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                                                                     Exhibit 4.2

                                   BYLAWS OF
                          MINDSPEED TECHNOLOGIES, INC.

                                   ARTICLE I.

                                    OFFICES

            SECTION 1. REGISTERED OFFICE IN DELAWARE; RESIDENT AGENT. The
address of the Corporation's registered office in the State of Delaware and the
name and address of its resident agent in charge thereof are as filed with the
Secretary of State of the State of Delaware.

            SECTION 2. OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places either within or without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation requires.

                                  ARTICLE II.

                           MEETINGS OF SHAREHOLDERS

            SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders of
the Corporation shall be held at such place, within or without the State of
Delaware, as may from time to time be designated by resolution passed by the
Board of Directors. The Board of Directors may, in its sole discretion,
determine that the meetings shall not be held at any place, but may instead be
held solely by means of remote communication.

            SECTION 2. ANNUAL MEETING. An annual meeting of the shareholders for
the election of directors and for the transaction of such other proper business,
notice of which was given in the notice of meeting, shall be held on a date and
at a time as may from time to time be designated by resolution passed by the
Board of Directors.

            SECTION 3. SPECIAL MEETINGS. A special meeting of the shareholders
for any purpose or purposes shall be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the whole Board.

            SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by law,
written notice of each meeting of the shareholders, whether annual or special,
shall be mailed, postage prepaid, or sent by electronic transmission, not less
than ten nor more than sixty days before the date of the meeting, to each
shareholder entitled
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to vote at such meeting, at the shareholder's address as it appears on the
records of the Corporation. Every such notice shall state the place, date and
hour of the meeting, the means of remote communications, if any, by which
shareholders and proxy holders may be deemed to be present in person or by proxy
and vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Notice of any adjourned meeting of the
shareholders shall not be required to be given, except when expressly required
by law.

            SECTION 5. LIST OF SHAREHOLDERS. The Secretary shall, from
information obtained from the transfer agent, prepare and make, at least ten
days before every meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each shareholder and the number of shares registered in the name of
each shareholder. Such list shall be open to the examination of any shareholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting: (a) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (b) during ordinary
business hours, at the principal place of business of the Corporation. In the
event that the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to shareholders of the Corporation. If the
meeting is to be held at a specified place, then the list shall be produced and
kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any shareholder who is present. If the meeting is to be held
solely by means of remote communication, then the list shall also be open to the
examination of any shareholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
the list shall be provided with the notice of the meeting. The stock ledger
shall be the only evidence as to who are the shareholders entitled to examine
the stock ledger, the list referred to in this section or the books of the
Corporation, or to vote in person or by proxy at any meeting of shareholders.

            SECTION 6. QUORUM. At each meeting of the shareholders, the holders
of a majority of the issued and outstanding stock of the Corporation present
either in person or by proxy shall constitute a quorum for the transaction of
business except where otherwise provided by law or by the Certificate of
Incorporation or by these bylaws for a specified action. Except as otherwise
provided by law, in the absence of a quorum, a majority in interest of the
shareholders of the Corporation present in person or by proxy and entitled to
vote shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until shareholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum may be present, any


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business may be transacted which might have been transacted at a meeting as
originally called, and only those shareholders entitled to vote at the meeting
as originally called shall be entitled to vote at any adjournment or
adjournments thereof. The absence from any meeting of the number of shareholders
required by law or by the Certificate of Incorporation or by these bylaws for
action upon any given matter shall not prevent action at such meeting upon any
other matter or matters which may properly come before the meeting, if the
number of shareholders required in respect of such other matter or matters shall
be present.

            SECTION 7. ORGANIZATION. At every meeting of the shareholders the
Chief Executive Officer, or in the absence of the Chief Executive Officer, a
director or an officer of the Corporation designated by the Board, shall act as
Chairman of the meeting. The Secretary, or, in the Secretary's absence, an
Assistant Secretary, shall act as Secretary at all meetings of the shareholders.
In the absence from any such meeting of the Secretary and the Assistant
Secretaries, the Chairman may appoint any person to act as Secretary of the
meeting.

            SECTION 8. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.

            (A) Annual Meetings of Shareholders. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the shareholders may be made at an annual meeting
of shareholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any shareholder of the
Corporation who was a shareholder of record at the time of giving of notice
provided for in this bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this bylaw.

                  (2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c) of paragraph
(A)(1) of this bylaw, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
90th day nor earlier than the close of business on the 120th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the case of the annual meeting to be held in 2004 or in the event that
the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date


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of such meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that 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 and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such shareholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner.

                  (3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this bylaw shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

            (B) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
Corporation who is a shareholder of record at the time of giving of notice
provided for in this bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this bylaw. In the event the


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Corporation calls a special meeting of shareholders for the purpose of electing
one or more directors to the Board of Directors, any shareholder who shall be
entitled to vote at the meeting may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the shareholder's notice required by paragraph (A)(2) of
this bylaw shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business on
the later of the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
shareholder's notice as described above.

            (C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this bylaw shall be eligible to serve as
directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this bylaw. Except as otherwise provided by law, the Certificate of
Incorporation or these bylaws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this bylaw and, if any proposed
nomination or business is not in compliance with this bylaw, to declare that
such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this bylaw, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this bylaw, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this bylaw. Nothing in this bylaw shall be deemed to affect any rights
(i) of shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

            SECTION 9. BUSINESS AND ORDER OF BUSINESS. At each meeting of the
shareholders such business may be transacted as may properly be brought before


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such meeting, except as otherwise provided by law or in these bylaws. The order
of business at all meetings of the shareholders shall be as determined by the
Chairman of the meeting, unless otherwise determined by a majority in interest
of the shareholders present in person or by proxy at such meeting and entitled
to vote thereat.

