**Exhibit3(II)**

**BY-LAWS OFINTERMEC, INC.**

**(AS AMENDED SEPTEMBER 14, 2006)**

**ARTICLE IOFFICES AND RECORDS**

**SECTION****1.1.          Delaware Office.**

The principal office of the Corporation in the State of Delaware shallbe located in the City of Wilmington, County of New Castle, and the name andaddress of its registered agent is Corporation Service Company, 1013 CentreRoad, Wilmington, Delaware.

**SECTION 1.2.          Other Offices.**

The Corporation may have such other offices, either within or withoutthe State of Delaware, as the Board of Directors may designate or as thebusiness of the Corporation may from time to time require.

**SECTION 1.3.          Books and Records.**

The books and records of the Corporation may be kept outside the Stateof Delaware at such place or places as may from time to time be designated bythe Board of Directors.

**ARTICLE IISTOCKHOLDERS**

**SECTION 2.1.          Annual Meeting.**

The annual meeting of the stockholders of the Corporation shall be heldon such date commencing in the year 1999 and at such place and time as may befixed by resolution of the Board of Directors.

**SECTION 2.2.          Special Meeting.**

Subject to the rights of the holders of any series of stock having apreference over the Common Stock of the Corporation as to dividends or uponliquidation (“Preferred Stock”) with respect to such series of Preferred Stock,special meetings of the stockholders may be called only by the Chairman of theBoard or by the Board of Directors pursuant to a resolution adopted by amajority of the total number of directors which the Corporation would have ifthere were no vacancies (the “Whole Board”).

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**SECTION 2.3.          Place of Meeting.**

The Board of Directors or the Chairman of the Board,as the case may be, may designate the place of meeting for any annual meetingor for any special meeting of the stockholders called by the Board of Directorsor the Chairman of the Board.  If nodesignation is so made, the place of meeting shall be the principal office ofthe Corporation.

**SECTION 2.4.          Notice of Meeting.**

Written or printed notice, stating the place, day, and hour of themeeting and the purpose or purposes for which the meeting is called, shall bedelivered by the Corporation not less than ten (10) days nor more than sixty(60) days before the date of the meeting, either personally or by mail, to eachstockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail with postage thereonprepaid, addressed to the stockholder at his, her, or its address as it appearson the stock transfer books of the Corporation. Such further notice shall be given as may be required by law.  Only such business shall be conducted at aspecial meeting of stockholders as shall have been brought before the meetingpursuant to the Corporation’s notice of meeting.  Meetings may be held without notice if allstockholders entitled to vote are present, or if notice is waived by those notpresent in accordance with Section 7.4 of these By-Laws.  Any previously scheduled meeting of thestockholders may be postponed, and (unless the Certificate of Incorporationotherwise provides) any special meeting of the stockholders may be canceled, byresolution of the Board of Directors upon public notice given prior to the datepreviously scheduled for such meeting of stockholders.

**SECTION 2.5.          Quorum and Adjournment.**

Except as otherwise provided by law or by the Certificate ofIncorporation, the holders of a majority of the outstanding shares of theCorporation entitled to vote generally in the election of directors (the “VotingStock”), represented in person or by proxy, shall constitute a quorum at ameeting of stockholders, except that when specified business is to be voted onby a class or series of stock voting as a class, the holders of a majority ofthe shares of such class or series shall constitute a quorum of such class orseries for the transaction of such business. The Chairman of the meeting or a majority of the shares so representedmay adjourn the meeting from time to time, whether or not there is such aquorum.  No notice of the time and placeof adjourned meetings need be given except as required by law.  The stockholders present at a duly calledmeeting at which a quorum is present may continue to transact business untiladjournment, notwithstanding the withdrawal of enough stockholders to leaveless than a quorum.

**SECTION 2.6.          Proxies.**

At all meetings of stockholders, a stockholder may vote by proxyexecuted in writing (or in such other manner prescribed by the GeneralCorporation Law of the State of Delaware) by the stockholder, or by his dulyauthorized attorney in fact.

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**SECTION 2.7.          Notice of Stockholder Business andNominations.**

**A.  Annual Meetings ofStockholders.**

(1)     Nominations of persons forelection to the Board of Directors of the Corporation and the proposal ofbusiness to be considered by the stockholders may be made at an annual meetingof stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by orat the direction of the Board of Directors, or (c) by any stockholder of theCorporation who was a stockholder of record at the time of giving of noticeprovided for in this By-Law, who is entitled to vote at the meeting, and whocomplies with the notice procedures set forth in this By-Law.

