<PAGE>

                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF
                              SOLECTRON CORPORATION

The undersigned, being the Secretary of Solectron Corporation, a Delaware
corporation, hereby certifies that the Board of Directors of the Corporation,
acting by unanimous resolution passed on October 8, 2003, approved an amendment
to Article III, Section 3.14 of the Bylaws of this Corporation to provide in its
entirety as follows:

"3.14    FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws,
the board of directors shall have the authority to fix the compensation of
directors."

Dated: October 23, 2003

/s/ Michael F. Grady
---------------------------------
Michael F. Grady, Secretary

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF
                              SOLECTRON CORPORATION

The undersigned, being the Secretary of Solectron Corporation, a Delaware
corporation, hereby certifies that the Board of Directors of the Corporation,
acting by unanimous resolution passed on October 8, 2003, approved an amendment
to Article III, Section 3.15 of the Bylaws of this Corporation to provide in its
entirety as follows:

"3.15    APPROVAL OF LOANS TO EMPLOYEES OTHER THAN EXECUTIVE OFFICERS

The corporation shall not, directly or indirectly, loan or arrange for the loan
of money, or otherwise be involved in any new extension of credit, or any
renewal of any pre-existing loan or extension of credit, to any Director or
Executive Officer of the corporation of any of its subsidiaries. The corporation
may lend money to, or guarantee any obligation of, or otherwise assist any other
employee of the corporation or of its subsidiaries whenever, in the judgment of
the directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of the corporation at common law
or under any statute. In addition, nothing in the foregoing shall be construed
as nullifying any pre-existing loan or credit arrangements which may have been
entered into with any Director or Executive Officer prior to the July 30, 2002
enactment of Section 402 of the Sarbanes-Oxley Act of 2002, but no such
pre-existing arrangements shall be renewed, nor material modifications made to
any term thereof."

Dated: October 23, 2003

/s/ Michael F. Grady
-------------------------------
Michael F. Grady, Secretary

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF

                                      -1-

<PAGE>

                              SOLECTRON CORPORATION

The undersigned, being the Secretary of Solectron Corporation, a Delaware
corporation, hereby certifies that the Board of Directors of the Corporation
approved an amendment to Article III, Section 3.2 of the Bylaws of this
Corporation effective November 8, 2001 to provide in its entirety as follows:

"3.2     NUMBER OF DIRECTORS

The Board of Directors shall consist of eleven (11) members. The number of
directors may be changed by amendment to this bylaw, duly adopted by the Board
of Directors or by the stockholders, or by a duly adopted amendment to the
certificate of incorporation."

Dated: January 4, 2002

/s/ Susan Wang
-----------------------------
Susan Wang, Secretary

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF
                              SOLECTRON CORPORATION

The undersigned, being the Secretary of Solectron Corporation, a Delaware
corporation, hereby certifies that the Board of Directors of the Corporation
approved an amendment to the Bylaws of the Corporation that reads as follows,
effective as of the date indicated below:

"3.2     NUMBER OF DIRECTORS

The Board of Directors shall consist of ten (10) members. The number of
directors may be changed by an amendment to this Bylaw, duly adopted by the
Board of Directors or by the stockholders, or by duly adopted amendment to the
certificate of incorporation."

Dated: May 13, 1998

/s/ Susan Wang
---------------------------
Susan Wang, Secretary

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF
                              SOLECTRON CORPORATION

The undersigned, being the Secretary of Solectron Corporation, a Delaware
corporation, hereby certifies that Article IV, Section 4.1 of the Bylaws of this
Corporation was amended by the Board of Directors effective January 13, 1999 to
provide in its entirety as follows:

"4.1     COMMITTEES OF DIRECTORS

The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, with each committee to consist of one
or more of the directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation

                                      -2-

<PAGE>

(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Section 151(a) of the General Corporation Law of
Delaware, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation), (ii) adopt an agreement of merger or
consolidation under Sections 251 or 252 of the General Corporation Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets (iv) recommend to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the bylaws of the corporation; and, unless the board
resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware."

/s/ Susan Wang
--------------------------
Susan Wang, Secretary

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              SOLECTRON CORPORATION

                                    ARTICLE I

                                CORPORATE OFFICES

1.1      REGISTERED OFFICE

The registered office of the corporation in the State of Delaware shall be in
the City of Wilmington, County of New Castle, State of Delaware. The name of the
registered agent of the corporation at such location is CT Corporation.