            SECTION 10. VOTING. Except as otherwise provided by law, the
Certificate of Incorporation or these bylaws, each shareholder shall at every
meeting of the shareholders be entitled to one vote for each share of stock held
by such shareholder. Any vote on stock may be given by the shareholder entitled
thereto in person or by proxy appointed by an instrument in writing, subscribed
(or transmitted by electronic means and authenticated as provided by law) by
such shareholder or by the shareholder's attorney thereunto authorized, and
delivered to the Secretary; provided, however, that no proxy shall be voted
after three years from its date unless the proxy provides for a longer period.
Except as otherwise provided by law, the Certificate of Incorporation or these
bylaws, at all meetings of the shareholders, all matters shall be decided by the
vote (which need not be by ballot) of a majority in interest of the shareholders
present in person or by proxy and entitled to vote thereat, a quorum being
present.

            SECTION 11. PARTICIPATION AT MEETINGS HELD BY REMOTE COMMUNICATION.
If authorized by the Board of Directors in its sole discretion, and subject to
such guidelines and procedures as the Board of Directors may adopt, shareholders
and proxy holders not physically present at a meeting of shareholders may, by
means of remote communication: (A) participate in a meeting of shareholders; and
(B) be deemed present in person and vote at a meeting of shareholders whether
such meeting is to be held at a designated place or solely by means of remote
communication.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

            SECTION 1. GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by or under the direction of its Board of
Directors.

            SECTION 2. NUMBER, QUALIFICATIONS, AND TERM OF OFFICE. Subject to
the rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, the number of directors of the
Corporation shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the whole Board. A
director need not be a shareholder.


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            The directors, other than those who may be elected by the holders of
any series of Preferred Stock or any other series or class of stock, as provided
herein or in any Preferred Stock Designation (as defined in the Certificate of
Incorporation), shall be divided into three classes, as nearly equal in number
as possible. One class of directors shall be initially elected for a term
expiring at the annual meeting of shareholders to be held in 2004, another class
shall be initially elected for a term expiring at the annual meeting of
shareholders to be held in 2005, and another class shall be initially elected
for a term expiring at the annual meeting of shareholders to be held in 2006.
Members of each class shall hold office until their successors are elected and
shall have qualified. At each annual meeting of the shareholders of the
Corporation, commencing with the 2004 annual meeting, the successors of the
class of directors whose term expires at that meeting shall be elected by a
plurality vote of all votes cast for the election of directors at such meeting
to hold office for a term expiring at the annual meeting of shareholders held in
the third year following the year of their election.

            SECTION 3. ELECTION OF DIRECTORS. At each meeting of the
shareholders for the election of directors, at which a quorum is present, the
directors shall be elected by a plurality vote of all votes cast for the
election of directors at such meeting.

            SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Board of
Directors may elect from among its members one director to serve at its pleasure
as Chairman of the Board.

            SECTION 5. QUORUM AND MANNER OF ACTING. A majority of the members of
the Board of Directors shall constitute a quorum for the transaction of business
at any meeting, and the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors
unless otherwise provided by law, the Certificate of Incorporation or these
bylaws. In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum shall be obtained. Notice
of any adjourned meeting need not be given. The directors shall act only as a
board and the individual directors shall have no power as such.

            SECTION 6. PLACE OF MEETINGS. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.

            SECTION 7. FIRST MEETING. Promptly after each annual election of
directors, the Board of Directors shall meet for the purpose of organization,
the


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election of officers and the transaction of other business, at the same place as
that at which the annual meeting of shareholders was held or as otherwise
determined by the Board. Notice of such meeting need not be given. Such meeting
may be held at any other time or place which shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.

            SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall from
time to time determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting which
would otherwise be held on that day shall be held at the same hour on the next
succeeding business day not a legal holiday. Notice of regular meetings need not
be given.

            SECTION 9. SPECIAL MEETINGS; NOTICE. Special meetings of the Board
of Directors shall be held whenever called by the Chairman of the Board or the
Chief Executive Officer and shall be called by the Chairman of the Board, the
Chief Executive Officer or the Secretary of the Corporation at the written
request of three directors. Notice of each such meeting stating the time and
place of the meeting shall be given to each director by mail, telephone, other
electronic transmission or personally. If by mail, such notice shall be given
not less than five days before the meeting; and if by telephone, other
electronic transmission or personally, not less than two days before the
meeting. A notice mailed at least two weeks before the meeting need not state
the purpose thereof except as otherwise provided in these bylaws. In all other
cases the notice shall state the principal purpose or purposes of the meeting.
Notice of any meeting of the Board need not be given to a director, however, if
waived by the director in writing before or after such meeting or if the
director shall be present at the meeting, except when the director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

            SECTION 10. ORGANIZATION. At each meeting of the Board of Directors,
the Chairman of the Board, or, in the absence of the Chairman of the Board, the
Chief Executive Officer, or, in his or her absence, a director or an officer of
the Corporation designated by the Board shall act as Chairman of the meeting.
The Secretary, or, in the Secretary's absence, any person appointed by the
Chairman of the meeting, shall act as Secretary of the meeting.

            SECTION 11. ORDER OF BUSINESS. At all meetings of the Board of
Directors, business shall be transacted in the order determined by the Board.

            SECTION 12. RESIGNATIONS. Any director of the Corporation may resign
at any time by giving written notice to the Chairman of the Board, the Chief


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Executive Officer or the Secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

            SECTION 13. COMPENSATION. Each director shall be paid such
compensation, if any, as shall be fixed by the Board of Directors.

