CERTIFICATE OF AMENDMENT

TO THE BYLAWS OF

SOLECTRON CORPORATION

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

"3.2   NUMBER OF DIRECTORS

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

Date:  May 13, 1998

							/s/ Susan Wang				 
							Susan Wang, Secretary
CERTIFICATE OF AMENDMENT TO THE BYLAWS OF SOLECTRON CORPORATION

The undersigned, being the Secretary of Solectron Corporation, a Delaware corporation, hereby certifies that Article IV, Section4.1 of the Bylaws of this Corporation was amended by the Board of Directors effective January 13, 1999 to provide in its entirety asfollows:

"4.1   COMMITTEES OF DIRECTORS

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

/s/ SUSAN WANG
                           Susan Wang, Secretary

 

AMENDED AND RESTATED

BYLAWS

OF

SOLECTRON CORPORATION

ARTICLE I

CORPORATE OFFICES

1.1     REGISTERED OFFICE

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

1.2     OTHER OFFICES

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

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1     PLACE OF MEETINGS

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

2.2     ANNUAL MEETING

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

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

2.3     SPECIAL MEETINGS

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

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

2.4     NOTICE OF STOCKHOLDERS' MEETINGS

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

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

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

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

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

2.5     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

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

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

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

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

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

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

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

2.6     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

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

2.7     QUORUM

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

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

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

2.8     ADJOURNED MEETING; NOTICE

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

2.9     VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section2.12 and Section 2.14 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware(relating to voting rights of fiduciaries, pledgers and joint owners of stock and to voting trusts and other voting agreements).

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

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

2.10    WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate ofincorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the timestated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of suchmeeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor thepurpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so requiredby the certificate of incorporation or these bylaws.

2.11    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

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

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

2.12    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof or entitled to express consent or dissent to corporate action in writing without a meeting (if otherwisepermitted by these bylaws and the corporation's certificate of incorporation), or entitled to receive payment of any dividend orother distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange ofstock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be notmore than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any otheraction.

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

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

2.13    PROXIES

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

2.14    LIST OF STOCKHOLDERS ENTITLED TO VOTE

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

2.15    CONDUCT OF BUSINESS

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

ARTICLE III

DIRECTORS

3.1     POWERS

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

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

3.2     NUMBER OF DIRECTORS

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

3.3     ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

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

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

3.4     RESIGNATION AND VACANCIES

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

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

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

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

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

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

3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE

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

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

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

3.6     FIRST MEETINGS

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

3.7     REGULAR MEETINGS

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

3.8     SPECIAL MEETINGS; NOTICE

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

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

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

3.9     QUORUM

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

3.10     WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate ofincorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the timestated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of suchmeeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor thepurpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any writtenwaiver of notice unless so required by the certificate of incorporation or these bylaws.

3.11     ADJOURNED MEETING; NOTICE

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

3.12     CONDUCT OF BUSINESS

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

3.13     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

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

3.14     FEES AND COMPENSATION OF DIRECTORS

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum andexpense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothingherein contained shall be construed to preclude any director from serving the Company in any other capacity and receivingcompensation therefor.

3.15     APPROVAL OF LOANS TO OFFICERS

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

3.16     REMOVAL OF DIRECTORS

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

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

3.17     ADVISORY DIRECTORS

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

ARTICLE IV

COMMITTEES

4.1      COMMITTEES OF DIRECTORS

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

4.2      COMMITTEE MINUTES

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

4.3      MEETINGS AND ACTION OF COMMITTEES

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

ARTICLE V

OFFICERS

5.1      OFFICERS

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

5.2      ELECTION OF OFFICERS

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

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

5.3      REMOVAL AND RESIGNATION OF OFFICERS

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

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

5.4      CHAIRMAN OF THE BOARD

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

5.5      PRESIDENT

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

5.6      VICE PRESIDENTS

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

5.7      SECRETARY

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

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

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

5.8      CHIEF FINANCIAL OFFICER

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

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

ARTICLE VI

INDEMNITY

6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

6.2      INDEMNIFICATION OF OTHERS

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

6.3      INSURANCE

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

6.4      PAYMENT OF EXPENSES IN ADVANCE

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

6.5      INDEMNITY NOT EXCLUSIVE

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

6.6     CONFLICTS

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

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

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

 

 

ARTICLE VII

RECORDS AND REPORTS

7.1     MAINTENANCE AND INSPECTION OF RECORDS

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

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

7.2     INSPECTION BY DIRECTORS

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

7.3     REPRESENTATION OF SHARES OF OTHER CORPORATIONS

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

7.4     SUBSIDIARY CORPORATIONS

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

ARTICLE VIII

GENERAL MATTERS

8.1     STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation mayprovide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and,upon request, every holder of uncertificated shares, shall be entitled to have a certificate signed by, or in the name of thecorporation by the Chairman of the Board of Directors, or the President or Vice President, and by the Chief Financial Officer or thesecretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on thecertificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has beenplaced upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may beissued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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

8.2     LOST CERTIFICATES

Except as provided in this Section 8.2, no new certificates for shares shall be issued to replace a previously issued certificateunless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate ofstock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen ordestroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, togive the corporation a bond sufficient to indemnity it against any claim that may be made against it on account of the alleged loss,theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

8.3     CONSTRUCTION; DEFINITIONS

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

8.4     DIVIDENDS

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

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

8.5     FISCAL YEAR

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

8.6     SEAL

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

8.7     TRANSFER OF STOCK

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

8.8     STOCK TRANSFER AGREEMENTS

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

8.9     REGISTERED STOCKHOLDERS

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

8.10    EXECUTION OF CONTRACTS

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

ARTICLE IX

AMENDMENTS

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

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

ARTICLE X

DISSOLUTION

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

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

ARTICLE XI

CUSTODIAN

11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

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

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

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

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

11.2     DUTIES OF CUSTODIAN

The custodian shall have all the powers and title of a receiver appointed under Section 291 of the General Corporation Law ofDelaware, but the authority of the custodian shall be to continue the business of the corporation and not to liquidate its affairsand distribute its assets, except when the Court of Chancery otherwise orders and except in cases arising under Sections 226(a)(3) or352(a)(2) of the General Corporation Law of Delaware.

CERTIFICATE OF ADOPTION

OF

AMENDED AND RESTATED BY LAWS OF

 SOLECTRON CORPORATION

Certificate by Secretary of Adoption by Incorporator

The undersigned hereby certifies that she is the duly elected, qualified, and acting Secretary of Solectron Corporation and thatthe foregoing Amended and Restated Bylaws, comprising twenty-two (22) pages, were adopted as the Bylaws of the corporation on January14, 1998, by the Board of Directors.

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

							/s/ Susan Wang				 
							Susan Wang, Secretary
AMENDED AND RESTATED

BYLAWS

OF

SOLECTRON CORPORATION

Effective as of January 14, 1998