**Exhibit
      3(ii).1**














**AMENDED
      AND RESTATED**




**BYLAWS**









**OF**









**PUGET
      ENERGY, INC.**







































Originally
      adopted on:  March 7, 2003 and amended as effective on May 4,
      2007













**CONTENTS**





SECTION
                  1.
              DEFINITIONS
              1SECTION
                  2.
              SHAREHOLDERS
              22.1
              Annual
                  Meeting
              22.2
              Special
                  Meetings
              22.3
              Meetings
                  by Communications Equipment
              22.4
              Date,
                  Time and Place of Meeting
              22.5
              Notice
                  of Meeting
              22.5.1
              Number
                  of Days' Notice
              22.5.2
              Adjourned
                  Meeting
              32.5.3
              Type
                  of Notice
              32.5.4
              Effectiveness
                  of Notice
              42.6
              Business
                  for Shareholders' Meetings
              42.6.1
              Business
                  at Annual Meetings
              42.6.2
              Business
                  at Special Meetings
              52.6.3
              Notice
                  to Corporation
              52.7
              Waiver
                  of Notice
              52.7.1
              By
                  Delivery of a Record
              52.8
              Fixing
                  of Record Date for Determining Shareholders
              62.9
              Voting
                  Record
              62.10
              Quorum
              62.11
              Manner
                  of Acting
              72.12
              Proxies
              72.12.1
              Written
                  Authorization
              72.12.2
              Recorded
                  Telephone Call, Voice Mail or Other Electronic
                  Transmission
              72.12.3
              Effectiveness
                  of Appointment of Proxy
              72.12.4
              Revocability
                  of Proxy
              82.12.5
              Death
                  or Incapacity of Shareholder Appointing a Proxy
              82.12.6
              Acceptance
                  of Proxy's Vote or Action
              82.12.7
              Meaning
                  of Sign or Signature
              82.13
              Voting
                  of Shares
              82.14
              Voting
                  for Directors
              92.15
              Action
                  by Shareholders Without a Meeting
              9SECTION
                  3.
              BOARD
                  OF DIRECTORS
              93.1
              General
                  Powers
              93.2
              Number
                  and Tenure
              93.3
              Nomination
                  and Election
              103.3.1
              Nomination
              103.3.2
              Election
              103.4
              Chairperson
                  of the Board
              113.5
              Regular
                  Meetings
              113.6
              Special
                  Meetings
              113.7
              Meetings
                  by Communications Equipment
              113.8
              Notice
                  of Special Meetings
              113.8.1
              Number
                  of Days' Notice
              113.8.2
              Type
                  of Notice
              123.8.3
              Effectiveness
                  of Written Notice
              123.8.4
              Effectiveness
                  of Oral Notice
              133.9
              Waiver
                  of Notice
              133.9.1
              By
                  Delivery of a Record
              133.9.2
              By
                  Attendance
              143.10
              Quorum
              143.11
              Manner
                  of Acting
              143.12
              Presumption
                  of Assent
              143.13
              Action
                  by Board or Committees Without a Meeting
              143.14
              Resignation
              153.15
              Removal
              153.16
              Vacancies
              153.17
              Executive
                  and Other Committees
              153.17.1
              Creation
                  of Committees
              153.17.2
              Authority
                  of Committees
              16SECTION
                  4.
              OFFICERS
              164.1
              Appointment
                  and Term
              164.2
              Resignation
              164.3
              Removal
              174.4
              Contract
                  Rights of Officers
              174.5
              Chief
                  Executive Officer
              174.6
              President
              174.7
              Vice
                  President
              184.8
              Secretary
              184.9
              Treasurer
              184.10
              Salaries
              18SECTION
                  5.
              CERTIFICATES
                  FOR SHARES AND THEIR TRANSFER
              195.1
              Issuance
                  of Shares
              195.2
              Certificates
                  for Shares
              195.3
              Stock
                  Records
              195.4
              Transfer
                  of Shares
              195.5
              Lost
                  or Destroyed Certificates
              19SECTION
                  6.
              INDEMNIFICATION
              206.1
              Right
                  to Indemnification
              206.2
              Restrictions
                  on Indemnification
              206.3
              Advancement
                  of Expenses
              206.4
              Right
                  of Indemnitee to Bring Suit
              216.5
              Procedures
                  Exclusive
              216.6
              Nonexclusivity
                  of Rights
              216.7
              Insurance,
                  Contracts and Funding
              216.8
              Indemnification
                  of Employees and Agents of the Corporation
              226.9
              Persons
                  Serving Other Entities
              22SECTION
                  7.
              AMENDMENTS
              22








**AMENDED
      AND RESTATED**




**BYLAWS**




**OF**




**Puget
      Energy, Inc.**




**SECTION
      1.  DEFINITIONS**




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




"Articles
      of Incorporation" means the corporation's Articles of Incorporation and all
      amendments as filed with the Washington Secretary of State.




