- |  | ----------

|3.3.2 |  | Election
|----- |  | --------

|3.4 |  | Chairperson
of the Board
|--- |  | ------------------------

|3.5 |  | Vice
Chairperson
|--- |  | ----------------

|3.6 |  | Lead
Independent Director
|--- |  | -------------------------

|3.7 |  | Regular
Meetings
|--- |  | ----------------

|3.8 |  | Special
Meetings
|--- |  | ----------------

|3.9 |  | Meetings
by Communications Equipment
|--- |  | ------------------------------------

|3.10 |  | Notice
of Special Meetings
|---- |  | --------------------------

|3.10.1 |  | Number
of Days' Notice
|------ |  | ----------------------

|3.10.2 |  | Type
of Notice
|------ |  | --------------

|3.10.3 |  | Effectiveness
of Written Notice
|------ |  | -------------------------------

|3.10.4 |  | Effectiveness
of Oral Notice
|------ |  | ----------------------------

|3.11 |  | Waiver
of Notice
|---- |  | ----------------

|3.11.1 |  | By
Delivery of a Record
|------ |  | -----------------------

|3.11.2 |  | By
Attendance
|------ |  | -------------

|3.12 |  | Quorum
|---- |  | ------

|3.13 |  | Manner
of Acting
|---- |  | ----------------

|3.14 |  | Presumption
of Assent
|---- |  | ---------------------

|3.15 |  | Action
by Board or Committees Without a Meeting
|---- |  | -----------------------------------------------

|3.16 |  | Resignation
|---- |  | -----------

|3.17 |  | Removal
|---- |  | -------

|3.18 |  | Vacancies
|---- |  | ---------

|3.19 |  | Executive
and Other Committees
|---- |  | ------------------------------

|3.19.1 |  | Creation
of Committees
|------ |  | ----------------------

|3.19.2 |  | Authority
of Committees
|------ |  | -----------------------

SECTION 4.  OFFICERS

|4.1 |  | Appointment
and Term
|--- |  | --------------------

|4.2 |  | Resignation
|--- |  | -----------

|4.3 |  | Removal
|--- |  | -------

|4.4 |  | Contract
Rights of Officers
|--- |  | ---------------------------

|4.5 |  | Chief
Executive Officer
|--- |  | -----------------------

|4.6 |  | President
|--- |  | ---------

|4.7 |  | Vice
President
|--- |  | --------------

|4.8 |  | Secretary
|--- |  | ---------

|4.9 |  | Treasurer
|--- |  | ---------

|4.10 |  | Salaries
|---- |  | --------

SECTION 5.  CERTIFICATES FOR SHARES
AND THEIR TRANSFER

|5.1 |  | Issuance
of Shares
|--- |  | ------------------

|5.2 |  | Certificates
for Shares
|--- |  | -----------------------

|5.3 |  | Stock
Records
|--- |  | -------------

|5.4 |  | Transfer
of Shares
|--- |  | ------------------

|5.5 |  | Lost
or Destroyed Certificates
|--- |  | ------------------------------

SECTION 6.  INDEMNIFICATION

|6.1 |  | Right
to Indemnification
|--- |  | ------------------------

|6.2 |  | Restrictions
on Indemnification
|--- |  | -------------------------------

|6.3 |  | Advancement
of Expenses
|--- |  | -----------------------

|6.4 |  | Right
of Indemnitee to Bring Suit
|--- |  | ---------------------------------

|6.5 |  | Procedures
Exclusive
|--- |  | --------------------

|6.6 |  | Nonexclusivity
of Rights
|--- |  | ------------------------

|6.7 |  | Insurance,
Contracts and Funding
|--- |  | --------------------------------

|6.8 |  | Indemnification
of Employees and Agents of the Corporation
|--- |  | ----------------------------------------------------------

|6.9 |  | Persons
Serving Other Entities
|--- |  | ------------------------------

SECTION 7.  AMENDMENTS

---

# AMENDED AND RESTATED

# BYLAWS

# OF

# PUGET SOUND ENERGY, INC.

SECTION 1.  DEFINITIONS

As
used in these Bylaws, the following terms shall have the following meanings:

Articles
of Incorporation means the corporations Articles of Incorporation and all
amendments as filed with the Washington Secretary of State.

Board
means the Board of Directors of the corporation.

Electronic
transmission means an electronic communication not directly involving the physical
transfer of a record in a tangible medium that may be retained, retrieved and reviewed by
the sender and the recipient and that may be directly reproduced in a tangible medium by
the sender and recipient.

Execute,
executes or executed means signed with respect to a written record
or electronically transmitted along with sufficient information to determine the
senders identity with respect to an electronic transmission.

RCW
means the Revised Code of Washington, and RCW 23B means Title 23B of the
Revised Code of Washington (also known as the Washington Business Corporation Act).

Record
means information inscribed on a tangible medium or contained in an electronic
transmission.

Tangible
medium means a writing, copy of a writing or facsimile, or a physical reproduction,
each on paper or on other tangible material.

Washington
Business Corporation Act means the Washington Business Corporation Act of the State
of Washington, as it exists now or may be amended.

Writing
or written means embodied in a tangible medium, and excludes an electronic
transmission.

---

SECTION
2.  SHAREHOLDERS

|2.1 | Annual
Meeting
|--- | --------------

The
annual meeting of the shareholders to elect Directors and transact such other business as
may properly come before the meeting shall be held on a date and time to be determined by
the Board.

|2.2 | Special
Meetings
|--- | ----------------

The
Chairperson of the Board, the Chief Executive Officer or the President may call special
meetings of the shareholders for any purpose.

|2.3 | Meetings
by Communications Equipment
|--- | ------------------------------------

Shareholders
may participate in any meeting of the shareholders by any means of communication by which
all persons participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.

|2.4 | Date,
Time and Place of Meeting
|--- | -------------------------------

Except
as otherwise provided in these Bylaws, all meetings of shareholders, including those held
pursuant to demand by shareholders, shall be held on such date and at such time and place
designated by or at the direction of the Board.