(2)     For nominations or otherbusiness to be properly brought before an annual meeting by a stockholderpursuant to clause (c) of paragraph A.(1) of this By-Law, the stockholder musthave given timely notice thereof in writing to the Secretary of the Corporationand such other business must otherwise be a proper matter for stockholderaction.  To be timely, a stockholder’snotice shall be delivered to the Secretary at the principal executive officesof the Corporation not later than the close of business on the 90th day nor earlier than the closeof business on the 120th dayprior to the first anniversary of the preceding year’s annual meeting;provided, however, that in the event that the date of the annual meeting ismore than 30 days before or more than 60 days after such anniversary date,notice by the stockholder to be timely must be so delivered not earlier thanthe close of business on the 120th day prior to such annual meeting and not laterthan the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on whichpublic announcement of the date of such meeting is first made by theCorporation.  In no event shall thepublic announcement of an adjournment of an annual meeting commence a new timeperiod for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth (a)as to each person whom the stockholder proposes to nominate for election orre-election as a director, all information relating to such person that isrequired to be disclosed in solicitations of proxies for election of directorsin an election contest, or is otherwise required, in each case pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)  (including such person’s writtenconsent to being named in the proxy statement as a nominee and to serving as adirector if elected); (b) as to any other business that the stockholderproposes to bring before the meeting, a brief description of the businessdesired to be brought before the meeting, the reasons for conducting suchbusiness at the meeting, and any material interest in such business of suchstockholder and the beneficial owner, if any, on whose behalf the proposal ismade; and (c) as to the stockholder giving the notice and the beneficial owner,if any, on whose behalf the nomination or proposal is made, (i) the name andaddress of such stockholder, as they appear on the Corporation’s books, and ofsuch beneficial owner and (ii) the class and number of shares of theCorporation which are owned beneficially and of record by such stockholder andsuch beneficial owner.

(3)     Notwithstanding anythingin the second sentence of paragraph A.(2) of this By-Law to the contrary, inthe event that the number of directors to be elected to the 

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Boardof Directors of the Corporation is increased and there is no publicannouncement by the Corporation naming all of the nominees for director orspecifying the size of the increased Board of Directors at least 100 days priorto the first anniversary of the preceding year’s annual meeting, a stockholder’snotice required by this By-Law shall also be considered timely, but only withrespect to nominees for any new positions created by such increase, if it shallbe delivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the 10th day following the day on whichsuch public announcement is first made by the Corporation.

**B.  Special Meetings ofStockholders.**

Only such business shall be conducted at a special meeting ofstockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. Nominations of persons for election to the Board of Directors may bemade at a special meeting of stockholders at which directors are to be electedpursuant to the Corporation’s notice of meeting (a) by or at the direction ofthe Board of Directors or (b) provided that the Board of Directors hasdetermined that directors shall be elected at such meeting, by any stockholderof the Corporation who is a stockholder of record at the time of giving ofnotice provided for in this By-Law, who shall be entitled to vote at themeeting and who complies with the notice procedures set forth in this By-Law.  In the event the Corporation calls a specialmeeting of stockholders for the purpose of electing one or more directors tothe Board of Directors, any such stockholder may nominate a person or persons(as the case may be), for election to such position(s) as specified in theCorporation’s notice of meeting, if the stockholder’s notice required byparagraph A.(2) of this By-Law shall be delivered to the Secretary at theprincipal executive offices of the Corporation not earlier than the close ofbusiness on the 120th dayprior to such special meeting and not later than the close of business on thelater of the 90th dayprior to such special meeting or the 10th day following the day on which publicannouncement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement ofan adjournment of a special meeting commence a new time period for the givingof a stockholder’s notice as described above.

**C.  General.**

(1)     Only such persons who arenominated in accordance with the procedures set forth in this By-Law shall beeligible to serve as directors and only such business shall be conducted at ameeting of stockholders as shall have been brought before the meeting inaccordance with the procedures set forth in this By-Law.  Except as otherwise provided by law, theChairman of the meeting shall have the power and duty to determine whether anomination or any business proposed to be brought before the meeting was madeor proposed, as the case may be, in accordance with the procedures set forth inthis By-Law and, if any proposed nomination or business is not in compliancewith this By-Law, to declare that such defective proposal or nomination shallbe disregarded.

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(2)     For purposes of thisBy-Law, “public announcement” shall mean disclosure in a press release reportedby the Dow Jones News Service, Associated Press, or comparable national newsservice or in a document publicly filed by the Corporation with the Securitiesand Exchange Commission pursuant to Section 13, 14, or 15(d) of the ExchangeAct.

(3)     Notwithstanding theforegoing provisions of this By-Law, a stockholder shall also comply with allapplicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth in this By-Law.  Nothing in this By-Law shall be deemed toaffect any rights (a) of stockholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or(b) of the holders of any series of Preferred Stock to elect directors underspecified circumstances.

**SECTION****2.8.          Procedure for Election of Directors;Required Vote.**

Election of directors at all meetings of the stockholders at whichdirectors are to be elected shall be by ballot. Subject to the rights of the holders of any series of Preferred Stock toelect directors under specified circumstances, each director to be elected bystockholders shall be elected by the vote of the majority of the votes cast atany meeting for the election of directors at which a quorum is present.  For purposes of this Section 2.8, “a majorityof the votes cast” shall mean that the number of shares voted “for” a directornominee’s election exceeds 50% of the number of votes cast with respect to thatnominee’s election or, in the case where the number of nominees exceeds thenumber of directors to be elected, cast with respect to election of directorsgenerally.  “Votes cast” (a) shallinclude, as to each nominee, (i) votes cast “for” such nominee’s election and(ii) instructions to withhold authority to vote “for” such nominee’s electionin all proxies submitted in connection with such election and (b) shall excludeabstentions with respect to that nominee’s election or, in the case where thenumber of nominees exceeds the number of directors to be elected, abstentionswith respect to election of directors generally.  Except as otherwise provided by law, theCertificate of Incorporation, or these By-Laws, in all matters other than the electionof directors, the affirmative vote of a majority of the shares present inperson or represented by proxy at the meeting and entitled to vote on thematter shall be the act of the stockholders.