            SECTION 14. INDEMNIFICATION. (A) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation or any of its
majority-owned subsidiaries or is or was serving at the request of the
Corporation as a director, officer, employee or agent (except in each of the
foregoing situations to the extent any agreement, arrangement or understanding
of agency contains provisions that supersede or abrogate indemnification under
this section) of another corporation or of any partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

            (B) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation or any of its majority-owned subsidiaries,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent (except in each of the foregoing situations to the extent any
agreement, arrangement or understanding of agency contains provisions that
supersede or abrogate indemnification under this section) of another corporation
or of any partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement


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of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of Delaware
or such other court shall deem proper.

            (C) To the extent that a director, officer, employee or agent of the
Corporation or any of its majority-owned subsidiaries has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subsections (A) and (B), or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by or on behalf of such person in connection
therewith. If any such person is not wholly successful in any such action, suit
or proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters therein, the Corporation shall
indemnify such person against all expenses (including attorneys' fees) actually
and reasonably incurred by or on behalf of such person in connection with each
claim, issue or matter that is successfully resolved. For purposes of this
subsection and without limitation, the termination of any claim, issue or matter
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.

            (D) Notwithstanding any other provision of this section, to the
extent any person is a witness in, but not a party to, any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Corporation or any of its majority-owned subsidiaries, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
(except in each of the foregoing situations to the extent any agreement,
arrangement or understanding of agency contains provisions that supersede or
abrogate indemnification under this section) of another corporation or of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
such person shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by or on behalf of such person in
connection therewith.

            (E) Indemnification under subsections (A) and (B) shall be made only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
such person has met the applicable standard of conduct set forth in subsections
(A) and


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(B). Such determination shall be made (1) if a Change of Control (as hereinafter
defined) shall not have occurred, (a) with respect to a person who is a present
or former director or officer of the Corporation, (i) by the Board of Directors
by a majority vote of the Disinterested Directors (as hereinafter defined), even
though less than a quorum, or (ii) if there are no Disinterested Directors or,
even if there are Disinterested Directors, a majority of such Disinterested
Directors so directs, by (x) Independent Counsel (as hereinafter defined) in a
written opinion to the Board of Directors, a copy of which shall be delivered to
the claimant, or (y) the shareholders of the Corporation; or (b) with respect to
a person who is not a present or former director or officer of the Corporation,
by the chief executive officer of the Corporation or by such other officer of
the Corporation as shall be designated from time to time by the Board of
Directors; or (2) if a Change of Control shall have occurred, by Independent
Counsel selected by the claimant in a written opinion to the Board of Directors,
a copy of which shall be delivered to the claimant, unless the claimant shall
request that such determination be made by or at the direction of the Board of
Directors (in the case of a claimant who is a present or former director or
officer of the Corporation) or by an officer of the Corporation authorized to
make such determination (in the case of a claimant who is not a present or
former director or officer of the Corporation), in which case it shall be made
in accordance with clause (1) of this sentence. Any claimant shall be entitled
to be indemnified against the expenses (including attorneys' fees) actually and
reasonably incurred by such claimant in cooperating with the person or entity
making the determination of entitlement to indemnification (irrespective of the
determination as to the claimant's entitlement to indemnification) and, to the
extent successful, in connection with any litigation or arbitration with respect
to such claim or the enforcement thereof.

            (F) If a Change of Control shall not have occurred, or if a Change
of Control shall have occurred and a director, officer, employee or agent
requests pursuant to clause (2) of the second sentence in subsection (E) that
the determination as to whether the claimant is entitled to indemnification be
made by or at the direction of the Board of Directors (in the case of a claimant
who is a present or former director or officer of the Corporation) or by an
officer of the Corporation authorized to make such determination (in the case of
a claimant who is not a present or former director or officer of the
Corporation), the claimant shall be conclusively presumed to have been
determined pursuant to subsection (E) to be entitled to indemnification if (1)
in the case of a claimant who is a present or former director or officer of the
Corporation, (a)(i) within fifteen days after the next regularly scheduled
meeting of the Board of Directors following receipt by the Corporation of the
request therefor, the Board of Directors shall not have resolved by majority
vote of the Disinterested Directors to submit such determination to (x)
Independent Counsel for its determination or (y) the shareholders for their
determination at the next annual


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meeting, or any special meeting that may be held earlier, after such receipt,
and (ii) within sixty days after receipt by the Corporation of the request
therefor (or within ninety days after such receipt if the Board of Directors in
good faith determines that additional time is required by it for the
determination and, prior to expiration of such sixty-day period, notifies the
claimant thereof), the Board of Directors shall not have made the determination
by a majority vote of the Disinterested Directors, or (b) after a resolution of
the Board of Directors, timely made pursuant to clause (a)(i)(y) above, to
submit the determination to the shareholders, the shareholders meeting at which
the determination is to be made shall not have been held on or before the date
prescribed (or on or before a later date, not to exceed sixty days beyond the
original date, to which such meeting may have been postponed or adjourned on
good cause by the Board of Directors acting in good faith), or (2) in the case
of a claimant who is not a present or former director or officer of the
Corporation, within sixty days after receipt by the Corporation of the request
therefor (or within ninety days after such receipt if an officer of the
Corporation authorized to make such determination in good faith determines that
additional time is required for the determination and, prior to expiration of
such sixty-day period, notifies the claimant thereof), an officer of the
Corporation authorized to make such determination shall not have made the
determination; provided, however, that this sentence shall not apply if the
claimant has misstated or failed to state a material fact in connection with his
or her request for indemnification. Such presumed determination that a claimant
is entitled to indemnification shall be deemed to have been made (I) at the end
of the sixty-day or ninety-day period (as the case may be) referred to in clause
(1)(a)(ii) or (2) of the immediately preceding sentence or (II) if the Board of
Directors has resolved on a timely basis to submit the determination to the
shareholders, on the last date within the period prescribed by law for holding
such shareholders meeting (or a postponement or adjournment thereof as permitted
above).