|2.5 | Notice
of Meeting
|--- | -----------------

Written
notice stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called shall be given by or at
the direction of the Board, the Chairperson of the Board, the President or the Secretary
to each shareholder entitled to notice of or to vote at the meeting, as provided below.

|2.5.1 |  | Number
of Days Notice
|----- |  | ----------------------

|(a) |  | Normal
Business.Except as provided in paragraph (b) of this subsection, notice of the
meeting shall be provided not less than 10 nor more than 60 days before the
meeting.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Amendment
to Articles of Incorporation; Merger or Share Exchange; Sale of Assets or
Dissolution.Notice of a meeting held for the purpose of considering an
amendment to the Articles of Incorporation, a plan of merger or share exchange,
the sale, lease, exchange or other disposition of all or substantially all of
the corporations assets other than in the regular course of business or
the dissolution of the corporation shall be given not less than 20 or more than
60 days before such meeting.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|2.5.2 |  | Adjourned
Meeting
|----- |  | -----------------

If
an annual or special shareholders meeting is adjourned to a different date, time and
place, no notice of the new date, time and place is required if they are announced at the
meeting before adjournment. If a new record date for the adjourned meeting is or must be
fixed, notice of the adjourned meeting must be given to shareholders entitled to notice of
or to vote as of the new record date.

|2.5.3 |  | Type
of Notice
|----- |  | --------------

|(a) |  | Notice
Provided in a Tangible Medium.Notice may be provided in a tangible medium and
may be transmitted by mail, private carrier, personal delivery, telegraph,
teletype, telephone or wire or wireless equipment that transmits a facsimile of
the notice. If these forms of notice in a tangible medium are impracticable,
notice in a tangible medium may be transmitted by an advertisement in a
newspaper of general circulation in the area where published.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Notice
Provided in an Electronic Transmission.Notice may be provided in an electronic
transmission and be electronically transmitted.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | Consent
to Receive Notice by Electronic Transmission.Notice to shareholders in an
electronic transmission is effective only with respect to shareholders that
have consented, in the form of a record, to receive electronically transmitted
notices and designated in the consent the address, location or system to which
these notices may be electronically transmitted. Notice provided in an
electronic transmission includes material required or permitted to accompany
the notice by the Washington Business Corporation Act or other applicable
statute or regulation.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Revocation
of Consent to Receive Notice by Electronic Transmission.
          A shareholder that has consented to receipt of electronically transmitted
          notices may revoke the consent by delivering a revocation to the corporation in
          the form of a record. The consent of a shareholder to receive notice by
          electronic transmission is revoked if the corporation is unable to
          electronically transmit two consecutive notices given by the corporation in
          accordance with the consent, and this inability becomes known to the Secretary
          of the corporation, the transfer agent or any other person responsible for
          giving the notice. The inadvertent failure by the corporation to treat this
          inability as a revocation does not invalidate any meeting or other action.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Posting
Notice on an Electronic Network.Notice to shareholders that have consented to
receipt of electronically transmitted notices may be provided by posting the
notice on an electronic network and delivering to the shareholder a separate
record of the posting, together with comprehensible instructions regarding how
to obtain access to the posting on the electronic network.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|2.5.4 |  | Effectiveness
of Notice
|----- |  | -----------------------

|(a) |  | Notice
by Mail.Notice given by mail is effective when deposited in the United States
mail, first-class postage prepaid, properly addressed to the shareholder at the
shareholders address as it appears in the corporations current
record of shareholders.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Notice
by Telegraph, Teletype or Facsimile Equipment.Notice given by telegraph,
teletype or facsimile equipment that transmits a facsimile of the notice is
effective when dispatched to the shareholders address, telephone number
or other number appearing on the records of the corporation.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Notice
by Air Courier.Notice given by air courier is effective when dispatched, if
prepaid and properly addressed to the shareholder at the shareholders
address as it appears in the corporations current record of shareholders.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Notice
by Ground Courier or Other Personal Delivery.Notice given by ground courier or
other personal delivery is effective when received by a shareholder.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) |  | Notice
by Electronic Transmission.Notice provided in an electronic transmission, if
in comprehensible form, is effective when it (i) is electronically
transmitted to an address, location or system designated by the recipient for
that purpose or (ii) has been posted on an electronic network and a
separate record of the posting has been delivered to the recipient together
with comprehensible instructions regarding how to obtain access to the posting
on the electronic network.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | Notice
by Publication.Notice given by publication is effective five days after first
publication.
|--- |  | -------------------------------------------------------------------------------------------------

|2.6 | Business
for Shareholders Meetings
|--- | -----------------------------------

|2.6.1 |  | Business
at Annual Meetings
|----- |  | ---------------------------

In
addition to the election of directors, other proper business may be transacted at an
annual meeting of shareholders, provided that such business is properly brought before
such meeting. To be properly brought before an annual meeting, business must be
(a) brought by or at the direction of the Board or (b) brought before the
meeting by a shareholder pursuant to written notice thereof, in accordance with Section
2.6.3 , and received by the Secretary not less than 90 or more than 120 days prior to the
anniversary date of the prior years annual meeting. Any such shareholder notice
shall set forth (i) the name and address of the shareholder proposing such business;
(ii) a representation that the shareholder is entitled to vote at such meeting and a
statement of the number of shares of the corporation that are beneficially owned by the
shareholder; (iii) a representation that the shareholder intends to appear in person
or by proxy at the meeting to propose such business; and (iv) as to each matter the
Shareholder proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such business at the
meeting, the language of the proposal (if appropriate) and any material interest of the
shareholder in such business. No business shall be conducted at any annual meeting of
shareholders except in accordance with this Section 2.6.1. If the facts warrant, the
Board, or the chairperson of an annual meeting of shareholders, may determine and declare
that (a) that a proposal does not constitute proper business to be transacted at the
meeting or (b) that business was not properly brought before the meeting in
accordance with the provisions of this Section 2.6.1 and, if, in either case, it is so
determined, any such business shall not be transacted. In addition to the procedures set
forth in this Section 2.6.1, shareholders desiring to include a proposal in the
corporations proxy statement must also comply with the requirements set forth in
Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934, as amended, or
any successor provision.