**SECTION****2.9.          Inspectors of Elections; Opening andClosing the Polls.**

The Board of Directors by resolution shall appoint one or moreinspectors, which inspector or inspectors may include individuals who serve theCorporation in other capacities, including, without limitation, as officers,employees, agents or representatives, to act at the meetings of stockholdersand make a written report thereof.  Oneor more persons may be designated as alternate inspectors to replace anyinspector who fails to act.  If noinspector or alternate has been appointed to act or is able to act at a meetingof stockholders, the Chairman of the meeting shall appoint one or moreinspectors to act at the meeting.  Eachinspector, before discharging his or her duties, shall take and sign an oath faithfullyto execute the duties of inspector with strict impartiality and according tothe best of his or her ability.  Theinspector(s) shall have the duties prescribed by law.

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The Chairman or the Secretary of the meeting shall fix and announce atthe meeting the date and time of the opening and the closing of the polls foreach matter upon which the stockholders will vote at a meeting.

**SECTION****2.10.**        **No Stockholder Action byWritten Consent.**

Subject to the rights of the holders of any series of Preferred Stockwith respect to such series of Preferred Stock, any action required orpermitted to be taken by the stockholders of the Corporation must be effectedat an annual or special meeting of stockholders of the Corporation and may notbe effected by any consent in writing by such stockholders.

**ARTICLE IIIBOARD OF DIRECTORS**

**SECTION 3.1.          GeneralPowers.**

The business and affairs of the Corporation shall be managed under thedirection of the Board of Directors.  Inaddition to the powers and authorities by these By-Laws expressly conferredupon them, the Board of Directors may exercise all such powers of theCorporation and do all such lawful acts and things as are not by statute or bythe Certificate of Incorporation or by these By-Laws required to be exercisedor done by the stockholders.

**SECTION 3.2.          Number,Tenure, and Qualifications.**

Subject to the rights of the holders of any series of Preferred Stockto elect directors under specified circumstances, the number of directors shallbe fixed from time to time exclusively pursuant to a resolution adopted by amajority of the Whole Board.  Subject tothe rights of the holders of any series of Preferred Stock to elect directorsunder specified circumstances, at each annual meeting of stockholders, (i) eachdirector shall stand for election and shall be elected for a term of office toexpire at the next succeeding annual meeting of stockholders after theirelection, with each director to hold office until his or her successor shallhave been duly elected and qualified, and (ii) if authorized by a resolution ofthe Board of Directors, directors may be elected to fill any vacancy on theBoard of Directors, regardless of how such vacancy shall have been created.

**SECTION 3.3.          RegularMeetings.**

A regular meeting of the Board of Directors shall be held immediatelyafter the annual meeting of stockholders without other notice than thisBy-Law.  Regular meetings of thedirectors may be held without notice at such place and times as shall bedetermined from time to time by the Board of Directors.

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**SECTION 3.4.          SpecialMeetings.**

Special meetings of the Board of Directors shall becalled at the request of the Chairman of the Board, the President, or amajority of the Board of Directors then in office.  The person or persons authorized to callspecial meetings of the Board of Directors may fix the place and time of themeetings.

**SECTION 3.5.          Notice.**

Notice of any special meeting of directors shall be given to eachdirector at his or her business or residence in writing by hand delivery,first-class or overnight mail or courier service, telegram or facsimiletransmission, electronic mail, or orally by telephone.  If mailed by first-class mail, such noticeshall be deemed adequately delivered when deposited in the United States mailsso addressed, with postage thereon prepaid, at least five (5) days before suchmeeting.  If by telegram, overnight mail,or courier service, such notice shall be deemed adequately delivered when thetelegram is delivered to the telegraph corporation or the notice is deliveredto the overnight mail or courier service corporation at least twenty-four (24)hours before such meeting.  If byfacsimile transmission or electronic mail, such notice shall be deemedadequately delivered when the notice is transmitted at least twelve (12) hoursbefore such meeting.  If by telephone orby hand delivery, the notice shall be given at least twelve (12) hours prior tothe time set for the meeting.  Neitherthe business to be transacted at, nor the purpose of, any regular or specialmeeting of the Board of Directors need be specified in the notice of suchmeeting, except for amendments to these By-Laws, as provided under Section8.1.  A meeting may be held at any timewithout notice if all the directors are present or if those not present waivenotice of the meeting in accordance with Section 7.4 of these By-Laws.

**SECTION 3.6.          Actionby Consent of Board of Directors.**

Any action required or permitted to be taken at any meeting of theBoard of Directors or of any committee thereof may be taken without a meetingif all members of the Board or committee, as the case may be, consent theretoin writing, and the writing or writings are filed with the minutes ofproceedings of the Board or committee.

**SECTION****3.7.         Conference TelephoneMeetings.**

Members of the Board of Directors, or any committee thereof, mayparticipate in a meeting of the Board of Directors or such committee by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at such meeting.

**SECTION 3.8.          Quorum.**

Subject to Section 3.9, a whole number of directors equal to at least amajority of the Whole Board shall constitute a quorum for the transaction ofbusiness, but if at any 

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meeting of the Board of Directors there shall be less than a quorumpresent, a majority of the directors present may adjourn the meeting from timeto time without further notice.  The actof the majority of the directors present at a meeting at which a quorum ispresent shall be the act of the Board of Directors.  The directors present at a duly organizedmeeting may continue to transact business until adjournment, notwithstandingthe withdrawal of enough directors to leave less than a quorum.

