<PAGE>
                                                                     EXHIBIT 3.2



                         RESTATED AND AMENDED BYLAWS OF
                              VARI-L COMPANY, INC.


<PAGE>
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
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ARTICLE I    Officers.............................................................................................1

                  Section 1.        Offices and Qualification.....................................................1
                  Section 2.        Election and Term.............................................................1
                  Section 3.        Subordinate Officers..........................................................1
                  Section 4.        Removal.......................................................................1
                  Section 5.        Resignation...................................................................1
                  Section 6.        Vacancies.....................................................................1
                  Section 7.        The President.................................................................2
                  Section 8.        The Vice President............................................................2
                  Section 9.        The Secretary.................................................................2
                  Section 10.       The Treasurer.................................................................3
                  Section 11.       The Controller................................................................4
                  Section 12.       The Chief Scientific Officer..................................................5

ARTICLE II   Directors............................................................................................5

                  Section 1.        Number, Election and Term.....................................................5
                  Section 2.        Qualifications................................................................5
                  Section 3.        Duties........................................................................5
                  Section 4.        Chairman of the Board.........................................................6
                  Section 5.        Executive and Other Committees................................................6
                  Section 6.        Annual and Regular Meetings...................................................7
                  Section 7.        Special Meetings..............................................................7
                  Section 8.        Place of Meetings.............................................................7
                  Section 9.        Notice........................................................................7
                  Section 10.       Waiver of Notice and Approval of Action.......................................7
                  Section 11.       Meetings by Conference Telephone or Similar Communications Equipment..........8
                  Section 12.       Action by Directors Without a Meeting.........................................8
                  Section 13.       Quorum and Manner of Acting...................................................8
                  Section 14.       Compensation of Directors.....................................................8
                  Section 15.       Vacancies.....................................................................8
                  Section 16.       Removal of Directors..........................................................9
                  Section 17.       Resignation...................................................................9

ARTICLE III  Shares...............................................................................................9

                  Section 1.        Certificates..................................................................9
                  Section 2.        Transfers.....................................................................9
                  Section 3.        Lost Certificates.............................................................9
                  Section 4.        Stock Certificate and Transfer Books.........................................10
                  Section 5.        Voting of Shares.............................................................10
                  Section 6.        Closing Transfer Books and Fixing Record Date................................10
</Table>


                                       -i-

<PAGE>
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
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                  Section 7.        Issuance of Fractional Shares or Scrip.......................................11

ARTICLE IV   Shareholders........................................................................................11

                  Section 1.        Annual Meeting...............................................................11
                  Section 2.        Special Meetings.............................................................11
                  Section 3.        Place of Meetings............................................................12
                  Section 4.        Notice of Meetings...........................................................12
                  Section 5.        Meetings by Conference Telephone or Similar Communications Equipment.........12
                  Section 6.        Action by Shareholders Without a Meeting.....................................12
                  Section 7.        Election of Directors........................................................12
                  Section 8.        Quorum and Manner of Acting..................................................12
                  Section 9.        Waiver of Notice and Approval of Action......................................13
                  Section 10.       Order of Business............................................................13

ARTICLE V    Dividends...........................................................................................13

ARTICLE VI   Indemnification.....................................................................................14

                  Section 1.        Definitions..................................................................14
                  Section 2.        Permissive Indemnification of Directors......................................15
                  Section 3.        Mandatory Indemnification of Directors.......................................16
                  Section 4.        Prohibited Indemnification of Directors......................................16
                  Section 5.        Authority for Permissive Indemnification of Directors........................16
                  Section 6.        Advances of Expenses.........................................................16
                  Section 7.        Indemnification of Officers, Employees and Agents............................17
                  Section 8.        Required Notice to Shareholders..............................................17
                  Section 9.        Rights, Powers and Duties Not Exclusive......................................17

ARTICLE VII  Personal Liability..................................................................................18

                  Section 1.        Liability Insurance..........................................................18
                  Section 1.        Colorado Corporation Code....................................................18
                  Section 2.        Corporate-Seal...............................................................18
                  Section 3.        Benefit Program..............................................................18
                  Section 4.        Reimbursement by Officers of Expenses........................................18

ARTICLE IX   Definitions.........................................................................................19

ARTICLE X    Amendments..........................................................................................21
</Table>


                                      -ii-

<PAGE>

                         RESTATED AND AMENDED BYLAWS OF
                              VARI-L COMPANY, INC.


                                    ARTICLE I
                                    Officers

         Section 1. Offices and Qualification. The officers of this Corporation
shall be a president, one or more Vice Presidents, a Secretary, a Treasurer, the
Chairman of the Board a Chief Scientific Officer, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article. One
person may hold any two of said offices (except the same person shall not be
both President and Vice President, or President and Secretary), but no such
officer shall execute, acknowledge or verify any instruments in more than one
capacity if such instrument is required by law or by these Bylaws or by
resolution of the Board of Directors to be executed, acknowledged or verified by
any two or more officers. The officers of this Corporation shall be natural
persons of the age of eighteen (18) years or older.

         Section 2. Election and Term. The officers of this Corporation shall be
elected annually by the Board of Directors at a meeting held immediately after
the annual meeting of shareholders. Election shall be by ballot, and a majority
of the votes cast shall be necessary to elect. Each officer, except such
officers as may be appointed in accordance with the provisions of Section 3 of
this Article, shall hold office until such officer's successor shall have been
duly elected and qualified, or until such officer's death, resignation, or
removal in the manner hereinafter provided.