---

|2.6.2 |  | Business
at Special Meetings
|----- |  | ----------------------------

At
any special meeting of the shareholders, only such business as is specified in the notice
of such special meeting given by or at the direction of the person or persons calling such
meeting, in accordance with Section 2.5, shall come before such meeting.

|2.6.3 |  | Notice
to Corporation
|----- |  | ---------------------

Any
written notice required to be delivered by a shareholder to the corporation pursuant to
this Section 2.6 must be given, either by personal delivery or by registered or
certified mail, postage prepaid, to the Secretary at the corporations principal
executive offices in the City of Bellevue, State of Washington.

|2.7 | Waiver
of Notice
|--- | ----------------

|2.7.1 |  | By
Delivery of a Record
|----- |  | -----------------------

Whenever
any notice is required to be given to any shareholder under the provisions of these
Bylaws, the Articles of Incorporation or the Washington Business Corporation Act, a waiver
of notice must be (a) delivered by the shareholder entitled to notice to the
corporation for inclusion in the minutes or filing with the corporate records, and
(b) set forth either in an executed and dated written record or, if the corporation
has designated an address, location or system to which the waiver may be electronically
transmitted and the waiver is electronically transmitted to the designated address,
location or system, in an executed and dated electronically transmitted record, whether
before or after the date and time of the meeting or before or after the action to be taken
by consent is effective, shall be the equivalent of the giving of such notice.

|2.7.2 |  | Waiver
by Attendance
|----- |  | --------------------

Notice
of the time, place and purpose of any meeting will be waived by any shareholder by
attendance in person or by proxy, unless such shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting.

---

|2.8 | Fixing
of Record Date for Determining Shareholders
|--- | --------------------------------------------------

For
the purpose of determining shareholders entitled (a) to notice of or to vote at any
meeting of shareholders or any adjournment thereof, (b) to demand a special meeting,
or (c) to receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board may fix a future date as the record date for
any such determination. Such record date shall be not more than 70 days, and, in case of a
meeting of shareholders, not less than 10 days, prior to the date on which the particular
action requiring such determination is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting, the record
date shall be the day immediately preceding the date on which notice of the meeting is
first given to shareholders. Such a determination shall apply to any adjournment of the
meeting unless the Board fixes a new record date, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original meeting. If
no record date is set for the determination of shareholders entitled to receive payment of
any stock dividend or distribution (other than one involving a purchase, redemption, or
other acquisition of the corporations shares) the record date shall be the date the
Board authorizes the stock dividend or distribution.

|2.9 | Voting
Record
|--- | -------------

At
least 10 days before each meeting of shareholders, an alphabetical list of the
shareholders entitled to notice of such meeting shall be made, arranged by voting group
and by each class or series of shares, with the address of and number of shares held by
each shareholder. This record shall be kept at the principal office of the corporation for
10 days prior to such meeting, and shall be kept open at such meeting, for the inspection
of any shareholder or any shareholders agent or attorney.

|2.10 | Quorum
|---- | ------

A
majority of the votes entitled to be cast on a matter by the holders of shares that,
pursuant to the Articles of Incorporation or the Washington Business Corporation Act, are
entitled to vote and be counted collectively upon such matter, represented in person or by
proxy, shall constitute a quorum of such shares at a meeting of shareholders. If less than
a majority of such votes are represented at a meeting, a majority of the votes so
represented may adjourn the meeting from time to time. Any business may be transacted at a
reconvened meeting that might have been transacted at the meeting as originally called,
provided a quorum is present or represented at such meeting. Once a share is represented
for any purpose at a meeting other than solely to object to holding the meeting or
transacting business, it is deemed present for quorum purposes for the remainder of the
meeting and any adjournment (unless a new record date is or must be set for the adjourned
meeting) notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

---

|2.11 | Manner
of Acting
|---- | ----------------

If
a quorum is present, action on a matter other than the election of Directors shall be
approved if the votes cast in favor of the action by the shares entitled to vote and be
counted collectively upon such matter exceed the votes cast against such action by the
shares entitled to vote and be counted collectively thereon, unless the Articles of
Incorporation or the Washington Business Corporation Act requires a greater number of
affirmative votes.

|2.12 | Proxies
|---- | -------

A
shareholder or the shareholders agent or attorney-in-fact may appoint a proxy to
vote or otherwise act for the shareholder by an executed writing or by a recorded
telephone call, voice mail or other electronic transmission.

|2.12.1 |  | Written
Authorization
|------ |  | ---------------------

Execution
of a writing authorizing another person or persons to act for the shareholder as proxy may
be accomplished by the shareholder or the shareholders authorized officer, director,
employee or agent signing the writing or causing his or her signature to be affixed to the
writing by any reasonable means including, but not limited to, by facsimile signature.

|2.12.2 |  | Recorded
Telephone Call, Voice Mail or Other Electronic Transmission
|------ |  | --------------------------------------------------------------------

Authorizing
another person or persons to act for the shareholder as proxy may be accomplished by
transmitting or authorizing the transmission of a recorded telephone call, voice mail or
other electronic transmission to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like agent duly authorized
by the person who will be the holder of the proxy to receive the transmission, provided
that the transmission must either set forth or be submitted with information, including
any security or validation controls used, from which it can reasonably be determined that
the transmission was authorized by the shareholder. If it is determined that the
transmission is valid, the inspectors of election or, if there are no inspectors, any
officer or agent of the corporation making that determination on behalf of the corporation
shall specify the information upon which they relied. The corporation shall require the
holders of proxies received by transmission to provide to the corporation copies of the
transmission, and the corporation shall retain copies of the transmission for a reasonable
period of time after the election provided that they are retained for at least 60 days.

|2.12.3 |  | Effectiveness
of Appointment of Proxy
|------ |  | -------------------------------------

An
appointment of a proxy is effective when a signed appointment form or telegram, cablegram,
recorded telephone call, voicemail or other transmission of the appointment is received by
the inspectors of election or the officer or agent of the corporation authorized to
tabulate votes. An appointment is valid for 11 months unless a longer period is expressly
provided in the appointment. A proxy with respect to a specified meeting shall entitle its
holder to vote at any reconvened meeting following adjournment of the meeting but shall
not be valid after the final adjournment.