            (G) Expenses (including attorneys' fees) incurred in defending a
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding to a present or former director or officer of the
Corporation, promptly after receipt of a request therefor stating in reasonable
detail the expenses incurred, and to a person who is not a present or former
director or officer of the Corporation as authorized by the chief executive
officer of the Corporation or such other officer of the Corporation as shall be
designated from time to time by the Board of Directors; provided that in each
case the Corporation shall have received an undertaking by or on behalf of the
present or former director, officer, employee or agent to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this section.


                                       12
<PAGE>
            (H) The Board of Directors shall establish reasonable procedures for
the submission of claims for indemnification pursuant to this section,
determination of the entitlement of any person thereto and review of any such
determination. Such procedures shall be set forth in an appendix to these bylaws
and shall be deemed for all purposes to be a part hereof.

            (I) For purposes of this section,

                  (1) "Change of Control" means any of the following occurring
at any time after the distribution of the shares of capital stock of the
Corporation to the holders of capital stock of Conexant Systems, Inc. (the
"Distribution"):

                  (a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares of common
stock of the Corporation (the "Outstanding Corporation Common Stock") or (ii)
the combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that for
purposes of this subparagraph (a), the following acquisitions shall not
constitute a Change of Control: (v) any acquisition directly from the
Corporation, (w) any acquisition by the Corporation, (x) any acquisition by
Conexant Systems, Inc., (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation, Conexant Systems,
Inc. or any corporation controlled by the Corporation or Conexant Systems, Inc.
or (z) any acquisition pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) of this Paragraph 14(I)(1); or

                  (b) Individuals who, as of the date of the Distribution,
constitute the Board of Directors (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors; provided, however,
that any individual becoming a director subsequent to that date whose election,
or nomination for election by the Corporation's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors; or

                  (c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the


                                       13
<PAGE>
Corporation or the acquisition of assets of another entity (a "Corporate
Transaction"), in each case, unless, following such Corporate Transaction, (i)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding Conexant Systems, Inc., any employee benefit plan (or
related trust) of the Corporation, of Conexant Systems, Inc. or of such
corporation resulting from such Corporate Transaction) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Corporate Transaction and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Corporate
Transaction were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board of Directors, providing for
such Corporate Transaction; or

                  (d) Approval by the Corporation's shareholders of a complete
liquidation or dissolution of the Corporation.

                  (2) "Disinterested Director" means a director of the
Corporation who is not and was not a party to an action, suit or proceeding in
respect of which indemnification is sought by a director, officer, employee or
agent.

                  (3) "Independent Counsel" means a law firm, or a member of a
law firm, that (i) is experienced in matters of corporation law; (ii) neither
presently is, nor in the past five years has been, retained to represent the
Corporation, the director, officer, employee or agent claiming indemnification
or any other party to the action, suit or proceeding giving rise to a claim for
indemnification under this section, in any matter material to the Corporation,
the claimant or any such other party; and (iii) would not, under applicable
standards of professional conduct then prevailing, have a conflict of interest
in representing either the Corporation or such director,


                                       14
<PAGE>
officer, employee or agent in an action to determine the Corporation's or such
person's rights under this section.

            (J) The indemnification and advancement of expenses herein provided,
or granted pursuant hereto, shall not be deemed exclusive of any other rights to
which any of those indemnified or eligible for advancement of expenses may be
entitled under any agreement, vote of shareholders or Disinterested Directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
Notwithstanding any amendment, alteration or repeal of this section or any of
its provisions, or of any of the procedures established by the Board of
Directors pursuant to subsection (H) hereof, any person who is or was a
director, officer, employee or agent of the Corporation or any of its
majority-owned subsidiaries or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of any partnership, joint venture, employee benefit plan or other enterprise
shall be entitled to indemnification in accordance with the provisions hereof
and thereof with respect to any action taken or omitted prior to such amendment,
alteration or repeal except to the extent otherwise required by law.

            (K) No indemnification shall be payable pursuant to this section
with respect to any action against the Corporation commenced by an officer,
director, employee or agent unless the Board of Directors shall have authorized
the commencement thereof or unless and to the extent that this section or the
procedures established pursuant to subsection (H) shall specifically provide for
indemnification of expenses relating to the enforcement of rights under this
section and such procedures.

                                  ARTICLE IV.

                                  COMMITTEES

            SECTION 1. APPOINTMENT AND POWERS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more directors of the
Corporation (or in the case of a special-purpose committee, one or more
directors of the Corporation), which, to the extent provided in said resolution
or in these bylaws and not inconsistent with Section 141 of the Delaware General
Corporation Law, as amended, shall have and may exercise the powers 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. Such committee or


                                       15
<PAGE>
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

            SECTION 2. TERM OF OFFICE AND VACANCIES. Each member of a committee
shall continue in office until a director to succeed him or her shall have been
elected and shall have qualified, or until he or she ceases to be a director or
until he or she shall have resigned or shall have been removed in the manner
hereinafter provided. Any vacancy in a committee shall be filled by the vote of
a majority of the whole Board of Directors at any regular or special meeting
thereof.

            SECTION 3. ALTERNATES. The Board of Directors may, by resolution
passed by a majority of the whole Board, 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.

            SECTION 4. ORGANIZATION. Unless otherwise provided by the Board of
Directors, each committee shall appoint a chairman. Each committee shall keep a
record of its acts and proceedings and report the same from time to time to the
Board of Directors.