         Section 3. Subordinate Officers. The Board of Directors may appoint
such other subordinate officers to hold office for such periods of time, have
such authority and perform such duties as may be considered desirable, and the
Board of Directors may delegate to any officer the power to appoint any such
subordinate officers.

         Section 4. Removal. The officers specifically designated in Section 1
of this Article may be removed by the vote of a majority of the whole Board of
Directors at a meeting of the Board called for that purpose whenever in the
Board's judgment the best interests of this Corporation will be served thereby.
The officers appointed in accordance with the provisions of Section 3 of this
Article may be removed, either with or without cause by a majority vote of the
directors present at a meeting called for that purpose, or by the officer to
whom such power of removal may be delegated by the Board of Directors.

         Section 5. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or Secretary of
this Corporation. Any such resignation shall take effect at the time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 6. Vacancies. A vacancy occurring in any office because of
death, resignation, removal, disqualification, or any other cause shall be
filled for the unexpired portion of the term of office by the Board of
Directors, except that in the case of a vacancy occurring in



                                      -1-
<PAGE>

an office filled in accordance with the provisions of Section 3 of this Article,
such vacancy may be filled by any officer to whom such power may be delegated by
the Board of Directors.

         Section 7. The President. The President shall be the active executive
officer of this Corporation and shall exercise detailed supervision over the
business of this Corporation and over its several officers, subject, however, to
the control of the Board of Directors. The President shall preside at meetings
of the shareholders and shall perform all duties as from time to time may be
assigned to the President by the Board of Directors.

         The President shall execute all deeds, conveyances, deeds of trust,
bonds and other contracts under the seal of this Corporation except where
otherwise permitted by law and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of this Corporation.

         Section 8. The Vice President. The Vice President shall perform such
duties as are given to the Vice President by these Bylaws or assigned by the
Board of Directors. The Vice President shall perform all the duties of the
President in Case of the disability or absence of the President and, when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Board of Directors may from time to time appoint more than
one Vice President, each of whom shall perform the duties designated by the
Board of Directors.

         Section 9. The Secretary. The Secretary shall:

                  (a) Keep or cause to be kept correct and complete minutes of
the proceedings of this Corporation's shareholders and Board of Directors and
committees having any of the authority of the Board of Directors;

                  (b) Keep or cause to be kept the seal of this Corporation;

                  (c) Affix the seal to all share certificates and to all
documents requiring such seal;

                  (d) Keep or cause to be kept correct and complete share and
transfer books reflecting the number of shares issued and outstanding, the
manner in which and the time when the consideration for such shares is received,
and the names and addresses of the holders of such shares;

                  (e) Cause to be kept at this Corporation's registered office
or principal place of business or at the office of the transfer agent or
registrar a record of shareholders, setting forth the names and addresses of all
shareholders and the number and class of the shares held by each;

                  (f) Make available to any member of the Board of Directors or
to any person who has been a holder of record of shares for at least three (3)
months immediately preceding his demand or who is the holder of record of at
least five percent (5%) of all outstanding shares of this Corporation upon
written demand stating the purpose thereof, for examination, in person or by
agent or attorney, at any reasonable time and for any proper



                                      -2-
<PAGE>

purpose, this Corporation's books and records of account, minutes, and record of
holders of shares and to make extracts therefrom;

                  (g) Make available at the principal office of this Corporation
at least ten (10) days before each meeting of shareholders and at the time and
place of the meeting of shareholders a complete record of the shareholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order with the address of and the number of shares held by each,
for inspection by any shareholder for any purpose germane to the meeting at any
time during usual business hours and during the whole time of the meeting;

                  (h) Give all notices required by law and these Bylaws;

                  (i) Execute with the President or Vice President share
certificates and other documents requiring attestation and certification by this
Corporation's Secretary; and

                  (j) Perform all duties incident to the office of Secretary and
such other duties as may be assigned to the Secretary by the Board of Directors
or the President.

         Section 10. The Treasurer. The Treasurer shall:

                  (a) Have charge and custody of, and be responsible for, all
funds and securities of this Corporation;

                  (b) Receive and give receipts for moneys due and payable to
this Corporation from any source whatsoever;

                  (c) Keep or cause to be kept correct and complete books and
records of account;

                  (d) Render financial statements upon request to the Board of
Directors;

                  (e) Have charge of, and be responsible for, the preparation
and filing of all tax returns and reports required by law, and the collection
and payment of taxes such as withheld taxes, sales and use taxes, and any other
taxes for which this Corporation may be responsible;

                  (f) In the absence of the Secretary, execute with the
President or a Vice President share certificates; and

                  (g) Perform all duties incident to the office of Treasurer,
and such other duties as may be assigned to the Treasurer by the Board of
Directors or the President. The Treasurer may be required to give a bond for the
faithful performance of such Treasurer's duties in such sum and with such surety
as may be determined by the Board of Directors.