---

|2.12.4 |  | Revocability
of Proxy
|------ |  | ---------------------

An
appointment of a proxy is revocable by the shareholder unless the appointment indicates
that it is irrevocable and the appointment is coupled with an interest. Appointments
coupled with an interest include the appointment of a pledgee, a person who purchased or
agreed to purchase the shares, a creditor of the corporation who extended it credit under
terms requiring the appointment, an employee of the corporation whose employment contract
requires the appointment or a party to a voting agreement created under
RCW 23B.07.310. An appointment made irrevocable is revoked when the interest with
which it is coupled is extinguished. A transferee for value of shares subject to an
irrevocable appointment may revoke the appointment if the transferee did not know of its
existence when the transferee acquired the shares and the existence of the irrevocable
appointment was not noted conspicuously on the certificate representing the shares or on
the information statement for shares without certificates.

|2.12.5 |  | Death
or Incapacity of Shareholder Appointing a Proxy
|------ |  | -----------------------------------------------------

The
death or incapacity of the shareholder appointing a proxy does not affect the right of the
corporation to accept the proxys authority unless notice of the death or incapacity
is received by the officer or agent of the corporation authorized to tabulate votes before
the proxy exercises the proxys authority under the appointment.

|2.12.6 |  | Acceptance
of Proxys Vote or Action
|------ |  | ------------------------------------

Subject
to RCW 23B.07.240 and to any express limitation on the proxys authority stated
in the appointment form or recorded telephone call, voice mail or other electronic
transmission, the corporation is entitled to accept the proxys vote or other action
as that of the shareholder making the appointment.

|2.12.7 |  | Meaning
of Sign or Signature
|------ |  | ----------------------------

For
the purposes of this Section 2.12, sign or signature includes any
manual, facsimile, conformed or electronic signature.

---

|2.13 | Voting
of Shares
|---- | ----------------

Except
as provided in the Articles of Incorporation, each outstanding share entitled to vote with
respect to a matter submitted to a meeting of shareholders shall be entitled to one vote
on such matter.

|2.14 | Voting
for Directors
|---- | --------------------

Each
shareholder entitled to vote at an election of Directors may vote, in person or by proxy,
the number of shares owned by such shareholder for as many persons as there are Directors
to be elected and for whose election such shareholder has a right to vote. Unless
otherwise provided in the Articles of Incorporation, the candidates elected shall be those
receiving the largest number of votes cast, up to the number of Directors to be elected.

|2.15 | Action
by Shareholders Without a Meeting
|---- | ----------------------------------------

Any
action that may or is required to be taken at a meeting of the shareholders may be taken
without a meeting by unanimous consent if one or more written consents setting forth the
action so taken shall be signed by all the shareholders entitled to vote with respect to
the matter. If not otherwise fixed by the Board, the record date for determining
shareholders entitled to take action without a meeting is the date the first shareholder
consent is signed. A shareholder may withdraw a consent only by delivering a written
notice of withdrawal to the corporation prior to the time that consents sufficient to
authorize taking the action have been delivered to the corporation. Every written consent
shall bear the date of signature of each shareholder who signs the consent. A written
consent is not effective to take the action referred to in the consent unless, within 60
days of the earliest dated consent delivered to the corporation, written consents signed
by a sufficient number of shareholders to take action are delivered to the corporation.
Unless the consent specifies a later effective date, actions taken by written consent of
the shareholders are effective when (a) consents sufficient to authorize taking the
action are in possession of the corporation and (b) the period of advance notice
required by the Articles of Incorporation to be given to any nonconsenting or nonvoting
shareholders has been satisfied. Any such consent shall be inserted in the minute book as
if it were the minutes of a meeting of the shareholders.

SECTION 3.  BOARD OF DIRECTORS

|3.1 | General
Powers
|--- | --------------

All
corporate powers shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be managed under the direction of, the Board, except as
may be otherwise provided in these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act.

---

|3.2 | Number
and Tenure
|--- | -----------------

The
Board shall be composed of not less than nine or more than fifteen Directors, the specific
number to be set by resolution of the Board. The number of Directors may be changed from
time to time by amendment to these Bylaws, but no decrease in the number of Directors
shall have the effect of shortening the term of any incumbent Director. Directors shall be
elected and serve in accordance with the Articles of Incorporation.

|3.3 | Nomination
and Election
|--- | -----------------------

|3.3.1 |  | Nomination
|----- |  | ----------

Only
persons who are nominated in accordance with the following procedures shall be eligible
for election as Directors. Nominations for the election of Directors may be made
(a) by or at the direction of the Board or (b) by any shareholder of record
entitled to vote for the election of Directors at such meeting; provided, however, that a
shareholder may nominate persons for election as Directors only if written notice (in
accordance with Section 2.6.3) of such shareholders intention to make such
nominations is received by the Secretary (i) with respect to an election to be held
at an annual meeting of the shareholders, not less than 120 or more than 150 days prior to
the date of such annual meeting established pursuant to Section 2.1 (or if less than 120
days notice or prior public disclosure of the date of the annual meeting is given or
made to the shareholders, not later than the tenth day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure was made)
and (ii) with respect to an election to be held at a special meeting of the
shareholders for the election of Directors, not later than the close of business on the
seventh business day following the date on which notice of such meeting is first given to
shareholders. Any such shareholders notice shall set forth (a) the name and
address of the shareholder who intends to make a nomination; (b) a representation
that the shareholder is entitled to vote at such meeting and a statement of the number of
shares of the corporation that are beneficially owned by the shareholder; (c) a
representation that the shareholder intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (d) as to each person the
shareholder proposes to nominate for election or re-election as a Director, the name and
address of such person and such other information regarding such nominee as would be
required in a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had such nominee been nominated by the Board, and a description of any
arrangements or understandings, between the shareholder and such nominee and any other
persons (including their names), pursuant to which the nomination is to be made; and
(e) the consent of each such nominee to serve as a Director if elected. If the facts
warrant, the Board, or the chairperson of a shareholders meeting at which Directors
are to be elected, shall determine and declare that a nomination was not made in
accordance with the foregoing procedure and, if it so determined, the defective nomination
shall be disregarded. The procedures set forth in this Section 3.3.1 for nomination
for the election of Directors by shareholders are in addition to, and not in limitation
of, any procedures now in effect or hereafter adopted by or at the direction of the Board
or any committee thereof.