            SECTION 5. RESIGNATIONS. Any regular or alternate member of a
committee may resign at any time by giving written notice to the Chairman of the
Board, the Chief Executive Officer or the Secretary of the Corporation. Such
resignation shall take effect at the time of the receipt of such notice or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

            SECTION 6. REMOVAL. Any regular or alternate member of a committee
may be removed with or without cause at any time by resolution passed by a
majority of the whole Board of Directors at any regular or special meeting.

            SECTION 7. MEETINGS. Regular meetings of each committee, of which no
notice shall be necessary, shall be held on such days and at such places as the
chairman of the committee shall determine or as shall be fixed by a resolution
passed by a majority of all the members of such committee. Special meetings of
each committee will be called by the Secretary at the request of any two members
of such committee, or in such other manner as may be determined by the
committee. Notice of each special meeting of a committee shall be mailed to each
member thereof at least two days before the meeting or shall be given personally
or by telephone or other electronic transmission at least one day before the
meeting. Every such notice shall state the time and place, but need not state
the purposes of the meeting. No notice of any meeting of a committee shall be
required to be given to any alternate.


                                       16
<PAGE>
            SECTION 8. QUORUM AND MANNER OF ACTING. Unless otherwise provided by
resolution of the Board of Directors, a majority of a committee (including
alternates when acting in lieu of regular members of such committee) shall
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of such
committee. The members of each committee shall act only as a committee and the
individual members shall have no power as such.

            SECTION 9. COMPENSATION. Each regular or alternate member of a
committee shall be paid such compensation, if any, as shall be fixed by the
Board of Directors.

                                   ARTICLE V.

                                   OFFICERS

            SECTION 1. OFFICERS. The officers of the Corporation shall be a
Chief Executive Officer, one or more Vice Presidents (one or more of whom may be
Executive Vice Presidents, Senior Vice Presidents or otherwise as may be
designated by the Board), a Secretary and a Treasurer, all of whom shall be
elected by the Board of Directors. Any two or more offices may be held by the
same person. The Board of Directors may also from time to time elect such other
officers as it deems necessary.

            SECTION 2. TERM OF OFFICE. Each officer shall hold office until his
or her successor shall have been duly elected and qualified in his or her stead,
or until his or her death or until he or she shall have resigned or shall have
been removed in the manner hereinafter provided.

            SECTION 3. ADDITIONAL OFFICERS; AGENTS. The Chief Executive Officer
may from time to time appoint and remove such additional officers and agents as
may be deemed necessary. Such persons shall hold office for such period, have
such authority, and perform such duties as provided in these bylaws or as the
Chief Executive Officer may from time to time prescribe. The Board of Directors
or the Chief Executive Officer may from time to time authorize any officer to
appoint and remove agents and employees and to prescribe their powers and
duties.

            SECTION 4. SALARIES. Unless otherwise provided by resolution passed
by a majority of the whole Board, the salaries of all officers elected by the
Board of Directors shall be fixed by the Board of Directors.


                                       17
<PAGE>
            SECTION 5. REMOVAL. Except where otherwise expressly provided in a
contract authorized by the Board of Directors, any officer may be removed,
either with or without cause, by the vote of a majority of the Board at any
regular or special meeting or, except in the case of an officer elected by the
Board, by any superior officer upon whom the power of removal may be conferred
by the Board or by these bylaws.

            SECTION 6. RESIGNATIONS. Any officer elected by the Board of
Directors may resign at any time by giving written notice to the Chairman of the
Board, the Chief Executive Officer or the Secretary. Any other officer may
resign at any time by giving written notice to the Chief Executive Officer. Any
such resignation shall take effect at the date of receipt of such notice or at
any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

            SECTION 7. VACANCIES. A vacancy in any office because of death,
resignation, removal or otherwise, shall be filled for the unexpired portion of
the term in the manner provided in these bylaws for regular election or
appointment to such office.

            SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the chief executive officer of the Corporation and, subject to the
control of the Board of Directors, shall have general and overall charge of the
business and affairs of the Corporation and of its officers. The Chief Executive
Officer shall keep the Board of Directors appropriately informed on the business
and affairs of the Corporation. The Chief Executive Officer shall preside at all
meetings of the shareholders and shall enforce the observance of the rules of
order for the meetings of the shareholders and of the bylaws of the Corporation.

            SECTION 9. EXECUTIVE AND SENIOR VICE PRESIDENTS. One or more
Executive or Senior Vice Presidents shall, subject to the control of the Chief
Executive Officer, have lead accountability for components or functions of the
Corporation as and to the extent designated by the Chief Executive Officer. Each
Executive or Senior Vice President shall keep the Chief Executive Officer
appropriately informed on the business and affairs of the designated components
or functions of the Corporation.

            SECTION 10. VICE PRESIDENTS. The Vice Presidents shall perform such
duties as may from time to time be assigned to them or any of them by the Chief
Executive Officer.


                                       18
<PAGE>
            SECTION 11. SECRETARY. The Secretary shall keep or cause to be kept
in books provided for the purpose the minutes of the meetings of the
shareholders, of the Board of Directors and of any committee constituted
pursuant to Article IV of these bylaws. The Secretary shall be custodian of the
corporate seal and see that it is affixed to all documents as required and
attest the same. The Secretary shall 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.

            SECTION 12. ASSISTANT SECRETARIES. At the request of the Secretary,
or in the Secretary's absence or disability, the Assistant Secretary designated
by the Secretary shall perform all the duties of the Secretary and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Secretary. The Assistant Secretaries shall perform such other duties
as from time to time may be assigned to them.

            SECTION 13. TREASURER. The Treasurer shall have charge of and be
responsible for the receipt, disbursement and safekeeping of all funds and
securities of the Corporation. The Treasurer shall deposit all such funds in the
name of the Corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of these bylaws. From time
to time and whenever requested to do so, the Treasurer shall render statements
of the condition of the finances of the Corporation to the Board of Directors.
The Treasurer shall perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him or her.