1.2      OTHER OFFICES

The Board of Directors may at any time establish other offices at any place or
places where the corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.1      PLACE OF MEETINGS

Meetings of stockholders shall be held at the principal executive office of the
corporation, within or outside the State of Delaware, unless some other
appropriate and convenient location be designated for that purpose from time to
time by the Board of Directors.

2.2      ANNUAL MEETING

Annual meetings of the Stockholders shall be held, each year, at the time and on
the day as designated by resolution of the Board of Directors.

                                      -3-

<PAGE>

At the annual meeting, the stockholders shall elect a Board of Directors,
consider reports of the affairs of the corporation and transact such other
business as may be properly brought before the meeting.

2.3      SPECIAL MEETINGS

A special meeting of the stockholders may be called at any time by the Board of
Directors, the Chairman of the Board, the President, the Secretary, or holders
of shares entitled to cast not less than ten (10) percent of the votes at the
meeting. Except as next provided, notice shall be given as for the annual
meeting.

Upon receipt of a written request addressed to the Chairman, President, or
Secretary, mailed or delivered personally to such officer by any person (other
than the Board) entitled to call a special meeting of stockholders, such officer
shall cause notice to be given, to the stockholders entitled to vote, that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than twenty five nor more than sixty days after the receipt of
such request.

2.4      NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings with stockholders shall be in writing and shall be sent
or otherwise given in accordance with Section 2.6 of these bylaws not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notice shall specify the
place, date, and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

Notice of meetings, annual or special, shall be given in writing not less than
ten (10) nor more than sixty (60) days before the date of the meeting, to
stockholders entitled to vote thereat by the Secretary or an assistant
secretary, or if there be no such officer, or in the case of his neglect or
refusal, by any director or stockholder.

Such notices or any reports shall be given personally or by mail or other means
of written communication and shall be sent to the stockholder's address
appearing on the books of the corporation, or supplied by him to the corporation
for the purpose of notice.

Notice of any meeting of stockholders shall specify the place, the day and the
hour of meeting, and (1) in case of a special meeting, the general nature of the
business to be transacted and no other business may be transacted, or (2) in the
case of an annual meeting, those matters which the Board at date of mailing,
intends to present for action by the stockholders. At any meetings where
directors are to be elected, notice shall include the names of the nominees, if
any, intended at date of Notice to be presented by management for election.

If a shareholder supplies no address, notice shall be deemed to have been given
to him if mailed to the place where the principal executive office of the
Company, inside or outside the State of Delaware, is situated, or published at
least once in some newspaper of general circulation in the County of said
principal office.

2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

To be properly brought before an annual meeting or special meeting, nominations
for the election of director or other business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For such nominations or other business to
be considered properly brought before the meeting by a stockholder such
stockholder must have given timely notice and in proper form of his intent to
bring such business before such meeting. To be timely, such stockholder's notice
must be delivered to or mailed and received by the Secretary of the corporation
not less than ninety (90) days prior to the meeting; provided, however, that in
the event that less than one-hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. To be in proper form,
a stockholder's notice to the secretary shall set forth:

(i) the name and address of the stockholder who intends to make the nominations
or propose the business and, as the case may be, the name and address of the
person or persons to be nominated or the nature of the business to be proposed;

(ii) a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and, if applicable, intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice or introduce the business specified in the notice;

(iii) if applicable, a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder;

                                      -4-

<PAGE>

(iv) such other information regarding each nominee or each matter of business to
be proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, or the
matter been proposed, or intended to be proposed by the Board of Directors; and

(v) if applicable, the consent of each nominee to serve as director of the
corporation if so elected.

The chairman of the meeting may refuse to acknowledge the nomination of any
person or the proposal of any business not made in compliance with the foregoing
procedure.

2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the Secretary or an assistant secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

2.7      QUORUM

The holders of a majority of the stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum is not present or represented at any meeting of the
stockholders, then the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented. At such adjourned meeting at which a quorum is present
or represented, any business may be transacted that might have been transacted
at the meeting as originally noticed.

If a quorum be initially present, the stockholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by a
majority of the stockholders required initially to constitute a quorum.

When a quorum is present or represented at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provisions of the statutes or of the
certificate of incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of the question.

2.8      ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business that
might have been transacted at the original meeting. If the adjournment is for
more than forty-five (45) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

2.9      VOTING

The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.12 and Section 2.14 of
these bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgers
and joint owners of stock and to voting trusts and other voting agreements).