---

|3.3.2 |  | Election
|----- |  | --------

Unless
otherwise provided in the Articles of Incorporation, at each election of Directors, the
persons receiving the greatest number of votes, up to the number of Directors to be
elected, shall be the Directors.

|3.4 | Chairperson
of the Board
|--- | ------------------------

If
appointed by the Board, the Chairperson of the Board shall preside over the meetings of
the Board and shareholders unless another member of the Board is appointed or designated
by the Board to preside over such meetings. The Chairperson shall have such duties as may
be prescribed by resolution of the Board, or by policy or guidelines approved by
resolution of the Board and shall perform such other duties commonly incident to his or
her office, except that if there shall be a Chief Executive Officer, the Chairperson of
the Board shall not, unless the Chief Executive Officer is absent or disabled, perform
such duties as are by these Bylaws or by resolution of the Board delegated exclusively to
the Chief Executive Officer. The Chairperson of the Board must be a Director of the
corporation.

|3.5 | Vice
Chairperson
|--- | ----------------

The
Board may appoint a Vice Chairperson of the Board who shall have such duties as may be
prescribed by resolution of the Board, or by policy or guidelines approved by resolution
of the Board. The Vice Chairperson of the Board must be a Director of the corporation.

|3.6 | Lead
Independent Director
|--- | -------------------------

The
Board may appoint a Lead Independent Director who shall have such duties as may be
prescribed by resolution of the Board, or by policy or guidelines approved by resolution
of the Board. The Lead Independent Director must be a Director of the corporation.

|3.7 | Regular
Meetings
|--- | ----------------

By
resolution, the Board, or any committee designated by the Board, may specify the time and
place for holding regular meetings without notice other than such resolution.

|3.8 | Special
Meetings
|--- | ----------------

Special
meetings of the Board or any committee designated by the Board may be called by or at the
request of the Chairperson of the Board, the Chief Executive Officer, the President, the
Secretary or, in the case of special Board meetings, any two Directors and, in the case of
any special meeting of any committee designated by the Board, by its Chairperson. The
person or persons authorized to call special meetings may fix any place for holding any
special Board or committee meeting called by them.

---

|3.9 | Meetings
by Communications Equipment
|--- | ------------------------------------

Members
of the Board or any committee designated by the Board may participate in a meeting of such
Board or committee by, or conduct the meeting through the use of, any means of
communication by which all Directors participating in the meeting can hear each other
during the meeting. Participation by such means shall constitute presence in person at a
meeting.

|3.10 | Notice
of Special Meetings
|---- | --------------------------

Notice
of a special Board or committee meeting stating the place, day and hour of the meeting
shall be given to a Director in the form of a record or orally, as provided below. Neither
the business to be transacted at nor the purpose of any special meeting need be specified
in the notice of such meeting.

|3.10.1 |  | Number
of Days Notice
|------ |  | ----------------------

Notice
of the meeting shall be given at least two days before the meeting.

|3.10.2 |  | Type
of Notice
|------ |  | --------------

|(a) |  | Oral
Notice.Oral notice may be communicated in person, by telephone, wire or
wireless equipment that does not transmit a facsimile of the notice, or by any
electronic means that does not create a record.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Notice
Provided in a Tangible Medium.Notice may be provided in a tangible medium and
may be transmitted by mail, private carrier, personal delivery, telegraph,
teletype, telephone or wire or wireless equipment that transmits a facsimile of
the notice.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Notice
Provided in an Electronic Transmission.Notice may be provided in an electronic
transmission and be electronically transmitted.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | Consent
to Receive Notice by Electronic Transmission.Notice to Directors in an
electronic transmission is effective only with respect to Directors who have
consented, in the form of a record, to receive electronically transmitted
notices and designated in the consent the address, location or system to which
these notices may be electronically transmitted. Notice provided in an
electronic transmission includes material required or permitted to accompany
the notice by the Washington Business Corporation Act or other applicable
statute or regulation.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Revocation
of Consent to Receive Notice by Electronic Transmission. A Director who has
consented to receipt of electronically transmitted notices may revoke the consent by
delivering a revocation to the corporation in the form of a record. The consent of a
Director to receive notice by electronic transmission is revoked if the corporation is
unable to electronically transmit two consecutive notices given by the corporation in
accordance with the consent, and this inability becomes known to the Secretary of the
corporation or any other person responsible for giving the notice. The inadvertent
failure by the corporation to treat this inability as a revocation does not invalidate
any meeting or other action.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|(3) |  | Posting
Notice on an Electronic Network.Notice to Directors who have consented to
receipt of electronically transmitted notices may be provided by posting the
notice on an electronic network and delivering to the Director a separate
record of the posting, together with comprehensible instructions regarding how
to obtain access to the posting on the electronic network.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.10.3 |  | Effectiveness
of Written Notice
|------ |  | -------------------------------

|(a) |  | Notice
by Mail.Notice given by mail is effective five days after its deposit in the
United States mail, as evidenced by the postmark, if mailed with first-class
postage prepaid and correctly addressed to the Director at his or her address
shown on the records of the corporation.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Notice
by Registered or Certified Mail.Notice is effective on the date shown on the
return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Notice
by Telegraph, Teletype or Facsimile Equipment.Notice sent to the Directors
address, telephone number or other number appearing on the records of the
corporation is effective when dispatched by telegraph, teletype or wire or
wireless equipment that transmits a facsimile of the notice.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Notice
by Private Carrier.Notice given by private carrier is effective when received
by the Director.
|--- |  | -----------------------------------------------------------------------------------------------------

|(e) |  | Personal
Notice.Notice given by personal delivery is effective when received by the
Director.
|--- |  | ---------------------------------------------------------------------------------------------

|(f) |  | Notice
by Electronic Transmission.Notice provided by electronic transmission, if in
comprehensible form, is effective when it (i) is electronically
transmitted to an address, location or system designated by the recipient for
that purpose or (ii) has been posted on an electronic network and a
separate record of the posting has been delivered to the recipient together
with comprehensible instructions regarding how to obtain access to the posting
on the electronic network.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.10.4 |  | Effectiveness
of Oral Notice
|------ |  | ----------------------------

|(a) |  | Notice
in Person or by Telephone.Oral notice is effective when received by the
Director.
|--- |  | ----------------------------------------------------------------------------------------