            SECTION 14. ASSISTANT TREASURERS. At the request of the Treasurer,
or in the Treasurer's absence or disability, the Assistant Treasurer designated
by the Treasurer shall perform all the duties of the Treasurer and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer. The Assistant Treasurers shall perform such other duties as
from time to time may be assigned to them.

            SECTION 15. CERTAIN AGREEMENTS. The Board of Directors shall have
power to authorize or direct the proper officers of the Corporation, on behalf
of the Corporation, to enter into valid and binding agreements in respect of
employment, incentive or deferred compensation, stock options, and similar or
related matters, notwithstanding the fact that a person with whom the
Corporation so contracts may be a member of its Board of Directors. Any such
agreement may validly and lawfully bind the Corporation for a term of more than
one year, in accordance with its terms, notwithstanding the fact that one of the
elements of any such agreement may involve the employment by the Corporation of
an officer, as such, for such term.


                                       19
<PAGE>
                                  ARTICLE VI.

                                 AUTHORIZATIONS

            SECTION 1. CONTRACTS. The Board of Directors, except as otherwise
provided in these bylaws, may authorize any officer, employee or agent of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.

            SECTION 2. LOANS. No loan shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name, unless
authorized by the Board of Directors.

            SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, employee or
employees, of the Corporation as shall from time to time be determined in
accordance with authorization of the Board of Directors.

            SECTION 4. DEPOSITS. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may from time to time
designate, or as may be designated by any officer or officers of the Corporation
to whom such power may be delegated by the Board, and for the purpose of such
deposit the officers and employees who have been authorized to do so in
accordance with the determinations of the Board may endorse, assign and deliver
checks, drafts, and other orders for the payment of money which are payable to
the order of the Corporation.

            SECTION 5. PROXIES. Except as otherwise provided in these bylaws or
in the Certificate of Incorporation, and unless otherwise provided by resolution
of the Board of Directors, the Chief Executive Officer or any other officer may
from time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporations, or to consent in writing to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such vote or giving such consent, and may execute or cause to
be executed in the name and on behalf of the


                                       20
<PAGE>
Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as such officer may deem necessary or proper in the
premises.

                                  ARTICLE VII.

                            SHARES AND THEIR TRANSFER

            SECTION 1. SHARES OF STOCK. Certificates for shares of the stock of
the Corporation shall be in such form as shall be approved by the Board of
Directors. They shall be numbered in the order of their issue, by class and
series, and shall be signed by the Chairman of the Board or a Vice President,
and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, of the Corporation. If a share certificate is countersigned (1) by a
transfer agent other than the Corporation or its employee, or (2) by a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
share certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or
registrar at the date of issue. The Board of Directors may by resolution or
resolutions provide that some or all of any or all classes or series of the
shares of stock of the Corporation shall be uncertificated shares.
Notwithstanding the preceding sentence, every holder of uncertificated shares,
upon request, shall be entitled to receive from the Corporation a certificate
representing the number of shares registered in such shareholder's name on the
books of the Corporation.

            SECTION 2. RECORD OWNERSHIP. A record of the name and address of
each holder of the shares of the Corporation, the number of shares held by such
shareholder, the number or numbers of any share certificate or certificates
issued to such shareholder and the number of shares represented thereby, and the
date of issuance of the shares held by such shareholder shall be made on the
Corporation's books. The Corporation shall be entitled to treat the holder of
record of any share of stock (including any holder registered in a book-entry or
direct registration system maintained by the Corporation or a transfer agent or
a registrar designated by the Board of Directors) as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, except as required by law.

            SECTION 3. TRANSFER OF STOCK. Shares of stock shall be transferable
on the books of the Corporation by the holder of record of such stock in person
or by such person's attorney or other duly constituted representative, pursuant


                                       21
<PAGE>
to applicable law and such rules and regulations as the Board of Directors shall
from time to time prescribe. Any shares represented by a certificate shall be
transferable upon surrender of such certificate with an assignment endorsed
thereon or attached thereto duly executed and with such guarantee of signature
as the Corporation may reasonably require.

            SECTION 4. LOST, STOLEN AND DESTROYED CERTIFICATES. The Corporation
may issue a new certificate of stock or may register uncertificated shares, if
then authorized by the Board of Directors, in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or such person's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate, the
issuance of such new certificate or the registration of such uncertificated
shares.

            SECTION 5. TRANSFER AGENT AND REGISTRAR; REGULATIONS. The
Corporation shall, if and whenever the Board of Directors shall so determine,
maintain one or more transfer offices or agencies, each in charge of a transfer
agent designated by the Board of Directors, where the shares of the stock of the
Corporation shall be directly transferable, and also one or more registry
offices, each in charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the stock of the Corporation, in respect of which a registrar and transfer agent
shall have been designated, shall be valid unless countersigned by such transfer
agent and registered by such registrar. The Board of Directors may also make
such additional rules and regulations as it may deem expedient concerning the
issue, transfer and registration of shares of stock of the Corporation and
concerning the registration of pledges of uncertificated shares.

            SECTION 6. FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. If no record
date is fixed (1) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held and (2) the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
Board


                                       22
<PAGE>
of Directors adopts the resolution relating thereto. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders 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.

            SECTION 7. EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board of
Directors shall, subject to the laws of the State of Delaware, have power to
determine from time to time, whether and to what extent and under what
conditions and regulations the accounts and books of the Corporation, or any of
them, shall be open to the inspection of the shareholders; and no shareholder
shall have any right to inspect any book or document of the Corporation, except
as conferred by the laws of the State of Delaware, unless and until authorized
so to do by resolution of the Board of Directors or of the shareholders of the
Corporation.