**SECTION 3.9.          Vacancies.**

Subject to applicable law and the rights of the holders of any seriesof Preferred Stock with respect to such series of Preferred Stock, and unlessthe Board of Directors otherwise determines, vacancies resulting from death,resignation, retirement, disqualification, removal from office or other cause,and newly created directorships resulting from any increase in the authorizednumber of directors, may be filled only by the affirmative vote of a majorityof the remaining directors, though less than a quorum of the Board ofDirectors, and directors so chosen shall hold office for a term expiring at thenext annual meeting of stockholders and until any such director’s successorshall have been duly elected and qualified.  No decrease in the number of authorizeddirectors constituting the Whole Board shall shorten the term of any incumbentdirector.

**SECTION 3.10.**        **Executiveand Other Committees.**

The Board of Directors may, by resolution adopted by a majority of theWhole Board, designate an Executive Committee to exercise, subject toapplicable provisions of law, all the powers of the Board in the management ofthe business and affairs of the Corporation when the Board is not in session,including without limitation the power to declare dividends, to authorize theissuance of the Corporation’s capital stock and to adopt a certificate ofownership and merger pursuant to Section 253 of the General Corporation Law ofthe State of Delaware, and may, by resolution similarly adopted, designate oneor more other committees.  The ExecutiveCommittee and each such other committee shall consist of two or more directorsof the Corporation.  The Board maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee.  Any such committee, other than the ExecutiveCommittee (the powers of which are expressly provided for herein), may to theextent permitted by law exercise such powers and shall have suchresponsibilities as shall be specified in the designating resolution.  In the absence or disqualification of anymember of such committee or committees, the member or members thereof presentat any meeting and not disqualified from voting, whether or not constituting aquorum, may unanimously appoint another member of the Board to act at themeeting in the place of any such absent or disqualified member.  Each committee shall keep written minutes ofits proceedings and shall report such proceedings to the Board when required.

A majority of any committee may determine its action and fix the timeand place of its meetings, unless the Board shall otherwise provide.  Notice of such meetings shall be given toeach member of the committee in the manner provided for in Section 3.5 of theseBy-Laws.  The Board shall have power atany time to fill vacancies in, to change the membership of, or to dissolve anysuch committee.  Nothing herein shall bedeemed to 

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prevent the Board from appointing one or more committees consisting inwhole or in part of persons who are not directors of the Corporation; provided,however, that no such committee shall have or may exercise any authority of theBoard.

**SECTION 3.11.        Removal.**

Subject to the rights of the holders of any series of Preferred Stockwith respect to such series of Preferred Stock, any director, or the entireBoard of Directors, may be removed from office at any time by the affirmativevote of the holders of at least a majority of the voting power of all of thethen outstanding shares of Voting Stock, voting together as a single class.

**SECTION 3.12.        Records.**

The Board of Directors shall cause to be kept a record containing theminutes of the proceedings of the meetings of the Board and of thestockholders, appropriate stock books and registers and such books of recordsand accounts as may be necessary for the proper conduct of the business of theCorporation.

**SECTION 3.13.        AdvisoryDirectors.**

The Board of Directors may elect one or more advisory directors whoshall have such powers and shall perform such duties as the directors shallassign to them.  Advisory directorsshall, upon election, serve until the next annual meeting of stockholders.  Advisory directors shall receive notices ofall meetings of the Board of Directors in the same manner and at the same timeas the directors.  They shall attend saidmeetings referred to in said notices in an advisory capacity, but will not casta vote or be counted to determine a quorum. Any advisory directors may be removed either with or without cause, by amajority of the directors at the time in office, at any regular or specialmeeting of the Board of Directors.

Nothing herein contained shall be construed to preclude any advisorydirector from serving the Corporation in any other capacity as an officer,agent, or otherwise.

**ARTICLE IVOFFICERS**

**SECTION 4.1.          Officers.**

The officers of the Corporation shall consist of a Chairman of theBoard, a Chief Executive Officer, a Secretary, a Treasurer, and, if deemednecessary, expedient, or desirable by the Board of Directors, a President, aVice Chairman of the Board, one or more Chief Operating Officers, one or moreVice Presidents (one or more of whom may be designated Executive or Senior VicePresident), one or more Assistant Secretaries, and one or more AssistantTreasurers.  Except as may otherwise beprovided in the resolution of the Board of Directors choosing him or her, noofficer other than the Chairman or Vice 

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Chairman of the Board, if any, need be a director.  Except as may be limited by law, any numberof offices may be held by the same person, as the directors may determine.

Unless otherwise provided for in the resolution choosing him or her,each officer shall be chosen for a term that shall continue until the meetingof the Board of Directors following the next annual meeting of stockholders anduntil his or her successor shall have been chosen and qualified.

All officers of the Corporation shall have such authority and performsuch duties as shall be prescribed in the By-Laws or in the resolutions of theBoard of Directors designating and choosing such officers and shall have suchadditional authority and duties as are incident to their office except to theextent that such resolutions may be inconsistent therewith.  Any officer may be removed, with or withoutcause, by the Board of Directors.  Anyvacancy in any office may be filled by the Board of Directors.