---

|(b) |  | Notice
by Wire or Wireless Equipment.Notice given by wire or wireless equipment that
does not transmit a facsimile of the notice or by any electronic means that
does not create a record is effective when communicated to the Director.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.11 | Waiver
of Notice
|---- | ----------------

|3.11.1 |  | By
Delivery of a Record
|------ |  | -----------------------

A
Director may waive any notice required to be given to any Director under the provisions of
these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act,
before or after the date and time stated in the notice and the waiver shall be equivalent
to the giving of notice. The waiver must be delivered by the Director entitled to the
notice to the corporation for inclusion in the minutes or filing with the corporate
records. The waiver shall be set forth either in an executed written record or, if the
corporation has designated an address, location or system to which the waiver may be
electronically transmitted and the waiver has been electronically transmitted to the
designated address, location or system, in an executed electronically transmitted record.
Neither the business to be transacted at nor the purpose of any regular or special meeting
of the Board or any committee designated by the Board need be specified in the waiver of
notice of the meeting.

|3.11.2 |  | By
Attendance
|------ |  | -------------

A
Directors attendance at or participation in a Board or committee meeting shall
constitute a waiver of notice of such meeting, unless the Director at the beginning of the
meeting, or promptly upon his or her arrival, objects to holding the meeting or
transacting business at such meeting and does not thereafter vote for or assent to action
taken at the meeting.

|3.12 | Quorum
|---- | ------

One-third
of the number of Directors fixed by or in the manner provided in these Bylaws shall
constitute a quorum for the transaction of business at any Board meeting but, if less than
one-third are present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice. A majority of the number of Directors
composing any committee of the Board, as established and fixed by resolution of the Board,
shall constitute a quorum for the transaction of business at any meeting of such committee
but, if less than a majority are present at a meeting, a majority of such Directors
present may adjourn the committee meeting from time to time without further notice.

|3.13 | Manner
of Acting
|---- | ----------------

If
a quorum is present when the vote is taken, the act of the majority of the Directors
present at a Board or committee meeting shall be the act of the Board or such committee,
unless the vote of a greater number is required by these Bylaws, the Articles of
Incorporation or the Washington Business Corporation Act.

---

|3.14 | Presumption
of Assent
|---- | ---------------------

A
Director of the corporation who is present at a Board or committee meeting at which any
action is taken shall be deemed to have assented to the action taken unless (a) the
Director objects at the beginning of the meeting, or promptly upon the Directors
arrival, to holding the meeting or transacting any business at such meeting, (b) the
Directors dissent or abstention from the action taken is entered in the minutes of
the meeting, or (c) the Director delivers written notice of the Directors
dissent or abstention to the presiding officer of the meeting before its adjournment or to
the corporation within a reasonable time after adjournment of the meeting. The right of
dissent or abstention is not available to a Director who votes in favor of the action
taken.

|3.15 | Action
by Board or Committees Without a Meeting
|---- | -----------------------------------------------

Any
action that could be taken at a meeting of the Board or of any committee created by the
Board may be taken without a meeting if one or more written consents setting forth the
action so taken are executed by each of the Directors or by each committee member either
before or after the action is taken and delivered to the corporation, each of which shall
be set forth in an executed written record or, if the corporation has designated an
address, location or system to which consent may be electronically transmitted and the
consent is electronically transmitted to the designated address, location or system in an
executed electronically transmitted record. Action taken by consent of Directors without a
meeting is effective when the last Director executes the consent, unless the consent
specifies a later effective date. Any such consent shall be inserted in the minute book as
if it were the minutes of a Board or a committee meeting.

|3.16 | Resignation
|---- | -----------

Any
Director may resign from the Board or any committee of the Board at any time by delivering
either oral tender of resignation at any meeting of the Board or any committee or an
executed notice to the Chairperson of the Board, the President, the Secretary or the
Board. Any such resignation is effective upon delivery thereof unless the notice of
resignation specifies a later effective date and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

|3.17 | Removal
|---- | -------

At
a meeting of shareholders called expressly for that purpose, one or more members of the
Board, including the entire Board, may be removed for cause only by the holders of the
shares entitled to elect the Director or Directors whose removal is sought if the number
of votes cast to remove the Director exceeds the number of votes cast not to remove the
Director.

---

|3.18 | Vacancies
|---- | ---------

Unless
the Articles of Incorporation provide otherwise, any vacancy occurring on the Board may be
filled by the shareholders, the Board or, if the Directors in office constitute fewer than
a quorum, by the affirmative vote of a majority of the remaining Directors. Any vacant
office to be held by a Director elected by the holders of one or more classes or series of
shares entitled to vote and be counted collectively thereon shall be filled only by the
vote of the holders of such class or series of shares. A Director elected to fill a
vacancy shall serve only until the next election of Directors by the shareholders.

|3.19 | Executive
and Other Committees
|---- | ------------------------------

|3.19.1 |  | Creation
of Committees
|------ |  | ----------------------

The
Board, by resolution adopted by the greater of a majority of the Directors then in office
and the number of Directors required to take action in accordance with these Bylaws, may
create standing or temporary committees, including an Executive Committee, and appoint
members from its own number and invest such committees with such powers as it may see fit,
subject to such conditions as may be prescribed by the Board, the Articles of
Incorporation, these Bylaws and applicable law. Each committee must have two or more
members, who shall serve at the pleasure of the Board.

|3.19.2 |  | Authority
of Committees
|------ |  | -----------------------

Each
committee shall have and may exercise all of the authority of the Board to the extent
provided in the resolution of the Board creating the committee and any subsequent
resolutions adopted in like manner, except that no such committee shall have the authority
to: (a) authorize or approve a distribution except according to a general formula or
method prescribed by the Board, (b) approve or propose to shareholders actions or
proposals required by the Washington Business Corporation Act to be approved by
shareholders, (c) fill vacancies on the Board or any committee thereof,
(d) amend the Articles of Incorporation pursuant to RCW 23B.10.020, (e) adopt,
amend or repeal Bylaws, (f) approve a plan of merger not requiring shareholder
approval, or (g) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and limitations of a
class or series of shares except that the Board may authorize a committee or a senior
executive officer of the corporation to do so within limits specifically prescribed by the
Board.