                                 ARTICLE VIII.

                                     NOTICE

            SECTION 1. MANNER OF GIVING WRITTEN NOTICE. (A) Any notice in
writing required by law or by these bylaws to be given to any person shall be
effective if delivered personally, given by depositing the same in the post
office or letter box in a postpaid envelope addressed to such person at such
address as appears on the books of the Corporation or given by a form of
electronic transmission consented to by such person to whom the notice is to be
given. Any such consent shall be deemed revoked if (i) the Corporation is unable
to deliver by electronic transmission two consecutive notices given by the
Corporation in accordance with such consent and (ii) such inability becomes
known to the Secretary or an Assistant Secretary of the Corporation or to the
transfer agent, or other person responsible for the giving of notice; provided,
however, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.

            (B) Notice by mail shall be deemed to be given at the time when the
same shall be mailed and notice by other means shall be deemed given when
actually delivered (and in the case of notice transmitted by a form of
electronic transmission, such notice shall be deemed given (i) if by facsimile
telecommunication, when directed to a number at which the shareholder has
consented to receive notice; (ii) if by electronic mail, when directed to an
electronic mail address at which the shareholder has consented to receive
notice; (iii) if by a posting on an electronic network together with separate
notice to the shareholder of such specific posting, upon the later of such
posting and the giving of such separate notice; and (iv) if by any other form of
electronic transmission, when directed to the shareholder).


                                       23
<PAGE>
            SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given to any person, a waiver thereof by such person in writing or transmitted
by electronic means (and authenticated if and as required by law), whether
before or after the time stated therein, shall be deemed equivalent thereto.

                                  ARTICLE IX.

                                     SEAL

            The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal" and
"Delaware".

                                   ARTICLE X.

                                  FISCAL YEAR

            The fiscal year of the Corporation shall end on the Friday closest
to September 30 in each year.


                                       24
<PAGE>
                                    APPENDIX

                          PROCEDURES FOR SUBMISSION AND
                   DETERMINATION OF CLAIMS FOR INDEMNIFICATION
               PURSUANT TO ARTICLE III, SECTION 14 OF THE BYLAWS.

            SECTION 1. PURPOSE. The Procedures for Submission and Determination
of Claims for Indemnification Pursuant to Article III, Section 14 of the bylaws
(the "Procedures") are to implement the provisions of Article III, Section 14 of
the bylaws of the Corporation (the "bylaws") in compliance with the requirement
of subsection (H) thereof.

            SECTION 2. DEFINITIONS. For purposes of these Procedures:

            (A) All terms that are defined in Article III, Section 14 of the
bylaws shall have the meanings ascribed to them therein when used in these
Procedures unless otherwise defined herein.

            (B) "Expenses" include all reasonable attorneys' fees, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, or being or preparing to be a witness in, a Proceeding; and shall
also include such retainers as counsel may reasonably require in advance of
undertaking the representation of an Indemnitee in a Proceeding.

            (C) "Indemnitee" includes any person who was or is, or is threatened
to be made, a witness in or a party to any Proceeding by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or any of its majority-owned subsidiaries or is or was serving at the request of
the Corporation as a director, officer, employee or agent (except in each of the
foregoing situations to the extent any agreement, arrangement or understanding
of agency contains provisions that supersede or abrogate indemnification under
Article III, Section 14 of the bylaws) of another corporation or of any
partnership, joint venture, trust, employee benefit plan or other enterprise.

            (D) "Proceeding" includes any action, suit, arbitration, alternative
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee unless the Board of Directors shall have authorized
the commencement thereof.


                                       25
<PAGE>
            SECTION 3. SUBMISSION AND DETERMINATION OF CLAIMS.

            (A) To obtain indemnification or advancement of Expenses under
Article III, Section 14 of the bylaws, an Indemnitee shall submit to the
Secretary of the Corporation a written request therefor, including therein or
therewith such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to permit a determination as to whether
and what extent the Indemnitee is entitled to indemnification or advancement of
Expenses, as the case may be. The Secretary shall, promptly upon receipt of a
request for indemnification, advise the Board of Directors (if the Indemnitee is
a present or former director or officer of the Corporation) or the officer of
the Corporation authorized to make the determination as to whether an Indemnitee
is entitled to indemnification (if the Indemnitee is not a present or former
director or officer of the Corporation) thereof in writing if a determination in
accordance with Article III, Section 14(E) of the bylaws is required.

            (B) Upon written request by an Indemnitee for indemnification
pursuant to Section 3(A) hereof, a determination with respect to the
Indemnitee's entitlement thereto in the specific case, if required by the
bylaws, shall be made in accordance with Article III, Section 14(E) of the
bylaws, and, if it is so determined that the Indemnitee is entitled to
indemnification, payment to the Indemnitee shall be made within ten days after
such determination. The Indemnitee shall cooperate with the person, persons or
entity making such determination, with respect to the Indemnitee's entitlement
to indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to the Indemnitee and reasonably necessary to such determination.