Except as may otherwise be provided in the certificate of incorporation or the
last paragraph of this Section 2.9, each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder.

At a stockholders' meeting at which directors are to be elected, or at elections
held under special circumstances, a stockholder shall be entitled to cumulate
votes (i.e., cast for any candidate a number of votes greater than the number of
votes which such stockholder normally is entitled to cast). Each holder of stock
of any class or series who elects to cumulate votes shall be entitled to as many
votes as equals the number of votes which (absent this provision as to
cumulative voting) he would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of directors to be
elected by him, and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or more of
them, as he may see fit, so long as the name of the candidate for director shall
have been placed in nomination prior to the voting and the stockholder, or any
other holder of the same class or series of stock, has given notice at the
meeting prior to the voting of the intention to cumulate votes.

                                      -5-

<PAGE>

2.10     WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person 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. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

2.11     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise provided in the certificate of incorporation, any action
required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing. If the action which is consented to is such as would have
required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

2.12     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof or
entitled to express consent or dissent to corporate action in writing without a
meeting (if otherwise permitted by these bylaws and the corporation's
certificate of incorporation), 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 be not more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action.

If the Board of Directors does not so fix a record date, the fixing of such
record date shall be governed by the provisions of Section 213 of the General
Corporation Law of Delaware.

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

2.13     PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize
another person or persons to act for him by a written proxy, signed by the
stockholder and filed with the Secretary, but no such proxy shall be voted or
acted upon after three (3) years from its date, unless the proxy provides for a
longer period. A proxy shall be deemed signed if the stockholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the stockholder or the stockholder's
attorney-in-fact. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212(e) of the General
Corporation Law of Delaware.

2.14     LIST OF STOCKHOLDERS ENTITLED TO VOTE

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

                                      -6-

<PAGE>

books of the corporation, or to vote in person or by proxy at any meeting of
stockholders and of the number of shares held by each such stockholder.

2.15     CONDUCT OF BUSINESS

Meetings of stockholders shall be presided over by the Chairman of the Board, if
any, or in his absence by the President, or in his absence by a Vice President,
or in the absence of the foregoing persons by a chairman designated by the Board
of Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his absence
the chairman of the meeting may appoint any person to act as secretary of the
meeting. The chairman of any meeting of stockholders shall determine the order
of business and the procedures at the meeting, including such matters as the
regulation of the manner of voting and conduct of business.

                                   ARTICLE III

                                    DIRECTORS

3.1      POWERS

Subject to the provisions of the General Corporation Law of Delaware and any
limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.

Each director shall exercise such powers and otherwise perform such duties in
good faith, in the manner such director believes to be in the best interests of
the corporation, and with such care, including reasonable inquiry, using
ordinary prudence, as a person in a like position would use under similar
circumstances.

3.2      NUMBER OF DIRECTORS

The Board of Directors shall consist of eight (8) members. The number of
directors may be changed by an amendment to this bylaw, duly adopted by the
Board of Directors or by the stockholders, or by a duly adopted amendment to the
certificate of incorporation.

3.3      ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, at each annual meeting of
stockholders, directors of the corporation shall be elected to hold office until
the expiration of the term for which they are elected, and until their
successors have been duly elected and qualified; except that if any such
election shall not be so held, such election shall take place at a stockholders'
meeting called and held in accordance with the Delaware General Corporation Law.
The term of office of a director shall begin immediately after election.

Directors need not be stockholders unless so required by the certificate of
incorporation or these bylaws, wherein other qualifications for directors may be
prescribed. Election of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before voting
begins.

3.4      RESIGNATION AND VACANCIES

Any director may resign at any time upon written notice to the corporation. Any
vacancy occurring in the Board of Directors because of resignation or death of a
director may be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at the next succeeding annual meeting of stockholders at which the class
to which the directorship belongs is to be elected or at a special meeting
called for that purpose.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.

                                      -7-

<PAGE>

(ii) Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.

If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the General Corporation Law
of Delaware.

If, at the time of filling any vacancy or any newly created directorship, the
directors then in office constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), then the Court of Chancery
may, upon application of any stockholder or stockholders holding at least ten
(10) percent of the total number of the shares at the time outstanding having
the right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office as aforesaid, which election
shall be governed by the provisions of Section 211 of the General Corporation
Law of Delaware as far as applicable.

3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The Board of Directors of the corporation may hold meetings, both regular and
special, either within or outside the State of Delaware, at such place as is
designated in the notice of the meeting.