                                      -3-
<PAGE>

         Section 11. The Controller. The controller shall:

                  (a) Subject to the direction of the Treasurer, have
responsibility for the day-to-day management and custody of all funds and
securities of the Corporation;

                  (b) Subject to the direction of the Treasurer, receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever;

                  (c) Subject to the direction of the Treasurer, keep or cause
to be kept correct and complete books and records of account;

                  (d) Subject to the direction of the Treasurer, render
financial statements upon request to the Board of Directors;

                  (e) Subject to the direction of the Treasurer, have
responsibility for the preparation and filing of all tax returns and reports
required by law, and the collection and payment of taxes, such as withheld
taxes, sales and use taxes, and any other taxes for which the Corporation may be
responsible;

                  (f) Subject to the direction of the President, Vice President
and Treasurer, have responsibility for day-to-day communications with, and the
supply of information to, the Corporation's independent accountants, legal
counsel and any other similar or related experts retained by the Corporation;

                  (g) Subject to the direction of the President and Vice
President, have responsibility for providing documents and information,
including but not limited to certificates of compliance, to agencies,
contractors and subcontractors of the United States government in connection
with the Corporation's federal government and government-related contracts, and
for completing and executing such documents on behalf of the Corporation as may
be prudent or necessary;

                  (h) Subject to the direction of the President, Vice President
and Treasurer, have responsibility for the calculation or determination of
acceptable price ranges for the Corporation's products insofar as such prices
are required to conform with or are otherwise limited by, legal, contractual or
regulatory restrictions;

                  (i) Subject to the direction of the President and Vice
President, maintain records and have responsibility for the Corporation's
day-to-day compliance with state and federal laws and regulations relating to
wages and hours, fair employment practices, labor relations, employee benefits,
employee safety and health, and similar or related employee matters;

                  (j) Subject to the direction of the President and Vice
President, have responsibility for day-to-day routine communications with, and
information supplied to, employees, stockholders, insurers and bonding
companies, customers, subcontractors, banks and other financial institutions,
and suppliers;



                                      -4-
<PAGE>

                  (k) Have such other duties and obligations as may be delegated
to the Controller by the Board of Directors, any duly formed committee thereof,
the President, the Vice President or the Treasurer;

                  (l) Notwithstanding the foregoing, the Controller shall have
no borrowing authority without the express approval of the President, the Vice
President or the Treasurer; and

                  (m) Notwithstanding the foregoing, the Controller shall have
no authority to enter into contracts with vendors on behalf of the Corporation
which will incur indebtedness or liability for the Corporation without the
express approval of the Treasurer, the Vice President or the President.

         Section 12. The Chief Scientific Officer. The Chief Scientific Officer
shall have full responsibility for, and supervise all activities of, the
Corporation's Research and Development and Engineering Departments, and shall
supervise all other scientific and technical activities and functions of the
Corporation.

                                   ARTICLE II
                                    Directors

         Section 1. Number, Election and Term. The business and affairs of this
Corporation shall be managed by the Board of Directors, as more fully set forth
in Section 3 of this Article. The Board shall consist of not less than three (3)
directors nor more than nine (9) directors, except that there need be only as
many directors as there are shareholders in the event that the outstanding
shares are held of record by fewer than three (3) shareholders. The number of
directors may be increased or decreased at any time by a majority vote of the
whole Board of Directors, except that no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.

         The Board of Directors shall be elected annually by ballot of the
holders of the shares of the Corporation entitled to vote thereon at the annual
meeting of shareholders for the term of one (1) year and until the election and
qualification of their successors, unless they sooner resign or are removed as
provided by Section 16 of this Article.

         Section 2. Qualifications. Directors shall be natural persons of the
age of eighteen years (18) or older, but need not be residents of the State of
Colorado or shareholders of this Corporation.

         Section 3. Duties. The Board of Directors shall manage the business and
affairs of this Corporation, including the issuance of and fixing consideration
for the sale of shares of this Corporation, reviewing the reports of the
Secretary and Treasurer, auditing all bills and accounts against this
Corporation, fixing or delegating authority to fix the compensation of officers
and employees of this Corporation and managing the assets of this Corporation.
The Board may direct any officer or officers of this Corporation to conduct the
ordinary business of this Corporation. The Board may, from time to time, employ
such persons as the Board may



                                      -5-
<PAGE>

deem necessary for the carrying on of the business of this Corporation, any of
whom may also be officers or directors of this Corporation.

         A director shall perform the duties as a director, including the duties
as a member of any committee of the Board upon which the director may serve, in
good faith, in a manner the director reasonably believes to be in the best
interests of this Corporation, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances. In performing
such duties, a director shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data,
in each case prepared or presented by persons and groups listed in paragraphs
(a), (b), and (c) of this Section; but such director shall not be considered to
be acting in good faith if such director has knowledge concerning the matter in
question that would cause such reliance to be unwarranted. A director who so
performs said duties shall not have any liability by reason of being or having
been a director of this Corporation. Those persons and groups on whose
information, opinions, reports, and statements a director is entitled to rely
are:

                  (a) One or more officers or employees of this Corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;

                  (b) Counsel, public accountants, or other persons as to
matters which the director reasonably believes to be within such persons'
professional or expert competence; or

                  (c) A committee of the Board upon which the director does not
serve, duly designated in accordance with a provision of the Articles of
Incorporation or these Bylaws, as to matters within its designated authority,
which committee the director reasonably believes to merit confidence.

         Section 4. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board who shall serve in such capacity for a term of one (1)
year and until his successor is duly elected and qualified. The Chairman shall
preside at all meetings of the Board of Directors, provide a general direction
for the Board of Directors and shall perform all such duties incident to the
office of Chairman of the Board and such other duties as may be prescribed from
time to time by the Board of Directors. The Chairman of the Board shall be
responsible for formulating the general and long term policies, practices and
strategy of the Corporation.