            (C) If entitlement to indemnification is to be made by Independent
Counsel pursuant to Article III, Section 14(E) of the bylaws, the Independent
Counsel shall be selected as provided in this Section 3(C). If a Change of
Control shall not have occurred, the Independent Counsel shall be selected by
the Board of Directors, and the Corporation shall give written notice to the
Indemnitee advising the Indemnitee of the identity of the Independent Counsel so
selected. If a Change of Control shall have occurred, the Independent Counsel
shall be selected by the Indemnitee (unless the Indemnitee shall request that
such selection be made by the Board of Directors, in which event the immediately
preceding sentence shall apply), and the Indemnitee shall give written notice to
the Corporation advising it of the identity of the Independent Counsel so
selected. In either event, the Indemnitee or the Corporation, as the case may
be, may, within seven days after such written notice of selection shall have
been given, deliver to the Corporation or to the Indemnitee, as the


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<PAGE>
case may be, a written objection to such selection. Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in Article III,
Section 14 of the bylaws, and the objection shall set forth with particularity
the factual basis of such assertion. If such written objection is made, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until a court has determined that such objection is without merit. If, within
twenty days after the next regularly scheduled Board of Directors meeting
following submission by the Indemnitee of a written request for indemnification
pursuant to Section 3(A) hereof, no Independent Counsel shall have been selected
and not objected to, either the Corporation or the Indemnitee may petition the
Court of Chancery of the State of Delaware or other court of competent
jurisdiction for resolution of any objection which shall have been made by the
Corporation or the Indemnitee to the other's selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the
Court or by such other person as the Court shall designate, and the person with
respect to whom an objection is favorably resolved or the person so appointed
shall act as Independent Counsel under Article III, Section 14(E) of the bylaws.
The Corporation shall pay any and all reasonable fees and expenses (including
without limitation any advance retainers reasonably required by counsel) of
Independent Counsel incurred by such Independent Counsel in connection with
acting pursuant to Article III, Section 14(E) of the bylaws, and the Corporation
shall pay all reasonable fees and expenses (including without limitation any
advance retainers reasonably required by counsel) incident to the procedures of
Article III, Section 14(E) of the bylaws and this Section 3(C), regardless of
the manner in which Independent Counsel was selected or appointed. Upon the
delivery of its opinion pursuant to Article III, Section 14 of the bylaws or, if
earlier, the due commencement of any judicial proceeding or arbitration pursuant
to Section 4(A)(3) of these Procedures, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).

            (D) If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification under the bylaws,
the person, persons or entity making such determination shall presume that an
Indemnitee is entitled to indemnification under the bylaws if the Indemnitee has
submitted a request for indemnification in accordance with Section 3(A) hereof,
and the Corporation shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any
determination contrary to that presumption.


                                       27
<PAGE>
            SECTION 4. REVIEW AND ENFORCEMENT OF DETERMINATION.

            (A) In the event that (1) advancement of Expenses is not timely made
pursuant to Article III, Section 14(G) of the bylaws, (2) payment of
indemnification is not made pursuant to Article III, Section 14(C) or (D) of the
bylaws within ten days after receipt by the Corporation of written request
therefor, (3) a determination is made pursuant to Article III, Section 14(E) of
the bylaws that an Indemnitee is not entitled to indemnification under the
bylaws, (4) the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Article III, Section 14(E) of the bylaws and
such determination shall not have been made and delivered in a written opinion
within ninety days after receipt by the Corporation of the written request for
indemnification, or (5) payment of indemnification is not made within ten days
after a determination has been made pursuant to Article III, Section 14(E) of
the bylaws that an Indemnitee is entitled to indemnification or within ten days
after such determination is deemed to have been made pursuant to Article III,
Section 14(F) of the bylaws, the Indemnitee shall be entitled to an adjudication
in an appropriate court of the State of Delaware, or in any other court of
competent jurisdiction, of the Indemnitee's entitlement to such indemnification
or advancement of Expenses. Alternatively, the Indemnitee, at his or her option,
may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the rules of the American Arbitration Association. The Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within one year following the date on which the Indemnitee first has the right
to commence such proceeding pursuant to this Section 4(A). The Corporation shall
not oppose the Indemnitee's right to seek any such adjudication or award in
arbitration.

            (B) In the event that a determination shall have been made pursuant
to Article III, Section 14(E) of the bylaws that an Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 4 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and the Indemnitee shall not be prejudiced by reason
of that adverse determination. If a Change of Control shall have occurred, the
Corporation shall have the burden of proving in any judicial proceeding or
arbitration commenced pursuant to this Section 4 that the Indemnitee is not
entitled to indemnification or advancement of Expenses, as the case may be.

            (C) If a determination shall have been made or deemed to have been
made pursuant to Article III, Section 14(E) or (F) of the bylaws that an
Indemnitee is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 4, absent (1) a misstatement or omission of a material fact in
connection with the Indemnitee's


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<PAGE>
request for indemnification, or (2) a prohibition of such indemnification under
applicable law.

            (D) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 4 that the
procedures and presumptions of these Procedures are not valid, binding and
enforceable, and shall stipulate in any such judicial proceeding or arbitration
that the Corporation is bound by all the provisions of these Procedures.

            (E) In the event that an Indemnitee, pursuant to this Section 4,
seeks to enforce the Indemnitee's rights under, or to recover damages for breach
of, Article III, Section 14 of the bylaws or these Procedures in a judicial
proceeding or arbitration, the Indemnitee shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any and all
expenses (of the types described in the definition of Expenses in Section 2 of
these Procedures) actually and reasonably incurred in such judicial proceeding
or arbitration, but only if the Indemnitee prevails therein. If it shall be
determined in such judicial proceeding or arbitration that the Indemnitee is
entitled to receive part but not all of the indemnification or advancement of
Expenses sought, the expenses incurred by the Indemnitee in connection with such
judicial proceeding or arbitration shall be appropriately prorated.

            SECTION 5. AMENDMENTS. These Procedures may be amended at any time
and from time to time in the same manner as any bylaw of the Corporation in
accordance with the Certificate of Incorporation; provided, however, that
notwithstanding any amendment, alteration or repeal of these Procedures or any
provision hereof, any Indemnitee shall be entitled to utilize these Procedures
with respect to any claim for indemnification arising out of any action taken or
omitted prior to such amendment, alteration or repeal except to the extent
otherwise required by law.


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