**SECTION 4.2.          OtherOfficers and Agents.**

The Board of Directors may appoint such other officers and agents as itmay deem advisable, who shall hold their offices for such terms and shallexercise such powers and perform such duties as shall be determined from timeto time by the Board of Directors.  TheChief Executive Officer may appoint key executives to the position of staffvice president.  Such staff vicepresidents shall not be corporate officers and shall exercise such powers andperform such duties as are assigned to them by the Chief Executive Officer orthe President, if any, or by any other officer of the Corporation designatedfor such purpose by the Chief Executive Officer or President, if any.

**ARTICLE VCAPITAL STOCK**

**SECTION 5.1.          Shares.**

The shares of the capital stock of the Corporation shall be representedby certificates or shall be uncertificated. Each registered holder of shares of capital stock, upon request to theCorporation, shall be provided with a stock certificate, representing thenumber of shares owned by such holder. Absent specific request for such a certificate by the registered owneror transferee thereof, all shares shall be uncertificated upon the originalissuance thereof by the Corporation or upon the surrender for transfer of thecertificate representing such shares to the Corporation or its transfer agent.

**SECTION 5.2.          Certificatesfor Shares of Stock.**

The certificates for shares of stock of the Corporation shall be insuch form, not inconsistent with the Certificate of Incorporation, as shall beapproved by the Board of Directors.  Allcertificates shall be signed, countersigned, and registered in such manner asthe Board of Directors may by resolution prescribe, which resolution may permitany of all of the signatures on such certificates to be in facsimile.

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In case any officer, transfer agent, or registrar who shall have signedor whose facsimile signature has been placed upon any such certificate orcertificates shall cease to be such officer, transfer agent, or registrar ofthe Corporation, whether because of death, resignation, or otherwise, beforesuch certificate or certificates shall have been delivered by the Corporation,such certificate or certificates may nevertheless be issued and delivered asthough the person or persons who signed such certificate or certificates hadnot ceased to be such officer, transfer agent, or registrar of the Corporation.

All certificates for shares of stock shall be consecutively numbered asthe same are issued.  The name of theperson owning the shares represented thereby with the number of such shares andthe date of issue thereof shall be entered on the books of the corporation.

Except as hereinafter provided, all certificates surrendered to theCorporation for transfer shall be canceled and no new certificates oruncertificated shares shall be issued until former certificates for the samenumber of shares have been surrendered and canceled.

**SECTION 5.3.          Lost,Stolen, or Destroyed Certificates.**

No certificate for shares of stock in the Corporation shall be issuedin place of any certificate alleged to have been lost, destroyed, or stolen,except on production of such evidence of such loss, destruction, or theft andon delivery to the Corporation of a bond of indemnity in such amount, upon suchterms, and secured by such surety, as the Board of Directors or the Secretaryof the Corporation may in its, his, or her discretion require.

**SECTION 5.4.          Transferof Shares.**

Upon surrender to the Corporation or to the transfer agent of theCorporation of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignation, or authority to transfer, the Corporationshall issue or cause to be issued uncertificated shares or, if requested by theappropriate person, a new certificate to the person entitled thereto, cancelthe surrendered certificate, and record the transaction upon its books.  Upon receipt of proper transfer instructionsfrom the registered owner of uncertificated shares, such uncertificated sharesshall be canceled and issuance of new equivalent uncertificated shares shall bemade to the person entitled thereto and the transaction shall be recorded uponthe books of the Corporation.

**SECTION 5.5.          Regulations.**

The Board of Directors shall have power and authority to make suchrules and regulations as it may deem expedient concerning the issue, transfer,and registration of uncertificated shares or certificates for shares of stockof the Corporation.

**SECTION 5.6.          StatementsRelating to Uncertificated Securities.**

Within two business days after an issuance, transfer, pledge, orrelease from a pledge of uncertificated shares has been registered, theCorporation shall send to the registered 

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owner thereof and, if shares are or were subject to a registeredpledge, to the registered pledgee, a written notice, signed in such manner asthe Board of Directors may prescribe stating (a) that the Corporation shallfurnish to such person(s) upon request and without charge a full statement ofthe designation, relative rights, preferences and limitations of the shares ofeach class of the Corporation’s stock authorized to be issued and the designation,relative rights, preferences and limitations of each series of preferred stockso far as the same has been fixed and the authority of the Board of Directorsto designate and fix the relative rights, preferences and limitations of otherseries; (b) the number of shares and a description of the issue of which suchshares are a part including the class of shares, and the designation of theseries, if any, which have been issued, transferred, pledged or released from apledge, as the case may be; (c) the name, address, and taxpayer identificationnumber, if any, of the person or persons to which such shares have been issuedor transferred, and, in the case of registration of a pledge or a release froma pledge, of the registered owner and the registered pledgee whose interest isbeing granted or released, (d) any liens or restrictions of the Corporation,and any adverse claims (i) which are embodied in a restraining order,injunction, or other legal process served upon the Corporation at a time and ina manner which afforded it a reasonable opportunity to act on it in accordancewith applicable law, (ii) of which the Corporation has received writtennotification from the registered owner or the registered pledgee at a time andin a manner which afforded it a reasonable opportunity to act on it inaccordance with applicable law, (iii) to which the registration of transfer tothe present registered owner was subject and so noted in a statement sent tosuch person under this paragraph including restrictions on transfer not imposedby the Corporation, and (iv) of which the Corporation is charged with noticefrom a controlling instrument which the Corporation has elected to require asassurance that a necessary endorsement or instruction is genuine and effective,to which the shares are subject or a statement that there are no such liens,restrictions, or adverse claims; and (e) the date the issuance, transfer,pledge, or release from a pledge, as the case may be, was registered.  The Corporation shall maintain a printed copyof the most recent statement sent to a person with respect to uncertificatedshares pursuant to this paragraph.