Unless otherwise restricted by the certificate of incorporation or these bylaws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

Accurate minutes of any meeting of the Board of Directors or any committee
thereof shall be maintained by the Secretary or other office designated for that
purpose.

3.6      FIRST MEETINGS

The first meeting of each newly elected Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
stockholders.

3.7      REGULAR MEETINGS

Regular meetings of the Board of Directors may be held without notice at the
corporate offices or such other place, within or without the State of Delaware,
at such time and place as the Board designates.

3.8      SPECIAL MEETINGS; NOTICE

Special meetings of the Board may be called at any time by the President or, if
he is absent or unable or refuses to act, by any vice president or the Secretary
or by any two directors, or by one director if only one is provided.

At least forty-eight (48) hours notice of the time and place of special meetings
shall be delivered personally to the directors or personally communicated to
them by a corporate officer by telephone or telegraph. If the notice is sent to
a director by letter, it shall be addressed to him at his address as it is shown
upon the records of the corporation (or if it is not so shown on such records or
is not readily ascertainable, at the place in which the meetings of the
directors are regularly held). In case such notice is mailed, it shall be
deposited in the United States mail, postage prepaid, in the place in which the
principal executive office of the corporation is located, at least four (4) days
prior to the time of the holding of the meeting. Such mailing, telegraphing,
telephoning or delivery as above provided shall be due, legal and personal
notice to such director.

When all of the directors are present at any directors' meeting, however called
or noticed, and either (i) sign a written consent thereto on the records of such
meeting, or (ii) if a majority of the directors is present and if those not
present sign a waiver of notice of such meeting or a consent to holding the
meeting or an approval of the minutes thereof, whether prior to or after the
holding of such meeting, which said waiver, consent or approval shall be filed
with the Secretary of the corporation or (iii) if a director attends a meeting
without notice, but without protesting, prior thereto or at its commencement,
the lack of notice to him, then the transactions thereof are as valid as if had
at a meeting regularly called and noticed.

3.9      QUORUM

                                      -8-

<PAGE>

A majority of the number of directors as fixed by the certificate of
incorporation or bylaws, shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of directors, if any action taken is
approved by a majority of the required quorum for such meeting.

3.10     WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person 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. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

3.11     ADJOURNED MEETING; NOTICE

Notice of the time and place of holding an adjourned meeting need not be given
to absent directors if the time and place be fixed at the eeting adjourned and
held within twenty-four (24) hours, but if adjourned more than twenty-four (24)
hours, notice shall be given to all directors not present at the time of the
adjournment.

3.12     CONDUCT OF BUSINESS

Meetings of the Board of Directors shall be presided over by the Chairman of the
Board, if any, or in his absence by the President, or in their absence by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting. The chairman of any meeting shall determine
the order of business and the procedures at the meeting.

3.13     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws,
any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board or committee.

3.14     FEES AND COMPENSATION OF DIRECTORS

Directors, as such, shall not receive any stated salary for their services, but
by resolution of the Board, a fixed sum and expense of attendance, if any, may
be allowed for attendance at each regular and special meeting of the Board;
provided that nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity and receiving
compensation therefor.

3.15     APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the corporation or of its subsidiary,
including any officer or employee who is a director of the corporation or its
subsidiary, whenever, in the judgment of the directors, such loan, guaranty or
assistance may reasonably be expected to benefit the corporation. The loan,
guaranty or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in this section shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the corporation at common law or under any statute.

3.16     REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the certificate of incorporation or
by these bylaws, any director or the entire Board of Directors may be removed
with or without cause by the holders of a majority of the shares then entitled
to vote at an election of directors; provided, however, that, so long as
stockholders of the corporation are entitled to cumulative voting, no individual
director may be removed without cause (unless the entire board is removed) if
the number of votes cast against such removal would be sufficient to elect the
director if then cumulatively voted at an election of the class of directors of
which the director is a part. Whenever the holders of any class or series are
entitled to elect one or more directors by the certificate of incorporation,
such director

                                      -9-

<PAGE>

or directors may be removed without cause only if there are sufficient votes by
the holders of the outstanding shares of that class or series. A vacancy created
by the removal of a director may be filled only by the approval of the
stockholders.

No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such director's term of office.