         Section 5. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate
from among its members an executive or other committees, each of which, to the
extent provided in the resolution or in the Articles of Incorporation or these
Bylaws shall have all of the authority of the Board of Directors, except that no
such committee shall have the authority to (i) declare dividends or
distributions; (ii) approve or recommend to shareholders actions or proposals
required by the Colorado Corporation Code to be approved by shareholders; (iii)
fill vacancies on the Board of Directors or any committee thereof, (iv) amend
these Bylaws; (v) approve a plan of merger; (vi) reduce earned or capital
surplus; (vii) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors; or (viii)
authorize or approve the issuance or sale of, or any contract to issue or sell,
shares or designate the terms of a series of a class of shares, and except that
the Board of Directors, having



                                      -6-
<PAGE>

acted regarding general authorization for the issuance or sale of shares or any
contract therefor and, in the case of a series, the designation thereof, may,
pursuant to a general formula or method specified by the Board by resolution or
by adoption of a stock option or other plan, authorize a committee to fix the
terms of any contract for the sale of the shares and to fix the terms upon which
such shares may be issued or sold, including, without limitation, the price, the
dividend rate, provisions for redemption, sinking fund, conversion, or voting or
preferential rights, and provisions for other features of a class of shares or a
series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all terms thereof and to authorize the statement
of the terms of a series for filing with the Secretary of State under the
Colorado Corporation Code.

         Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the Board of
Directors, not a member of the committee in question, with such director's
responsibility to act in good faith, in a manner the director reasonably
believes to be in the best interests of this Corporation, and with such care as
an ordinarily prudent person in a like position would use under similar
circumstances.

         Section 6. Annual and Regular Meetings. The annual meeting of the Board
of Directors shall be held immediately following the annual meeting of
shareholders. The Board of Directors shall hold regular meetings at such other
time or times as they may from time to time determine.

         Section 7. Special Meetings. Special meetings of the Board of Directors
or any committee designated by the Board, shall be held whenever called by the
President or by any member of the Board.

         Section 8. Place of Meetings. The Board of Directors or any committee
designated by the Board may hold its meetings at such place or places within or
without the State of Colorado as the Board may from time to time determine or as
shall be specified or fixed in the respective notices or waivers of notice of
such meetings.

         Section 9. Notice. Notice of special meetings shall be mailed to each
director or committee person, addressed to the director at the director's
address as it appears on the records of this Corporation, at least three (3)
days before the day on which the meeting is to be held; or shall be sent to the
director at such address by facsimile, electronic mail or delivered personally
not later than one (1) day before the day on which the meeting is to be held.
The notice shall indicate briefly the business to be transacted at or the
purpose of the meeting.

         Section 10. Waiver of Notice and Approval of Action. Attendance of a
director at a meeting constitutes a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Notice may be expressly waived by a writing executed and filed with
the records of the meeting either before or after the holding thereof. No notice
need be given of any adjourned meeting of the Board of Directors.



                                      -7-
<PAGE>

         As to any director who shall sign the minutes of any special or regular
directors' meeting, such meeting shall be deemed to have been legally and duly
called, noticed, held and conducted, and the signature of any director to the
minutes of a meeting shall for all purposes and as to all persons be held to be
an approval of the action thereto.

         Section 11. Meetings by Conference Telephone or Similar Communications
Equipment. Members of the Board or any committee designated by the Board may
participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other at the same time. Such participation shall
constitute presence in person at a meeting.

         Section 12. Action by Directors Without a Meeting. Any action required
by the Colorado Corporation Code to be taken at a meeting of the directors or
committee of the directors or any action which may be taken at a meeting of the
directors or committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all of the directors or
committee members entitled to vote with respect to the subject matter thereof.

         Such consent has the same force and effect as a unanimous vote of the
directors or committee members, as the case may be.

         Section 13. Quorum and Manner of Acting. A majority of the number of
directors shall constitute a quorum for the transaction of business at any
regular or special meeting of the Board of Directors.

         Except as otherwise required by law, by the Articles of Incorporation,
or by these Bylaws, the act of the majority of the directors present at a
meeting at which a quorum is present, shall be the act of the Board of
Directors.

         A director who is present at a meeting of the Board of Directors or a
committee thereof when corporate action is taken is deemed to have assented to
the action taken unless: (i) he objects at the beginning of such meeting to the
holding of the meeting or the transacting of business at the meeting; (ii) he
contemporaneously requests that his dissent from the action taken be entered in
the minutes of such meeting; or (iii) he gives written notice of his dissent to
the presiding officer of such meeting before its adjournment or the Secretary of
this Corporation immediately after adjournment of such meeting. The right to
dissent as to a specific action taken in a meeting of the Board of Directors or
a committee thereof shall not be available to a director who votes in favor of
such action.

         Section 14. Compensation of Directors. The Board of Directors shall
have the authority to fix the compensation of directors. Directors may be
reimbursed for their expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at each meeting of
the Board of Directors or a stated salary as director. Members of special or
executive committees may be allowed like compensation for attending committee
meetings.

         Section 15. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a



                                      -8-
<PAGE>

quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of such director's predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by the affirmative vote of a majority of the directors then in
office or by an election at an annual meeting or at a special meeting of
shareholders called for that purpose. A director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of shareholders and until such director's successor has
been elected and qualified.

         Section 16. Removal of Directors. At a meeting called expressly for
that purpose, directors may be removed in the manner provided in this Section.
The entire Board of Directors or any lesser number may be removed, with or
without cause, by a vote of the holders of the majority of the shares then
entitled to vote at an election of directors. In case any vacancy so created
shall not be filled by the shareholders at such meeting, such vacancy may be
filled by the directors as provided hereinabove.

         If the holders of the shares of any class are entitled to elect one or
more directors by the provisions of the Articles of Incorporation, the
provisions of this Section shall apply, in respect to the removal of a director
or directors so elected, to the vote of the holders of the outstanding shares of
that class and not to the vote of the outstanding shares as a whole.