Within two business days after a transfer of uncertificated shares hasbeen registered, the Corporation shall send to the former registered owner andthe former registered pledgee, if any, a written notice stating (a) the numberof shares and a description of the issue of which such shares are a part,including the class of shares, and the designation of the series, if any, whichhave been transferred; (b) the name, address and taxpayer identificationnumber, if any, of the former registered owner and of the former registeredpledgee, if any; and (c) the date the transfer was registered.

The Corporation shall send to each registered holder and registeredpledgee of uncertificated shares, no less frequently than annually, and at anytime upon the written request of any such person, a dated written noticestating (a) if such notice is to the registered owner, the number of shares anda description of the issue of which such shares are a part, including the classof shares, and the designation of the series, if any, registered in the name ofsuch registered owner on the date of the statement; (b) the name, address, andtaxpayer identification number, if any, of the registered owner; (c) the name,address and taxpayer identification number, if any, of any registered pledgeeand the number of 

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shares subject to the pledge; and (d) any liens or restrictions of theCorporation and any adverse claims (i) which are embodied in a restrainingorder, injunction, or other legal process served upon the Corporation at a timeand in a manner which afforded it a reasonable opportunity to act on it inaccordance with applicable law, (ii) of which the Corporation has receivedwritten notification from the registered owner or the registered pledgee at atime and in a manner which afforded it a reasonable opportunity to act on it inaccordance with applicable law, (iii) to which the registration of transfer tothe present registered owner was subject and so noted in a statement sent tosuch person under this paragraph, including restrictions on transfer notimposed by the Corporation, and (iv) of which the Corporation is charged withnotice from a controlling instrument which the Corporation has elected torequire as assurance that a necessary endorsement or instruction is genuine andeffective, to which the shares are subject or a statement that there are nosuch liens, restrictions or adverse claims.

Each notice sent pursuant to this Section 5.6 shall bear a legendsubstantially as follows:  This statementis merely a record of the rights of the addressee as of the time of itsissuance.  Delivery of the statement, ofitself, confers no rights upon the recipient. This statement is neither a negotiable instrument nor a security.

**ARTICLE VIINDEMNIFICATION; ADVANCE OF EXPENSES**

**SECTION 6.1.          Right to Indemnification.**

A.    Eachperson who was or is made a party or is threatened to be made a party to or isinvolved in any action, suit, or proceeding, whether civil, criminal,administrative, or investigative (hereinafter a “proceeding”) by reason of thefact that he or she or a person of whom he or she is the legal representativeis or was a director or officer of the Corporation or is or was serving at therequest of the Corporation as a director, officer, employee, or agent ofanother corporation or of a partnership, joint venture, trust, or otherenterprise, including service with respect to employee benefit plans maintainedor sponsored by the Corporation, whether the basis of such proceeding isalleged action in an official capacity as a director, officer, employee, oragent or in any other capacity while serving as a director, officer, employee,or agent, shall be indemnified and held harmless by the Corporation to thefullest extent authorized by the General Corporation Law of the State ofDelaware as the same exists or may hereafter be amended (but, in the case ofany such amendment, only to the extent that such amendment permits theCorporation to provide broader indemnification rights than said law permittedthe Corporation to provide prior to such amendment), against all expense,liability, and loss (including attorneys’ fees, judgments, fines, ERISA excisetaxes or penalties, and amounts paid or to be paid in settlement) reasonablyincurred or suffered by such person in connection therewith and suchindemnification shall continue as to a person who has ceased to be a director,officer, employee, or agent and shall inure to the benefit of his or her heirs,executors, and administrators; provided, however, that except asprovided in Section 6.2.B. of this Article VI, the Corporation shall indemnifyany such person seeking indemnification in connection with a proceeding (orpart thereof) initiated by such person only if such proceeding (or partthereof) was authorized by the Board of Directors.

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B.    Eachperson referred to in Section 6.1.A. of this Article VI shall be paid by theCorporation the expenses incurred in connection with any proceeding in advanceof its final disposition, such advances to be paid by the Corporation within 20days after the receipt by the Corporation of a statement or statements from theclaimant requesting such advance or advances from time to time; provided,however, that if the General Corporation Law of the State of Delawarerequires, the advancement of such expenses incurred by a director or officer inhis or her capacity as a director or officer (and not in any other capacity inwhich service was or is rendered by such person while a director or officer,including, without limitation, service to an employee benefit plan) prior tothe final disposition of a proceeding, shall be made only upon delivery to theCorporation of an undertaking by or on behalf of such director or officer, torepay all amounts so advanced if it shall ultimately be determined that suchdirector or officer is not entitled to be indemnified under this Article VI orotherwise.