"Board"
      means the Board of Directors of the corporation.




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




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




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




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




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




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




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




**SECTION
      2.  SHAREHOLDERS**




**2.1**
            **Annual
                Meeting**




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




**2.2**
            **Special
                Meetings**




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




**2.3**
            **Meetings
                by Communications
                Equipment**




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




**2.4**
            **Date,
                Time and Place of Meeting**




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




**2.5**
            **Notice
                of Meeting**




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




**2.5.1  Number
                of Days' Notice**




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




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




**2.5.2  Adjourned
                Meeting**




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




**2.5.3
                Type of Notice**




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




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




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




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




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




**2.5.4  Effectiveness
                of Notice**




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




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




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




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




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




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




**2.6**
            **Business
                for Shareholders' Meetings**




**2.6.1 
                Business at Annual
                Meetings**




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




**2.6.2 
                Business at Special
                Meetings**




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




**2.6.3 
                Notice to Corporation**




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




**2.7**
            **Waiver
                of Notice**




**2.7.1  By
                Delivery of a Record**




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




**2.7.2  Waiver
                    by Attendance**


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




**2.8**
            **Fixing
                of Record Date for Determining
                Shareholders**




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




**2.9**
            **Voting
                Record**




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




**2.10**
            **Quorum**




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




**2.11**
            **Manner
                of Acting**




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




**2.12**
            **Proxies**




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




**2.12.1  Written
                Authorization**




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




**2.12.2  Recorded
                Telephone Call, Voice Mail or Other Electronic
                Transmission**




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




**2.12.3  Effectiveness
                of Appointment of Proxy**




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




**2.12.4  Revocability
                of Proxy**




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




**2.12.5  Death
                or Incapacity of Shareholder Appointing a
                Proxy**




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




**2.12.6  Acceptance
                of Proxy's Vote or Action**




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




**2.12.7  Meaning
                of Sign or Signature**




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




**2.13**
            **Voting
                of Shares**




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




**2.14**
            **Voting
                for Directors**




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




**2.15**
            **Action
                by Shareholders Without a
                Meeting**




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




**SECTION
      3.  BOARD OF DIRECTORS**




**3.1**
            **General
                Powers**




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




**3.2**
            **Number
                and Tenure**




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




**3.3**
            **Nomination
                and Election**




**3.3.1 
                  Nomination**


Only
      persons who are nominated in
      accordance with the following procedures shall be eligible for election as
      Directors. Nominations for the election of Directors may be made (a) by or
      at the direction of the Board or (b) by any shareholder of record entitled
      to vote for the election of Directors at such meeting; provided, however, that
      a
      shareholder may nominate persons for election as Directors only if written
      notice (in accordance with Section 2.6.3) of such shareholder’s intention
      to make such nominations is received by the Secretary (i) with respect to
      an election to be held at an annual meeting of the shareholders, not less than
      120 or more than 150 days prior to the date of such annual meeting established
      pursuant to Section 2.1 (or if less than 120 days’ notice or prior public
      disclosure of the date of the annual meeting is given or made to the
      shareholders, not later than the tenth day following the day on which such
      notice of the date of the annual meeting was mailed or such public disclosure
      was made) and (ii) with respect to an election to be held at a special
      meeting of the shareholders for the election of Directors, not later than the
      close of business on the seventh business day following the date on which notice
      of such meeting is first given to shareholders. Any such shareholder’s notice
      shall set forth (a) the name and address of the shareholder who intends to
      make a nomination; (b) a representation that the shareholder is entitled to
      vote at such meeting and a statement of the number of shares of the corporation
      that are beneficially owned by the shareholder; (c) a representation that
      the shareholder intends to appear in person or by proxy at the meeting to
      nominate the person or persons specified in the notice; (d) as to each
      person the shareholder proposes to nominate for election or re-election as
      a
      Director, the name and address of such person and such other information
      regarding such nominee as would be required to be disclosed in solicitations
      of
      proxies for the election of such nominees as Directors pursuant to Regulation
      14A under the Securities Exchange Act of 1934, as amended, and a description
      of
      any arrangements or understandings, between the shareholder and such nominee
      and
      any other persons (including their names), pursuant to which the nomination
      is
      to be made; (e) the consent of each such nominee to serve as a Director if
      elected; and (f) a statement whether such person, if elected, intends to tender,
      promptly following such person's election or re-election, an irrevocable
      resignation effective upon such person's failure to receive the required vote
      for re-election at the next meeting at which such person would face re-election
      and upon acceptance of such resignation by the Board, in accordance with the
      corporation's corporate governance guidelines on director elections. If the
      facts warrant, the Board, or the chairperson of a shareholders’ meeting at which
      Directors are to be elected, shall determine and declare that a nomination
      was
      not made in accordance with the foregoing procedure and, if it so determined,
      the defective nomination shall be disregarded. The procedures set forth in
      this
      Section 3.3.1 for nomination for the election of Directors by shareholders
      are in addition to, and not in limitation of, any procedures now in effect
      or
      hereafter adopted by or at the direction of the Board or any committee
      thereof.