         Section 17. Resignation. Any director may resign at any time by giving
written notice to the President or the Secretary of this Corporation. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

                                   ARTICLE III
                                     Shares

         Section 1. Certificates. Each shareholder of this Corporation shall be
entitled to a certificate showing the number of fully paid shares of the
Corporation standing on the books in such shareholder's name. Each certificate
shall be numbered, bear the signature of the President, or in case of the
President's inability to act, the signature of the Vice President, and of the
Secretary, or an Assistant Secretary, or the Treasurer, or an Assistant
Treasurer, and the seal of the Corporation, and be issued in numerical order
from the respective share certificate books. A full record of each certificate
for shares as issued shall be entered in the stock transfer books of this
Corporation.

         No certificate shall be issued for any shares until such shares are
fully paid.

         Section 2. Transfers. Transfers of all shares shall be made upon the
proper stock transfer books of this Corporation and must be accompanied by the
surrender of the duly endorsed certificate or certificates representing the
transferred shares, except as provided in Section 3 of this Article. Surrendered
certificates shall be canceled and attached to the stock certificate book and a
new certificate issued to the parties entitled thereto.

         Section 3. Lost Certificates. The Board of Directors may order a new
certificate for shares to be issued in the place of any certificate of this
Corporation alleged to



                                      -9-
<PAGE>

have been lost or destroyed, but in either such case the board may direct that
the owner of the lost certificate shall first cause to be given to this
Corporation a bond in such sum as said board may fix as indemnity against any
loss or claim that this Corporation may incur by reason of the issuance of such
certificate. The Board may, in its discretion, refuse to replace any lost
certificate save upon the order of some court having jurisdiction in such
matters.

         Section 4. Stock Certificate and Transfer Books. The stock certificate
and transfer books of this Corporation shall be kept at its registered office or
principal place of business, or at the office of the transfer agent or registrar
either within or without Colorado, and shall be subject to inspection as
provided by Section 9 of Article I of these Bylaws and by the Colorado
Corporation Code.

         Section 5. Voting of Shares. Unless otherwise provided by the Articles
of Incorporation or a Certificate of Designation, each outstanding share of this
Corporation is entitled to one (1) vote, and each fractional share is entitled
to a corresponding fractional vote on each matter submitted to a vote at a
meeting of shareholders. As more fully set forth in Section 7 of Article IV of
these Bylaws, in the election of directors, each record holder of shares
entitled to vote at such election has the right to vote the number of shares
owned by such record holder for as many persons as there are directors to be
elected, and for whose election such record holder has a right to vote.
Cumulative voting shall not be allowed in the election of directors.

         Neither treasury shares nor shares held by another corporation, if the
majority of the shares entitled to vote for the election of directors of such
other corporation is held by this Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.

         A shareholder may vote either in person or by proxy executed in writing
by the shareholder or by the shareholder's duly authorized attorney-in-fact. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.

         Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the board of directors
of that corporation may approve.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Section 6. Closing Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of this Corporation may provide
that the stock transfer books be closed for a stated period but not to exceed,
in any case, fifty (50) days. If the stock transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.



                                      -10-
<PAGE>

         In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty (50) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken.

         If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring the dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, the determination shall
apply to any adjournment thereof.

         Section 7. Issuance of Fractional Shares or Scrip. The Corporation may,
but shall not be required to, issue fractions of a share. If this Corporation
does not issue fractions of a share, it shall arrange for the disposition of
fractional interests by those entitled thereto, pay in cash the fair value of
fractions of a share as of the time when those entitled to receive such
fractions are determined, or issue scrip in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip aggregating a full share. A certificate for a fractional
share shall, but scrip shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of this Corporation in the event of
liquidation. The Board of Directors may cause such scrip to be issued subject to
the condition that it shall become void if not exchanged for certificates
representing full shares before a specified date, or subject to the condition
that the shares for which the scrip is exchangeable may be sold by this
Corporation and the proceeds thereof distributed to the holders of such scrip,
or subject to any other conditions which the Board of Directors may deem
advisable.

                                   ARTICLE IV
                                  Shareholders

         Section 1. Annual Meeting. The regular annual meeting of shareholders
of this Corporation shall be held on such date and at such time as may be
designated from time to time by the Board of Directors. At the regular annual
meeting of the shareholders, the directors for the ensuing year shall be
elected, the officers of this Corporation shall present their annual reports,
and the secretary shall have on file for inspection and reference a complete
record of shareholders, as provided in Section 9(g) of Article I of these
bylaws.

         Section 2. Special Meetings. Special meetings of the shareholders may
be called by the Board of Directors, the President, the Vice President or the
holders of not less than ten percent (10%) of the outstanding shares entitled to
vote at the meeting. Calls for special meetings shall specify the time, place,
and object or objects thereof, and no other business than that specified in the
call shall be considered in any such meeting.



                                      -11-
<PAGE>

         Section 3. Place of Meetings. The Board of Directors may designate any
place, either within or without the State of Colorado, as the place for any
annual meeting or for any special meeting called by the Board of Directors. If a
special meeting shall be called otherwise than by the Board, or if the Board of
Directors does not designate a place, the place of meeting shall be the
principal office of this Corporation.

         Section 4. Notice of Meetings. Written notice stating the place, date,
and hour of the meeting, and, in case of a special meeting, the purpose for
which the meeting is called, shall be delivered not less than ten (10) nor more
than fifty (50) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary, or the officer
or person calling the meeting, to each shareholder of record entitled to vote at
such meeting, except that if the authorized shares are to be increased, at least
thirty (30) days notice shall be given.