3.17     ADVISORY DIRECTORS

The Board of Directors from time to time may elect one or more persons to be
Advisory Directors who shall not by such appointment be members of the Board of
Directors. Advisory Directors shall be available from time to time to perform
special assignments specified by the President, to attend meetings of the Board
of Directors upon invitation and to furnish consultation to the Board. The
period during which the title shall be held may be prescribed by the Board of
Directors. If no period is prescribed, the title shall be held at the pleasure
of the Board.

                                   ARTICLE IV

                                   COMMITTEES

4.1      COMMITTEES OF DIRECTORS

The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, with each committee to consist of two
or more of the directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets (iv) recommend
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the bylaws of the corporation; and, unless the board
resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.

4.2      COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.

4.3      MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.7 (regular meetings),
Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10
(waiver of notice), Section 3.11 (adjournment and notice of adjournment),
Section 3.12 (conduct of business) and Section 3.13 (action without a meeting),
with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board of Directors and its members;
provided, however, that the time of regular meetings of committees may also be
called by resolution of the Board of Directors and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.

                                      -10-

<PAGE>

                                    ARTICLE V

                                    OFFICERS

5.1      OFFICERS

The officers of the corporation shall be chairman of the board or a president or
both, a secretary, and a chief financial officer. The corporation may also have,
at the discretion of the Board of Directors, one or more vice presidents, one or
more assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of Section 5.2 of these bylaws. Any number of
offices may be held by the same person.

5.2      ELECTION OF OFFICERS

Except as otherwise provided in this Section 5.2, the officers of the
corporation shall be chosen annually by the Board of Directors, and each shall
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.

The Board of Directors may appoint such officers and agents of the business as
the corporation may require, each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in these bylaws or
as the Board of Directors may from time to time determine. Any vacancy occurring
in any office of the corporation shall be filled in the manner prescribed in the
Bylaws for regular appointments to such office.

5.3      REMOVAL AND RESIGNATION OF OFFICERS

Any officer may be removed, either with or without cause, by an affirmative vote
of the majority of the Board of Directors at any regular or special meeting of
the Board or, except in the case of an officer chosen by the Board of Directors,
by any officer upon whom such power of removal may be conferred by the Board of
Directors or, in the case of an officer appointed by the President, by the
President.

Any officer may resign at any time by giving written notice to the corporation.
Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; and, unless otherwise specified in
that notice, the acceptance of the resignation shall not be necessary to make it
effective.

5.4      CHAIRMAN OF THE BOARD

The Chairman of the Board, if such an officer be elected, shall, if present,
preside at meetings of the Board of Directors and exercise and perform such
other powers and duties as may from time to time be assigned to him by the Board
of Directors or as may be prescribed by these bylaws.

5.5      PRESIDENT

Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, if there be such an officer, the
President, unless otherwise determined by the Board of Directors, shall be the
chief executive officer of the corporation and shall, subject to the control of
the Board of Directors, have general supervision, direction, and control of the
business and the officers of the corporation. He shall preside at all meetings
of the stockholders and, in the absence or nonexistence of a chairman of the
board, at all meetings of the Board of Directors. He shall have the general
powers and duties of management usually vested in the office of president of a
corporation and shall have such other powers and duties as may be prescribed by
the Board of Directors or these bylaws.

5.6      VICE PRESIDENTS

In the absence or disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Directors or, if not ranked, a Vice
President designated by the Board of Directors, shall perform all the duties of
the President and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, these bylaws, the
President or the Chairman of the Board.

5.7      SECRETARY

                                      -11-

<PAGE>

The Secretary shall keep or cause to be kept, at the principal executive office
of the corporation or such other place as the Board of Directors may direct, a
book of minutes of all meetings and actions of directors, committees of
directors, and stockholders. The minutes shall show the time and place of each
meeting, whether regular or special (and, if special, how authorized and the
notice given), the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at stockholders' meetings,
and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office
of the corporation or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors required to be given by law or by
these bylaws. He shall keep the seal of the corporation, if one be adopted, in
safe custody and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by these bylaws.

5.8      CHIEF FINANCIAL OFFICER

The Chief Financial Officer shall keep and maintain, or cause to be kept and
maintained in accordance with generally accepted accounting principles, adequate
and correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings and shares.
The books of account shall at all reasonable times be open to inspection by any
director.

The Chief Financial Officer shall deposit all monies and other valuables in the
name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or these bylaws.

