AMENDED AND RESTATED BY-LAWS

OF

TELLABS, INC.

(As Amended and Restated August 16, 2000)

ARTICLE I

OFFICES OF REGISTERED AGENT

	Section 1.1	Registered Office and Agent.The Corporation shall have and maintain a registered office in Delaware and aregistered agent having a business office identical with such registered office.

	Section 1.2	Other Offices. The Corporation mayalso have such other office or offices in Delaware or elsewhere as the Board ofDirectors may determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

	Section 2.1	Annual Meeting. An annualmeeting of the stockholders shall be held on the third Wednesday in April in each yearbeginning with the year 1993, at the hour of 10:30 A.M., or in the event theannual meeting is not held on such date and at such time, then on the date and at thetime designated by the Board of Directors, for the purpose of electing directors andfor the transaction of such other business as may come before the meeting. If the dayfixed for the annual meeting shall be a legal holiday, such meeting shall be held onthe next succeeding business day. If the directors shall not be elected at the annualmeeting, or at any adjournment thereof, the Board of Directors shall cause the electionto be held as soon thereafter as may be convenient.

	Section 2.2	Special Meetings. Special meetingsof the stockholders may be called at any time by the Chairman of the Board of Directorsor the President or by resolution of the Board of Directors and shall be called by theChairman of the Board of Directors or President at the request in writing of a majorityof the Board of Directors. Such request shall state the purpose or purposes of theproposed meeting.

	Section 2.3	Place of Meeting. Meetings ofstockholders, whether annual or special, shall be held at such time and place as may bedetermined by the Board of Directors and designated in the call and notice or waiver ofnotice of such meeting; provided, that a waiver of notice signed by all stockholdersmay designate any time or place as the time and place for the holding of such meeting.If no designation is made, the place of meeting shall be at the Corporation's principalplace of business.

	Section 2.4	Notice of Meeting. Written noticestating the place, date and hour of the meeting and, in case of a special meeting, thepurpose or purposes for which the meeting is called, shall be given not less than tennor more than sixty days before the date of the meeting, or, in the case of a merger,consolidation or sale, lease or exchange of all or substantially all of theCorporation's property and assets, at least twenty days before the date of the meeting,either personally or by mail, by or at the direction of the President or the Secretaryto each stockholder of record entitled to vote at such meeting. If mailed, notice isgiven when deposited in the United States mail, postage prepaid, directed to thestockholder at his address as it appears on the records of the Corporation.

	Section 2.5	Fixing Record Date for Determination of Stockholders. For the purpose of determining stockholders entitled to notice of orto vote at any meeting of stockholders, or stockholders entitled to receive payment ofany dividend, or in order to make a determination of stockholders for any other properpurpose, the Board of Directors may fix in advance a date as the record date for anysuch determination of stockholders, such date to be not more than sixty days prior tothe date of a meeting of stockholders, the date of payment of a dividend or the date onwhich other action requiring determination of stockholders is to be taken, as the casemay be. In addition, the record date for a meeting of stockholders shall not be lessthan ten days, or in the case of a merger, consolidation or sale, lease or exchange ofall or substantially all of the Corporation's property and assets, not less than twentydays immediately preceding such meeting. When a determination of stockholders entitledto vote at any meeting of stockholders has been made as provided in this Section, suchdetermination shall apply to any adjournment thereof; provided, however, that the Boardof Directors may fix a new record date for the adjourned meeting.

	Section 2.6	List of Stockholders Entitled toVote. The officer who has charge of the stock ledger of the Corporation shallprepare and make, at least ten days before every meeting of stockholders, a completelist of the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of shares registeredin the name of each stockholder. Such list shall be open to the examination of anystockholder, for any purpose germane to the meeting, for a period of at least ten daysprior to the meeting, either at a place within the city where the meeting is to beheld, which place shall be specified in the notice of the meeting, or, if not sospecified, 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 is present. The stock ledger shall be theonly evidence as to who are the stockholders entitled to examine the stock ledger, thelist of the stockholders, the corporate books, or to vote at any meeting of thestockholders.

	Section 2.7	Quorum and Manner of Acting. Unlessotherwise provided by the Certificate of Incorporation, as may be amended or restatedfrom time to time (hereinafter the "Certificate of Incorporation"), or these By-laws, amajority of the outstanding shares of the Corporation entitled to vote on a matterpresent in person or represented by proxy shall constitute a quorum for considerationof such matter at any meeting of stockholders; provided, that if less than a majorityof the outstanding shares entitled to vote on a matter are present in person orrepresented by proxy at said meeting, a majority of the shares so present in person orrepresented by proxy may adjourn the meeting from time to time without further noticeother than announcement at the meeting at which the adjournment is taken of the timeand place of the adjourned meeting. At the adjourned meeting the Corporation maytransact any business which might have been transacted at the original meeting. If theadjournment is for more than thirty days, or if after the adjournment a new record dateis fixed for the adjourned meeting, a notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting. If a quorum is present, theaffirmative vote of the majority of the shares present in person or represented byproxy at the meeting and entitled to vote shall be the act of the stockholders, unlessthe vote of a greater number or voting by classes is required by the General CorporationLaw of the State of Delaware, the Certificate of Incorporation, as may be amended orrestated from time to time, or these By-laws.