         Section 5. Meetings by Conference Telephone or Similar Communications
Equipment. Shareholders may participate in a meeting by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other at the same time. Such participation shall
constitute presence in person at a meeting.

         Section 6. Action by Shareholders Without a Meeting. Any action
required by the Colorado Corporation Code to be taken at a meeting of
shareholders, or any action which may be taken at a meeting of shareholders may
be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.

         Such consent shall have the same force and effect as a unanimous vote
of the shareholders.

         Section 7. Election of Directors. At each annual meeting of the
shareholders of this Corporation, directors shall be elected to serve until the
next annual meeting and until their successors are duly elected and qualified,
unless they sooner resign or are removed pursuant to these Bylaws. Election of
directors shall be by such of the shareholders as attend the annual meeting,
either in person or by proxy, provided that if the majority of such shares
entitled to vote is not represented, such meeting may be adjourned by the
shareholders present for a period not exceeding sixty (60) days at any one
adjournment. Each shareholder entitled to vote at such election has the right to
vote, in person or by proxy, the number of shares owned by the shareholder for
as many persons as there are directors to be elected and for whose election the
shareholder has a right to vote. Cumulative voting shall not be allowed in the
election of directors.

         Section 8. Quorum and Manner of Acting. Unless otherwise provided in
the Articles of Incorporation or a Certificate of Designation, a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders but in no event shall a quorum consist of
less than one-third of the shares entitled to vote at the meeting. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless the vote of a greater proportion or number or voting by
classes is required by the Colorado



                                      -12-
<PAGE>

Corporation Code, the Articles of Incorporation or a Certificate of Designation.
In the absence of a quorum, those present may adjourn the meeting from day to
day but in no event for a period to exceed sixty (60) days at any one
adjournment.

         Section 9. Waiver of Notice and Approval of Action. When any notice is
required to be given to any shareholder of this Corporation under the provisions
of the Colorado Corporation Code, the Articles of Incorporation, or these
Bylaws, a waiver thereof in writing signed by the person entitled to such
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.

         As to any shareholder who shall sign the minutes of any annual, regular
or special meeting of shareholders, such meeting shall be deemed to have been
legally and duly called, noticed, held and conducted, and the action taken
thereat approved, and the minutes of such shareholders meeting shall be
conclusive for all purposes and as to all persons to be an approval thereof.

         Section 10. Order of Business. The order of business at the annual
meeting, and so far as is practicable at all other meetings of the shareholders,
shall be as follows:

                  (a) Calling of roll;

                  (b) Proof of due notice of meeting or waiver of notice;

                  (c) Reading and disposal of any unapproved minutes;

                  (d) Annual reports of officers and committees;

                  (e) Election of directors;

                  (f) Unfinished business;

                  (g) New business; and

                  (h) Adjournment.

                                    ARTICLE V
                                    Dividends

         The Board of Directors may, from time to time, declare and this
Corporation may pay dividends in cash, property, or its own shares, except when
this Corporation is insolvent or when the payment thereof would render this
Corporation insolvent or when the declaration or payment thereof would be
contrary to any restrictions contained in the Articles of Incorporation, subject
to the following provisions:

                  (a) Dividends may be paid out of this Corporation's net assets
in excess of its stated capital; except that no such dividends shall be paid to
the holders of any class



                                      -13-
<PAGE>

of shares if the payment would reduce the remaining net assets of this
Corporation below the total of stated capital, plus additional amounts not
forming part of stated capital, payable in the event of voluntary liquidation to
the holders of shares having rights to the assets of this Corporation in
liquidation preferential to those of the class on which such distribution is
made.

                  (b) Dividends may be declared and paid in this Corporation's
authorized but unissued shares out of any unreserved and unrestricted surplus of
this Corporation provided such shares shall be issued at not less than the par
value thereof, and there shall be transferred to stated capital at the time such
dividend is paid an amount at least equal to the aggregate par value of the
shares to be issued as a dividend.

                  (c) No dividend payable in shares of any class shall be paid
to the holders of shares of any other class unless the Articles of Incorporation
so provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.

                  (d) Dividends may be declared and paid in this Corporation's
treasury shares.

                  (e) When any dividend is paid or any other distribution is
made, in whole or in part, from sources other than unreserved and unrestricted
earned surplus, such dividend or distribution shall be identified as such, and
the source and amount per share paid from each source shall be disclosed to the
shareholder receiving the same concurrently with the distribution thereof and to
all other shareholders not later than six months after the end of this
Corporation's fiscal year during which such distribution was made.

         A split-up or division of the issued shares of any class into a greater
number of shares of the same class without increasing the stated capital of this
Corporation shall not be construed to be a share dividend within the meaning of
this Section.

                                   ARTICLE VI
                                 Indemnification

         Section 1. Definitions. As used in this Article VI:

                  (a) "Corporation" includes any domestic or foreign predecessor
entity of this Corporation in a merger, consolidation, or other transaction in
which the predecessor's existence ceased upon consummation of the transaction;

                  (b) "Director" means an individual who is or was a director of
this Corporation and an individual who, while a director of this Corporation, is
or was serving at this Corporation's request as a director, officer, partner,
trustee, employee, or agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise, or employee benefit
plan. A director shall be considered to be serving an employee benefit plan at
this Corporation's request if his duties to this Corporation also impose duties
on or otherwise involve services by him to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context otherwise
requires, the estate or personal representative of a director.