                                   ARTICLE VI

                                    INDEMNITY

6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the corporation. For purposes of this Section 6.1, a "director" or
"officer" of the corporation includes any person (i) who is or was a director or
officer of the corporation, (ii) who is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, including, without limitation, any direct or
indirect subsidiary of the corporation, or (iii) who was a director or officer
of a corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

6.2      INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the extent and in the manner permitted
by the General Corporation Law of Delaware, to indemnify each of its employees
and agents (other than directors and officers) against expenses (including
attorneys' fees), judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding, arising by reason of the
fact that such person is or was an agent of the corporation. For purposes of
this Section 6.2, an "employee" or "agent" of the corporation (other than a
director or officer) includes any person (i) who is or was an employee or agent
of the corporation, (ii) who is or was serving at the request of the corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including, without limitation, any direct or indirect
subsidiary of the corporation, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

6.3      INSURANCE

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<PAGE>

The corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of the General Corporation Law of Delaware and this Section 6.

6.4      PAYMENT OF EXPENSES IN ADVANCE

Expenses incurred in defending any civil or criminal action or proceeding for
which indemnification is required pursuant to Section 6.1, or for which
indemnification is permitted pursuant to Section 6.2 following authorization
thereof by the Board of Directors, may be paid by the corporation in advance of
the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of the indemnified party to repay such amount if it
shall ultimately be determined that the indemnified party is not entitled to be
indemnified as authorized in this Section 6.

6.5      INDEMNITY NOT EXCLUSIVE

The indemnification provided by this Section 6 shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office, to the extent that such additional rights to
indemnification are authorized in the certificate of incorporation.

6.6      CONFLICTS

No indemnification or advance shall be made under this Section 6, except where
such indemnification or advance is mandated by law or the order, judgment or
decree of any court of competent jurisdiction, in any circumstance where it
appears:

(a) That it would be inconsistent with a provision of the certificate of
incorporation, these bylaws, a resolution of the stockholders or an agreement in
effect at the time of the accrual of the alleged cause of the action asserted in
the proceeding in which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.

                                   ARTICLE VII

                               RECORDS AND REPORTS

7.1      MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or at such place
or places as designated by the Board of Directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the corporation's
stock ledger, a list of its stockholders, and its other books and records and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every instance
where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

7.2      INSPECTION BY DIRECTORS

Any director shall have the right to examine the corporation's stock ledger, a
list of its stockholders, and its other books and records for a purpose
reasonably related to his position as a director. The Court of Chancery is
hereby vested with the exclusive jurisdiction to determine whether a director is
entitled to the inspection sought. The Court may summarily order the corporation
to permit the director to inspect any and all books and records, the stock
ledger, and the stock list and to make copies or extracts therefrom. The Court
may, in its discretion, prescribe any limitations or conditions with reference
to the inspection, or award such other and further relief as the Court may deem
just and proper.

                                      -13-

<PAGE>

7.3      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The Chairman of the Board, the President, any Vice President, the Chief
Financial Officer, the Secretary, or any other person authorized by the Board of
Directors or the President or a Vice President, is authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of
this corporation. The authority granted herein may be exercised either by such
person directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

7.4      SUBSIDIARY CORPORATIONS

Shares of this corporation owned by a subsidiary shall not be entitled to vote
on any matter. A subsidiary for these purposes is defined as a corporation, the
shares of which possessing more than 25% of the total combined voting power of
all classes of shares entitled to vote, are owned directly or indirectly through
one or more subsidiaries.

                                  ARTICLE VIII

                                 GENERAL MATTERS

8.1      STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of a corporation shall be represented by certificates, provided that
the Board of Directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares, shall be entitled to have a certificate
signed by, or in the name of the corporation by the Chairman of the Board of
Directors, or the President or Vice President, and by the Chief Financial
Officer or the secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures 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 certificate has
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 he
were such officer, transfer agent or registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly paid and
subject to call for the remainder of the consideration to be paid therefor. Upon
the face or back of each stock certificate issued to represent any such partly
paid shares, or upon the books and records of the corporation in the case of
uncertificated partly paid shares, the total amount of the consideration to be
paid therefor and the amount paid thereon shall be stated. Upon the declaration
of any dividend on fully paid shares, the corporation shall declare a dividend
upon partly paid shares of the same class, but only upon the basis of the
percentage of the consideration actually paid thereon.