**3.3.2 
                Election**




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




**3.4**
            **Chairperson
                of the Board**




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




**3.5**
            **Vice
                Chairperson**




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




**3.6**
            **Lead
                Independent Director**




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




**3.7**
            **Regular
                Meetings**




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




**3.8**
            **Special
                Meetings**




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




**3.9**
            **Meetings
                by Communications
                Equipment**




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




**3.10**
            **Notice
                of Special Meetings**




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




**3.10.1  Number
                of Days' Notice**




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




**3.10.2  Type
                of Notice**




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




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




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




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




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




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




**3.10.3  Effectiveness
                of Written Notice**




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




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




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




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




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




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




**3.10.4  Effectiveness
                of Oral Notice**




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




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




**3.11**
            **Waiver
                of Notice**




**3.11.1  By
                Delivery of a Record**




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




**3.11.2 
                By Attendance**




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




**3.12**
            **Quorum**




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




**3.13**
            **Manner
                of Acting**




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




**3.14**
            **Presumption
                of Assent**




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




**3.15**
            **Action
                by Board or Committees Without a
                Meeting**




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




**3.16**
            **Resignation**




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




**3.17**
            **Removal**




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




**3.18**
            **Vacancies**




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




**3.19**
            **Executive
                and Other Committees**




**3.19.1 
                Creation of Committees**




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




**3.19.2 
                Authority of Committees**




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




**SECTION
      4.  OFFICERS**




**4.1**
            **Appointment
                and Term**




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




**4.2**
            **Resignation**




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




**4.3**
            **Removal**




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




**4.4**
            **Contract
                Rights of Officers**




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




**4.5**
            **Chief
                Executive Officer**




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




**4.6**
            **President**




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




**4.7**
            **Vice
                President**




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




**4.8**
            **Secretary**




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




**4.9**
            **Treasurer**




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




**4.10**
            **Salaries**




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




**SECTION
      5.  CERTIFICATES FOR SHARES AND THEIR TRANSFER**




**5.1**
            **Issuance
                of Shares**




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




**5.2**
            **Certificates
                for Shares**




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




**5.3**
            **Stock
                Records**




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




**5.4**
            **Transfer
                of Shares**




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




**5.5**
            **Lost
                or Destroyed Certificates**




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




**SECTION
      6.  INDEMNIFICATION**




**6.1**
            **Right
                to Indemnification**




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




**6.2**
            **Restrictions
                on Indemnification**




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




**6.3**
            **Advancement
                of Expenses**




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




**6.4**
            **Right
                of Indemnitee to Bring
                Suit**




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




**6.5**
            **Procedures
                Exclusive**




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




**6.6**
            **Nonexclusivity
                of Rights**




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




**6.7**
            **Insurance,
                Contracts and Funding**




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




**6.8**
            **Indemnification
                of Employees and Agents of the
                Corporation**




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




**6.9**
            **Persons
                Serving Other Entities**




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




**SECTION
      7.  AMENDMENTS**




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