                                      -14-
<PAGE>

                  (c) "Expenses" includes attorney fees;

                  (d) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expense incurred with respect to a
proceeding;

                  (e) "Official Capacity," when used with respect to a director,
means the office of director in this Corporation, and, when used with respect to
a person other than a director, means the office in this Corporation held by the
officer or the employment or agency relationship undertaken by the employee or
agent on behalf of this Corporation. "Official Capacity" does not include
service for any other foreign or domestic corporation or for any partnership,
joint venture, trust, other enterprise, or employee benefit plan;

                  (f) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding;

                  (g) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

         Section 2. Permissive Indemnification of Directors. Except as provided
in Section 4 of this Article VI, this Corporation may indemnify against
liability incurred in any proceeding an individual made a party to the
proceeding because he is or was a director if:

                  (a) He conducted himself in good faith;

                  (b) He reasonably believed: (i) in the case of conduct in his
official capacity with this Corporation, that his conduct was in this
Corporation's best interests; or (ii) in all other cases, that his conduct was
at least not opposed to this Corporation's best interests; and

                  (c) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

         A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in or
beneficiaries of the plan shall be deemed to be conduct which is not opposed to
this Corporation's best interests for purposes of this Section. A director whose
conduct with respect to an employee benefit plan is for a purpose that he did
not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall not be deemed to have conducted himself in good
faith for purposes of this Section.

         The termination of any proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself be determinative that the individual did not meet the standard of conduct
set forth in this Section 2.

         Indemnification permitted under this Section in connection with a
proceeding by or in the right of this Corporation shall be limited to reasonable
expenses incurred in connection with the proceeding.



                                      -15-
<PAGE>
         Section 3. Mandatory Indemnification of Directors. Unless limited by
the Articles of Incorporation, this Corporation shall indemnify a director of
this Corporation who was wholly successful, on the merits or otherwise, in
defense of any proceeding to which he was a party against reasonable expenses
incurred by him in connection with the proceeding.

         Section 4. Prohibited Indemnification of Directors. The Corporation may
not indemnify a director under Section 2 of this Article either:

                  (a) In connection with a proceeding by or in the right of this
Corporation in which the director was adjudged liable to this Corporation; or

                  (b) In connection with any proceeding charging improper
personal benefit to the director, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.

         Section 5. Authority for Permissive Indemnification of Directors. The
Corporation may not indemnify a director under Section 2 of this Article unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in Section 2 of this Article. The
determination required to be made by this Section shall be made:

                  (a) By the Board of Directors by a majority vote of a quorum,
which quorum shall consist of directors not parties to the proceeding;

                  (b) If a quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors designated by the Board of Directors, which
committee shall consist of two or more directors not parties to the proceeding,
except that directors who are parties to the proceeding may participate in the
designation of directors for the committee; or

                  (c) If a quorum cannot be obtained or the committee cannot be
established, or even if a quorum is obtained or a committee designated if such
quorum or committee so directs, by: (i) independent legal counsel selected by a
vote of the Board of Directors or the committee in the manner specified in
Subsections (a) and (b) of this Section 5 or, if a quorum of the full Board of
Directors cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full Board of
Directors; or (ii) by the shareholders.

         Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible; except that, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.

         Section 6. Advances of Expenses. The Corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of the final disposition of the proceeding if:



                                      -16-
<PAGE>

                  (a) The director furnishes this Corporation a written
affirmation of his good faith belief that he has met the standard of conduct
described in Subsection (a) of Section 2 of this Article;

                  (b) The director furnishes this Corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it is
determined that he did not meet such standard of conduct; and

                  (c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this Section.

         The undertaking required by Subsection (b) of this Section shall be an
unlimited general obligation of the director, but need not be secured and may be
accepted without reference to financial ability to make repayment.

         Determinations and authorizations of payments under this Section shall
be made in the manner specified in Section 5 of this Article.

         Section 7. Indemnification of Officers, Employees and Agents. The
Corporation shall have the following powers and duties of indemnification with
respect to officers, employees and agents:

                  (a) An officer of this Corporation who is not a director shall
be entitled to mandatory indemnification pursuant to Section 3 of this Article.

                  (b) The Corporation may indemnify and advance expenses
pursuant to Section 6 of this Article to an officer, employee, or agent of this
Corporation who is not a director to the same extent as a director.

                  (c) The Corporation may indemnify and advance expenses to an
officer, employee, or agent of this Corporation who is not a director to a
greater extent if consistent with law.

         Section 8. Required Notice to Shareholders. Any indemnification or
advance of expenses to a director in accordance with this Article, if arising
out of a proceeding by or on behalf of this Corporation, shall be reported in
writing to the shareholders with or before the notice of the next shareholder's
meeting.

         Section 9. Rights, Powers and Duties Not Exclusive. The indemnification
provided by this Article shall not be construed to limit any other rights of
indemnification to which directors, officers, employees and agents of this
Corporation may be entitled under the laws of the State of Colorado; nor shall
the indemnification provided by this Article be construed to limit any other of
this Corporation's power to indemnify its directors, officers, employees and
agents as may be provided by the laws of the State of Colorado.



                                      -17-
<PAGE>
                                   ARTICLE VII
                               Personal Liability

         Section 1. Liability Insurance. The Corporation may purchase-and
maintain insurance on behalf of an individual who is or was a director, officer,
employee, fiduciary, or agent of this Corporation or who, while a director,
officer, employee, fiduciary, or agent of this Corporation, is or was serving at
the request of this Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise, or employee benefit
plan against any liability asserted against or incurred by him in any such
capacity or arising out of his status as such, whether or not this Corporation
would have the power to indemnify him against such liability under the
provisions of this Section. Any such insurance may be procured from any
insurance company designated by the Board of Directors of this Corporation,
whether such insurance company is formed under the laws of Colorado or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which this Corporation has equity or any other interest, through stock
ownership or otherwise.