8.2      LOST CERTIFICATES

Except as provided in this Section 8.2, no new certificates for shares shall be
issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares 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 his legal representative, to give the corporation a
bond sufficient to indemnity it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

8.3      CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

8.4      DIVIDENDS

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<PAGE>

The directors of the corporation, subject to any restrictions contained in the
certificate of incorporation, may declare and pay dividends upon the shares of
its capital stock pursuant to the General Corporation Law of Delaware. Dividends
may be paid in cash, in property, or in shares of the corporation's capital
stock.

The directors of the corporation may set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.

8.5      FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of
Directors and may be changed by the Board of Directors.

8.6      SEAL

The corporation may adopt a corporate seal, which may be altered at pleasure,
and may use the same by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.

8.7      TRANSFER OF STOCK

Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.

8.8      STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with
any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Delaware.

8.9      REGISTERED STOCKHOLDERS

The corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends and to vote
as such owner, shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of another person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.

8.10     EXECUTION OF CONTRACTS

The Board of Directors, except as in the Bylaws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or agreement, or to pledge its
credit, or to render it liable for any purpose or to any amount, except as
provided in Sec. 142 of Delaware General Corporation Law.

                                   ARTICLE IX

                                   AMENDMENTS

The original or other bylaws of the corporation may be adopted, amended or
repealed by a majority of the stockholders entitled to vote; provided, however,
that the corporation may, in its certificate of incorporation, confer the power
to adopt, amend or repeal bylaws upon the directors. The fact that such power
has been so conferred upon the directors shall not divest the stockholders of
the power, nor limit their power to adopt, amend or repeal bylaws.

Whenever an amendment or new bylaw is adopted, it shall be copied in the book of
bylaws with the original bylaws, in the appropriate place. If any bylaw is
repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or written assent was filed shall be stated in said book.

                                    ARTICLE X

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<PAGE>

                                   DISSOLUTION

If it should be deemed advisable in the judgment of the Board of Directors of
the corporation that the corporation should be dissolved, the Board, after the
adoption of a resolution to that effect by a majority of the whole Board at any
meeting called for that purpose, shall cause notice to be mailed to each
stockholder entitled to vote thereon of the adoption of the resolution and of a
meeting of stockholders to take action upon the resolution.

At the meeting a vote shall be taken for and against the proposed dissolution.
If a majority of the outstanding stock of the corporation entitled to vote
thereon votes for the proposed dissolution, then a certificate stating that the
dissolution has been authorized in accordance with the provisions of Section 275
of the General Corporation Law of Delaware and setting forth the names and
residences of the directors and officers shall be executed, acknowledged, and
filed and shall become effective in accordance with Section 103 of the General
Corporation Law of Delaware. Upon such certificate's becoming effective in
accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall be dissolved.

                                   ARTICLE XI

                                    CUSTODIAN

11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

The Court of Chancery, upon application of any stockholder, may appoint one or
more persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when:

(i) at any meeting held for the election of directors the stockholders are so
divided that they have failed to elect successors to directors whose terms have
expired or would have expired upon qualification of their successors; or

(ii) the business of the corporation is suffering or is threatened with
irreparable injury because the directors are so divided respecting the
management of the affairs of the corporation that the required vote for action
by the Board of Directors cannot be obtained and the stockholders are unable to
terminate this division; or

(iii) the corporation has abandoned its business and has failed within a
reasonable time to take steps to dissolve, liquidate or distribute its assets.

11.2     DUTIES OF CUSTODIAN

The custodian shall have all the powers and title of a receiver appointed under
Section 291 of the General Corporation Law of Delaware, but the authority of the
custodian shall be to continue the business of the corporation and not to
liquidate its affairs and distribute its assets, except when the Court of
Chancery otherwise orders and except in cases arising under Sections 226(a)(3)
or 352(a)(2) of the General Corporation Law of Delaware.

                             CERTIFICATE OF ADOPTION

                                       OF

                         AMENDED AND RESTATED BYLAWS OF

                              SOLECTRON CORPORATION

Certificate by Secretary of Adoption by Incorporator

                                      -16-

<PAGE>

The undersigned hereby certifies that she is the duly elected, qualified, and
acting Secretary of Solectron Corporation and that the foregoing Amended and
Restated Bylaws, comprising twenty-two (22) pages, were adopted as the Bylaws of
the corporation on January 14, 1998, by the Board of Directors.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand and affixed the
corporate seal this 14th day of January 1998.

/s/ Susan Wang
---------------------------
 Susan Wang, Secretary

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              SOLECTRON CORPORATION

                        Effective as of January 14, 1998

                                      -17-