SECTION 4.  OFFICERS

|4.1 | Appointment
and Term
|--- | --------------------

The
officers of the corporation shall be those officers appointed from time to time by the
Board or by any other officer empowered to do so. The Board shall have sole power and
authority to appoint executive officers. As used herein, the term executive
officer shall mean the President, any Vice President in charge of a principal
business unit, division or function or any other officer who performs a policy-making
function. The Board or the President may appoint such other officers and assistant
officers to hold office for such period, have such authority and perform such duties as
may be prescribed. The Board may delegate to any other officer the power to appoint any
subordinate officers and to prescribe their respective terms of office, authority and
duties. Any two or more offices may be held by the same person. Unless an officer dies,
resigns or is removed from office, he or she shall hold office until his or her successor
is appointed.

|4.2 | Resignation
|--- | -----------

Any
officer may resign at any time by delivering executed notice to the corporation. Any such
resignation is effective upon delivery, unless the notice of resignation specifies a later
effective date, and, unless otherwise specified, the acceptance of such resignation shall
not be necessary to make it effective.

|4.3 | Removal
|--- | -------

Any
officer may be removed by the Board at any time, with or without cause. An officer or
assistant officer, if appointed by another officer, may be removed by any officer
authorized to appoint officers or assistant officers.

|4.4 | Contract
Rights of Officers
|--- | ---------------------------

The
appointment of an officer does not itself create contract rights.

|4.5 | Chief
Executive Officer
|--- | -----------------------

If
appointed, the Chief Executive Officer shall, if also a Director of the corporation,
preside at all meetings of the Board and shareholders in the absence of the Chairperson of
the Board unless another member of the Board is appointed or designated by the Board to
preside over such meetings. The Chief Executive Officer shall, subject to the control of
the Board, supervise and control all the assets, business and affairs of the corporation
and shall have such other powers as the Board shall by resolution from time to time
prescribe. The Chief Executive Officer need not be a Director of the corporation.

|4.6 | President
|--- | ---------

If
appointed, the President shall perform the duties commonly incident to his or her office,
except that if there shall be a Chairperson of the Board or a Chief Executive Officer the
President shall not, unless the Chairperson of the Board and the Chief Executive Officer
are absent or disabled, perform such duties as are by these Bylaws or by resolution of the
Board delegated exclusively to the Chairperson of the Board or the Chief Executive
Officer, as the case may be. The President shall perform such other duties as are
prescribed by the Board from time to time. The President need not be a Director of the
corporation.

---

|4.7 | Vice
President
|--- | --------------

In
the event of the death or disability of the President or his or her inability to act, any
Vice President shall perform the duties and have the powers of the President, except as
may be limited by resolution of the Board, with all the powers of and subject to all the
restrictions on the President. Vice Presidents shall perform such other duties as from
time to time may be assigned to them by or at the direction of the Board.

|4.8 | Secretary
|--- | ---------

If
appointed, the Secretary shall be responsible for preparation of minutes of the meetings
of the Board and shareholders, maintenance of the corporation records and stock registers,
and authentication of the corporations records and shall in general perform all
duties incident to the office of Secretary and such other duties as from time to time may
be assigned to him or her by or at the direction of the Board. In the absence of the
Secretary, an Assistant Secretary may perform the duties of the Secretary.

|4.9 | Treasurer
|--- | ---------

If
appointed, the Treasurer shall have charge and custody of and be responsible for all funds
and securities of the corporation, receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in the name of the
corporation in banks, trust companies or other depositories selected in accordance with
the provisions of these Bylaws, and in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned to him or
her by or at the direction of the Board. In the absence of the Treasurer, an Assistant
Treasurer may perform the duties of the Treasurer. The Treasurer shall be the chief
financial and accounting officer of the corporation unless the Board shall have designated
a Vice President or Controller to serve as principal financial or accounting officer. If
required by the Board, the Treasurer or any Assistant Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or sureties as
the Board shall determine.

|4.10 | Salaries
|---- | --------

The
salaries of the officers shall be fixed from time to time by the Board or by any person or
persons to whom the Board has delegated such authority. No officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a Director of the
corporation.

---

# SECTION 5.
 CERTIFICATES FOR SHARES AND THEIR TRANSFER

|5.1 | Issuance
of Shares
|--- | ------------------

No
shares of the corporation shall be issued unless authorized by the Board, or by a
committee designated by the Board to the extent such committee is empowered to do so.

|5.2 | Certificates
for Shares
|--- | -----------------------

Certificates
representing shares of the corporation shall be signed, either manually or in facsimile,
by the President or any Vice President and by the Treasurer or any Assistant Treasurer or
the Secretary or any Assistant Secretary and shall include on their face written notice of
any restrictions that may be imposed on the transferability of such shares. All
certificates shall be consecutively numbered or otherwise identified.

|5.3 | Stock
Records
|--- | -------------

The
stock transfer books shall be kept at the principal office of the corporation or at the
office of the corporations transfer agent or registrar. The name and address of each
person to whom certificates for shares are issued, together with the class and number of
shares represented by each such certificate and the date of issue thereof, shall be
entered on the stock transfer books of the corporation. The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.

|5.4 | Transfer
of Shares
|--- | ------------------

The
transfer of shares of the corporation shall be made only on the stock transfer books of
the corporation pursuant to authorization or document of transfer made by the holder of
record thereof or by his or her legal representative, who shall furnish proper evidence of
authority to transfer, or by his or her attorney-in-fact authorized by power of attorney
duly executed and filed with the Secretary of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

|5.5 | Lost
or Destroyed Certificates
|--- | ------------------------------

In
the case of a lost, destroyed or damaged certificate, a new certificate may be issued in
its place upon such terms and indemnity to the corporation as the Board may prescribe.