C.    The rightto indemnification conferred in this Article VI and the right to be paid by theCorporation the expenses incurred in connection with any such proceeding inadvance of its final disposition conferred in this Article VI each shall be acontract right.

**SECTION****6.2.          Procedure to Obtain Indemnification.**

A.    To obtainindemnification under this Article VI, a claimant shall submit to theCorporation a written request, including therein or therewith suchdocumentation and information as is reasonably available to the claimant and isreasonably necessary to determine whether and to what extent the claimant isentitled to indemnification.  Uponwritten request by a claimant for indemnification pursuant to the firstsentence of this Section 6.2.A., a determination, if required by applicablelaw, with respect to the claimant’s entitlement thereto shall be made asfollows:  (1) if requested by theclaimant, by Independent Counsel (as hereinafter defined) or (2) if no requestis made by the claimant for a determination by Independent Counsel, (a) by theBoard of Directors by a majority vote of a quorum consisting of DisinterestedDirectors (as hereinafter defined) or (b) if a quorum of the Board of Directorsconsisting of Disinterested Directors is not obtainable or, even if obtainable,such quorum of Disinterested Directors so directs, by Independent Counsel in awritten opinion to the Board of Directors, a copy of which shall be deliveredto the claimant, or (c) if a quorum of Disinterested Directors so directs, bythe stockholders of the Corporation.  Inthe event the determination of entitlement to indemnification is to be made byIndependent Counsel at the request of the claimant, the Independent Counselshall be selected by the Board of Directors unless there shall have occurredwithin six years prior to the date of the commencement of the action, suit, orproceeding for which indemnification is claimed a “Change of Control” asdefined in the Corporation’s 1997 Stock Incentive Plan, in which case theIndependent Counsel shall be selected by the claimant unless the claimant shallrequest that such selection be made by the Board of Directors.  If it is so determined that the claimant isentitled to indemnification, payment to the claimant shall be made within 10days after such determination.

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B.    If aclaim under Section 6.1 of this Article VI is not paid in full by theCorporation within 30 days after a written claim pursuant to Section 6.2.A. ofthis Article VI has been received by the Corporation or, in the case of a claimpursuant to Section 6.1.B., within the 20-day period provided therein, theclaimant may at any time thereafter bring suit against the Corporation torecover the unpaid amount of the claim and, if successful in whole or in part,the claimant shall be entitled to be paid also the expense of prosecuting suchclaim.  It shall be a defense to any suchaction (other than an action brought to enforce a claim for expenses incurredin defending any proceeding in advance of its final disposition where therequired undertaking, if any is required, has been tendered to the Corporation)that the claimant has not met the standard of conduct which makes itpermissible under the General Corporation Law of the State of Delaware for theCorporation to indemnify the claimant for the amount of the claims, but theburden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation(including its Board of Directors, Independent Counsel, or stockholders) tohave made a determination prior to the commencement of such action thatindemnification of the claimant is proper in the circumstances because he orshe has met the applicable standard of conduct set forth in the GeneralCorporation Law of the State of Delaware, nor an actual determination by theCorporation (including its Board of Directors, Independent Counsel, orstockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct.

C.    If a determinationshall have been made pursuant to Section 6.2.A. of this Article VI that theclaimant is entitled to indemnification, the Corporation shall be bound by suchdetermination in any judicial proceeding commenced pursuant to Section 6.2.B.of this Article VI.

D.    TheCorporation shall be precluded from asserting in any judicial proceedingcommenced pursuant to Section 6.2.B. of this Article VI that the procedures andpresumptions of this Article VI are not valid, binding, and enforceable andshall stipulate in such proceeding that the Corporation is bound by all theprovisions of this Article VI.

**SECTION 6.3.          No Diminution of Rights.**

The right to indemnification and the payment of expenses incurred indefending a proceeding in advance of its final disposition conferred in thisArticle VI shall not be exclusive of any other right which any person may haveor hereafter acquire under any statute, provision of the Certificate ofIncorporation, By-Laws, agreement, vote of stockholders or Disinterested Directors,or otherwise.  No repeal or modificationof this Article VI shall in any way diminish or adversely affect the rights ofany director, officer, employee, or agent of the Corporation hereunder inrespect of any occurrence of matter arising prior to any such repeal ormodification.

**SECTION 6.4.          Insurance.**

The Corporation may maintain insurance, at its expense, to protectitself and any director, officer, employee, or agent of the Corporation or anyperson serving at the request of the 

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Corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust, or other enterprise against anyexpense, liability, or loss, whether or not the Corporation would have thepower to indemnify such person against such expense, liability, or loss underthe General Corporation Law of the State of Delaware.  To the extent that the Corporation maintainsany policy or policies providing such insurance, each such director or officer,and each such agent or employee to which rights to indemnification have beengranted as provided in Section 6.5 of this Article VI, shall be covered by suchpolicy or policies in accordance with its or their terms to the maximum extentof the coverage thereunder for any such director, officer, employee, or agent.

**SECTION 6.5.          Discretionary Indemnification.**

The Corporation may, to the extent authorized from time to time by theBoard of Directors, grant rights to indemnification, and rights to be paid bythe Corporation and the expenses incurred in defending any proceeding inadvance of its final disposition, to any employee or agent of the Corporationto the fullest extent of the provisions of this Article VI with respect to theindemnification and advancement of expenses of directors and officers of the Corporation.