                                  ARTICLE VIII
                            Miscellaneous Provisions

         Section 1. Colorado Corporation Code. The provisions of the Colorado
Corporation Code shall apply to this Corporation.

         Section 2. Corporate-Seal. The seal of
the Corporation shall consist of two concentric
circles, between which shall be the name of this
Corporation and the word "Colorado" and in the
center of which shall be inscribed the word
"Seal," which seal, as impressed on the margin
hereof, is hereby adopted as the seal of the
Corporation.

         Section 3. Benefit Program. The directors shall have the power to
install and authorize any pension, profit sharing, stock option, insurance,
welfare, educational, bonus, health and accident or other benefit program which
the board deems to be in the best interest of this Corporation, at the expense
of this Corporation, and to amend or revoke any plan so adopted.

         Section 4. Reimbursement by Officers of Expenses. Any payments made to
an officer of this Corporation such as salary, commission, bonus, interest, or
rent, or entertainment, or travel expense incurred by such officer, which shall
be disallowed in whole or in part as a deductible expense by the Internal
Revenue Service or other properly constituted taxing authority, shall be
reimbursed by such officer to this Corporation to the full extent of such
disallowance. In lieu of payments by the officer, subject to the determination
of the directors, proportionate amounts may be withheld from such officer's
future compensation payments until the amount owed to this Corporation has been
recovered.



                                      -18-
<PAGE>

                                   ARTICLE IX
                                   Definitions

         Unless the context requires otherwise, the following terms shall have
the meaning specified in this Article:

                  (a) "Address" means street name and number, city or town, and
United States post office zip code designation. If, by reason of rural location
or otherwise, a street name, number, town, or city shall not exist, other
appropriate "address" fixing as nearly as possible the actual physical location
may be substituted, but in all such exceptional cases the rural free delivery
route, the county, and the United States post office zip code designation shall
be included.

                  (b) "Articles of Incorporation" means the original Articles of
Incorporation or Articles of Consolidation and all amendments thereto, including
Articles of Merger and Certificates of Designation filed to create this
Corporation but also all other articles, certificates, agreements of merger or
consolidation, and other instruments, howsoever designated, which are filed
pursuant to the Colorado Corporation Code and which have the effect of amending
or supplementing in some respect this Corporation's original articles of
incorporation.

                  (c) "Authorized shares" means the shares of all classes which
this Corporation is authorized to issue.

                  (d) "Capital surplus" means the entire surplus of this
Corporation other than its earned surplus.

                  (e) "Certificate of Designation" means the statement filed
with the Secretary of State which sets forth the division of any class of shares
into series and the relative rights and preferences thereof.

                  (f) "Corporation" means Vari-L Company, Inc.

                  (g) "Earned surplus" means the portion of the surplus of this
Corporation equal to the balance of its net profits, income, gains, and losses
from the date of incorporation or from the latest date when a deficit was
eliminated by an application of its capital surplus or stated capital or
otherwise, after deducting subsequent distributions to shareholders and
transfers to stated capital and capital surplus to the extent such distributions
and transfers are made out of earned surplus. The term also includes any portion
of surplus allocated to earned surplus in mergers, consolidations, or
acquisitions of all or substantially all of the outstanding shares or of the
property and assets of another corporation, domestic or foreign.

                  (h) "Employee" includes officers but not directors. A director
may accept duties which make the director also an employee.

                  (i) Insolvent" means inability of this Corporation to pay its
debts as they become due in the usual course of its business.



                                      -19-
<PAGE>

                  (j) "Net assets" means the amount by which the total assets of
this Corporation, excluding treasury shares, exceed the total debts of this
Corporation.

                  (k) "Notice to shareholders of record", if mailed, shall be
deemed given as to any shareholder of record when deposited in the United States
mail, addressed to the shareholder at such shareholder's address as it appears
on the stock transfer books of this Corporation, with postage thereon prepaid,
but if three successive letters mailed to the last-known address of any
shareholder of record are returned as undeliverable, no further notices to such
shareholder shall be necessary until another address for such shareholder is
made known to this Corporation.

                  (l) "Shareholder" means one who is a holder of record of
shares in this Corporation.

                  (m) "Shares" means the units into which the proprietary
interests in this Corporation are divided.

                  (n) "Stated capital" means, at any particular time, the sum
of:

                           1. The par value of all shares of this Corporation
having a par value that have been issued;

                           2. The amount of the consideration received by this
Corporation for all shares of this Corporation without par value that have been
issued, except such part of the consideration therefor as may have been
allocated to capital surplus in a manner permitted by law; and

                           3. Such amounts not included in paragraphs (1) and
(2) of this definition as have been transferred to stated capital of this
Corporation, whether upon the issue of shares as a share dividend or otherwise,
minus all reductions from such sum as have been effected in a manner permitted
by law.

                  (o) "Surplus" means the excess of the net assets of this
Corporation over its stated capital.

                  (p) "Treasury shares" means shares of this Corporation which
have been issued and subsequently acquired by and belong to this Corporation,
and have not, either by reason of the acquisition or thereafter, been canceled
or restored to the status of authorized but unissued shares. Treasury shares
shall be deemed to be "issued" shares, but not outstanding shares.



                                      -20-
<PAGE>

                                    ARTICLE X
                                   Amendments

                  Any and all provisions of the Bylaws may be altered, amended,
repealed or added to at any annual or special meeting, of the Board of Directors
called for that purpose.

RESTATED AND AMENDED AS OF SEPTEMBER 26, 2002.



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