---

SECTION
6.  INDEMNIFICATION

|6.1 | Right
to Indemnification
|--- | ------------------------

Each
person who was, is or is threatened to be made a party to or is otherwise involved
(including, without limitation, as a witness) in any threatened, pending or completed
action, suit, claim or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (hereafter a proceeding ), by
reason of the fact that he or she is or was a Director, officer, employee or agent of the
corporation or, that being or having been such a Director or officer or an employee or an
agent of the corporation, he or she is or was serving at the request of the corporation as
a Director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise (hereafter an
indemnitee), whether the basis of a proceeding is alleged action in an
official capacity or in any other capacity while serving as such a Director, officer,
partner, trustee, employee or agent shall be indemnified and held harmless by the
corporation against all losses, claims, damages (compensatory, exemplary, punitive or
otherwise), liabilities and expenses (including attorneys fees, costs, judgments,
fines, ERISA excise taxes or penalties, amounts to be paid in settlement and any other
expenses) actually and reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has ceased to be
a Director or officer of the corporation or a Director, officer partner, trustee, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise and shall inure to the benefit of the indemnitees heirs,
executors and administrators. Except as provided in Section 6.4 with respect to
proceedings seeking to enforce rights to indemnification, the corporation shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if a proceeding (or part thereof) was authorized or ratified by the Board.
The right to indemnification conferred in this Section 6.1 shall be a contract right.

|6.2 | Restrictions
on Indemnification
|--- | -------------------------------

No
indemnification shall be provided to any such indemnitee for acts or omissions of the
indemnitee finally adjudged to be intentional misconduct or a knowing violation of law,
for conduct of the indemnitee finally adjudged to be in violation of
Section 23B.08.310 of the Washington Business Corporation Act, for any transaction
with respect to which it was finally adjudged that such indemnitee personally received a
benefit in money, property or services to which the indemnitee was not legally entitled or
if the corporation is otherwise prohibited by applicable law from paying such
indemnification. Notwithstanding the foregoing, if Section 23B.08.560 or any successor
provision of the Washington Business Corporation Act is hereafter amended, the
restrictions on indemnification set forth in this Section 6.2 shall be as set forth in
such amended statutory provision.

|6.3 | Advancement
of Expenses
|--- | -----------------------

The
right to indemnification conferred in Section 6.1 shall include the right to be paid by
the corporation the expenses incurred in defending any proceeding in advance of its final
disposition (hereinafter an advancement of expenses). An advancement of
expenses shall be made upon delivery to the corporation of an undertaking (hereinafter an
undertaking), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from which there
is no further right to appeal that such indemnitee is not entitled to be indemnified.

---

|6.4 | Right
of Indemnitee to Bring Suit
|--- | ---------------------------------

If
a claim under Section 6.1 or 6.3 is not paid in full by the corporation within 60
days after a written claim has been received by the corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall be 20
days, the indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim. If successful in whole or in part, in any such
suit or in a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of litigating such suit. The indemnitee shall be presumed to be entitled to
indemnification under this Section 6 upon submission of a written claim (and, in an action
brought to enforce a claim for an advancement of expenses, when the required undertaking
has been tendered to the corporation) and thereafter the corporation shall have the burden
of proof to overcome the presumption that the indemnitee is so entitled.

|6.5 | Procedures
Exclusive
|--- | --------------------

Pursuant
to Section 23B.08.560(2) or any successor provision of the Washington Business Corporation
Act, the procedures for indemnification and the advancement of expenses set forth in this
Section 6 are in lieu of the procedures required by Section 23B.08.550 or any successor
provision of the Washington Business Corporation Act.

|6.6 | Nonexclusivity
of Rights
|--- | ------------------------

Except
as set forth in Section 6.5, the right to indemnification and the advancement of expenses
conferred in this Section 6 shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the Articles of Incorporation or
Bylaws of the corporation, general or specific action of the Board or shareholders,
contract or otherwise.

|6.7 | Insurance,
Contracts and Funding
|--- | --------------------------------

The
corporation may maintain insurance, at its expense, to protect itself and any Director,
officer, partner, trustee, employee or agent of the corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise against any
expense, liability or loss, whether or not the corporation would have the authority or
right to indemnify such person against such expense, liability or loss under the
Washington Business Corporation Act or other law. The corporation may enter into contracts
with any Director, officer, partner, trustee, employee or agent of the corporation in
furtherance of the provisions of this Section 6 and may create a trust fund, grant a
security interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect indemnification as
provided in this Section 6.

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|6.8 | Indemnification
of Employees and Agents of the Corporation
|--- | ----------------------------------------------------------

In
addition to the rights of indemnification set forth in Section 6.1, the corporation may,
by action of the Board, grant rights to indemnification and advancement of expenses to
employees and agents or any class or group of employees and agents of the corporation
(a) with the same scope and effect as the provisions of this Section 6 with respect
to indemnification and the advancement of expenses of Directors and officers of the
corporation; (b) pursuant to rights granted or provided by the Washington Business
Corporation Act; or (c) as are otherwise consistent with law.

|6.9 | Persons
Serving Other Entities
|--- | ------------------------------

Any
person who, while a Director, officer or employee of the corporation, is or was serving
(a) as a Director, officer, employee or agent of another corporation of which a
majority of the shares entitled to vote in the election of its directors are held by the
corporation or (b) as a partner, trustee or otherwise in an executive or management
capacity in a partnership, joint venture, trust, employee benefit plan or other enterprise
of which the corporation or a majority owned subsidiary of the corporation is a general
partner or has a majority ownership shall conclusively be deemed to be so serving at the
request of the corporation and entitled to indemnification and the advancement of expenses
under Sections 6.1 and 6.3, respectively.

SECTION 7.  AMENDMENTS

These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board,
except that the Board may not repeal or amend any Bylaw that the shareholders have
expressly provided, in amending or repealing such Bylaw, may not be amended or repealed by
the Board. The shareholders may also alter, amend and repeal these Bylaws or adopt new
Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the
shareholders.