**SECTION 6.6.          Enforceability.**

If any provision or provisions of this Article VI shall be held to beinvalid, illegal, or unenforceable for any reason whatsoever:  (a) the validity, legality, and enforceability of the remaining provisionsof this Article VI (including, without limitation, each portion of any sectionof this Article VI containing any such provision held to be invalid, illegal,or unenforceable, that is not itself held to be invalid, illegal, orunenforceable) shall not in any way be affected or impaired thereby; and (b) tothe fullest extent possible, the provisions of this Article VI (including,without limitation, each such portion of any section of this Article VIcontaining any such provision held to be invalid, illegal, or unenforceable)shall be construed so as to give effect to the intent manifested by theprovision held invalid, illegal, or unenforceable.

**SECTION 6.7.          Certain Definitions.**

For purposes of this Article VI:

(a)     “DisinterestedDirector” means a director of the Corporation who is not and was not a party tothe matter in respect of which indemnification is sought by the claimant.

(b)     “IndependentCounsel” means a law firm that is nationally recognized for its experience inmatters of Delaware corporation law and shall not include any person who, underthe applicable standards of professional conduct then prevailing, would have aconflict of interest in representing either the Corporation or the claimant inan action to determine the claimant’s rights under this Article VI.

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**SECTION 6.8.          Notices.**

Any notice, request, or other communication requiredor permitted to be given to the Corporation under this Article VI shall be inwriting and either delivered in person or sent by telecopy, telex, telegram,electronic mail, overnight mail or courier service, or certified or registeredmail, postage prepaid, return receipt requested, to the Secretary of theCorporation.

**ARTICLE VIIMISCELLANEOUS PROVISIONS**

**SECTION 7.1.          FiscalYear.**

The fiscal year of the Corporation shall begin on the first day ofJanuary and end on the thirty-first day of December of each year.

**SECTION 7.2.          Dividends.**

The Board of Directors may from time to time declare, and theCorporation may pay, dividends on its outstanding shares in the manner and uponthe terms and conditions provided by law and the Certificate of Incorporation.

**SECTION 7.3.          Seal.**

The corporate seal shall have inscribed thereon the words “CorporateSeal,” the year of incorporation and around the margin thereof the words “Intermec,Inc. - Delaware.”

**SECTION 7.4.          Waiverof Notice.**

Whenever any notice is required to be given to any stockholder ordirector of the Corporation under the provisions of the General Corporation Lawof the State of Delaware or these By-Laws, a waiver thereof in writing, signedby the person or persons entitled to such notice, whether before or after thetime stated therein, shall be deemed equivalent to the giving of suchnotice.  Neither the business to betransacted at, nor the purpose of, any annual or special meeting of thestockholders or the Board of Directors or committee thereof need be specifiedin any waiver of notice of such meeting.

**SECTION 7.5.          Audits.**

The accounts, books, and records of the Corporation shall be auditedupon the conclusion of each fiscal year by an independent certified publicaccountant selected by the Board of Directors, and it shall be the duty of theBoard of Directors to cause such audit to be done annually.

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**SECTION 7.6.          Resignations.**

Any director of any officer, whether elected or appointed,may resign at any time by giving written notice of such resignation to theChairman of the Board, the President, if any, or the Secretary, and suchresignation shall be deemed to be effective as of the close of business on thedate said notice is received by the Chairman of the Board, the President, ifany, or the Secretary, or at such later time as is specified therein.  No formal action shall be required of theBoard of Directors or the stockholders to make any such resignation effective.

**SECTION 7.7.          Proxies.**

Unless otherwise provided by resolution adopted by the Board ofDirectors, the Chairman of the Board, the President, if any, or any VicePresident may from time to time appoint an attorney or attorneys or agent oragents of the Corporation, in the name and on behalf of the Corporation, tocast the votes which the Corporation may be entitled to cast as the holder ofstock or other securities in any other corporation, any of whose stock or othersecurities may be held by the Corporation, at meetings of the holders of thestock or other securities of such other corporation, or to consent in writing,in the name of the Corporation as such holder, to any action by such othercorporation, and may instruct the person or persons so appointed as to the mannerof casting such votes or giving such consent, and may execute or cause to beexecuted in the name and on behalf of the Corporation and under its corporateseal or otherwise, all such written proxies or other instruments as he or shemay deem necessary or proper in the premises.

**ARTICLE VIIIAMENDMENTS**

**SECTION 8.1.          Amendments.**

These By-Laws may be altered, amended, or repealed at any meeting ofthe Board of Directors or of the stockholders, provided notice of the proposedchange was given in the notice of the meeting and, in the case of a meeting ofthe Board of Directors, in a notice given not less than two days prior to themeeting; provided, however, that, in the case of amendments by stockholders,notwithstanding any other provisions of these By-Laws or any provision of lawwhich might otherwise permit a lesser vote or no vote, but in addition to anyaffirmative vote of the holders of any particular class or series of thecapital stock of the Corporation required by law, the Certificate of Incorporationor these By-Laws, the affirmative vote of the holders of at least 80 percent ofthe voting power of all the then outstanding shares of the Voting Stock, votingtogether as a single class, shall be required to alter, amend, or repeal anyprovision of these By-Laws.

 

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