	Section 2.8	Voting Shares and Proxies. Eachstockholder shall be entitled to one vote for each share of capital stock held by suchstockholder, except as otherwise provided in the Certificate of Incorporation. Eachstockholder entitled to vote shall be entitled to vote in person, or may authorizeanother person or persons to act for him by proxy executed in writing by suchstockholder or by his duly authorized attorney-in-fact, but no such proxy shall bevoted or acted upon after three years from its date, unless the proxy provides for alonger period.

	Section 2.9	Inspectors. At any meeting ofstockholders, the chairman of the meeting may, or upon the request of any stockholdershall, appoint one or more persons as inspectors for such meeting. Such inspectorsshall ascertain and report the number of shares represented at the meeting, based uponthe list of stockholders produced at the meeting in accordance with Section 2.6hereof and upon their determination of the validity and effect of proxies, and theyshall count all votes, report the results and do such other acts as are proper toconduct the election and voting with impartiality and fairness to all the stockholders.Each such report shall be in writing and signed by at least a majority of theinspectors, the report of a majority being the report of the inspectors, and suchreports shall be prima facie evidence of the number of shares represented at themeeting and the result of a vote of the stockholders.

	Section 2.10	Voting of Shares by Certain Holders.Shares of its own stock belonging to the Corporation, unless held by it in a fiduciarycapacity, shall not be voted, directly or indirectly, at any meeting, and shall not becounted in determining the total number of outstanding shares at any given time. Sharesstanding in the name of another corporation, domestic or foreign, may be voted by suchofficer, agent or proxy as the by-laws of such corporation may prescribe, or, in theabsence of such provision, as the board of directors of such corporation may determine.Persons holding stock in a fiduciary capacity shall be entitled to vote the shares soheld. Persons whose stock is pledged shall be entitled to vote, unless in the transferby the pledgor on the books of the Corporation he or she expressly empowered thepledgee to vote thereon, in which case only the pledgee, or his proxy, may representsuch stock and vote thereon.

ARTICLE III

DIRECTORS

	Section 3.1	General Powers. Thebusiness and affairs of the Corporation shall be managed by or under the direction ofits Board of Directors, except as may be otherwise provided by statute or theCertificate of Incorporation, as may be amended or restated from time to time.

	Section 3.2	Number, Tenure and Qualifications.The number of directors shall be eight, which number of directors may be changed fromtime to time by amendment of this Section, except as otherwise provided for in theCertificate of Incorporation. The directors shall be divided into three classes asprovided in Article SIXTH of the Certificate of Incorporation, and shall beelected as therein specified. Class I directors shall hold office initially for a termexpiring at the 1993 annual meeting of stockholders. Class II directors shall boldoffice initially for a term expiring at the 1994 annual meeting of stockholders. ClassIII directors shall hold office initially for a term expiring at the 1995 annualmeeting of stockholders. At each annual meeting of stockholders, the successors to theclass of directors whose term expires at that meeting shall be elected to hold officefor a term expiring at the annual meeting of stockholders held in the third yearfollowing the year of their election and until their successors have been duly electedand qualified, unless sooner removed as provided in Article SIXTH of theCertificate of Incorporation. Directors need not be stockholders or residents ofDelaware.

	Section 3.3	Regular Meetings. A regular meetingof the Board of Directors shall be held, without other notice than this Section,immediately after and at the same place as the annual meeting of stockholders. TheBoard of Directors may provide, by resolution, the time and place, either within orwithout Delaware, for the holding of additional regular meetings without other noticethan such resolution.

	Section 3.4	Special Meetings. Special meetingsof the Board of Directors may be called at any time by the Chairman of the Board ofDirectors, President or upon the written request of at least two directors. The personor persons who call a special meeting of the Board of Directors may designate any place,either within or without Delaware, as the place for holding such special meeting. Inthe absence of such a designation the place of meeting shall be the Corporation'sprincipal place of business.

	Section 3.5	Notice of Special Meetings. Noticestating the place, date and hour of a special meeting shall be mailed not less thanfive days before the date of the meeting, or shall be sent by telegram or be deliveredpersonally or by telephone not less than two days before the date of the meeting, toeach director, by or at the direction of the person or persons calling the meeting.Attendance of a director at any meeting shall constitute a waiver of notice of suchmeeting except where a director attends a meeting for the express purpose of objecting,at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened. Neither the business to be transacted at nor thepurpose of any meeting of the Board of Directors need be specified in the notice orwaiver of notice of such meeting,

	Section 3.6	Quorum, Organization of Meeting andManner of Acting. A majority of the number of directors as fixed in Section 3.2hereof shall constitute a quorum for the transaction of business at any meeting of theBoard of Directors; provided, that if less than a majority of such number of directorsare present at said meeting, a majority of the directors present may adjourn themeeting from time to time without further notice. The act of the majority of thedirectors present at a meeting at which a quorum is present shall be the act of theBoard of Directors, unless otherwise provided in the General Corporation Law of theState of Delaware, the Certificate of Incorporation or these By-laws.

	**(**a)	The Board of Directors shall elect one of itsmembers to be the Chairman of the Board of Directors. The Chairman of the Board ofDirectors shall lead the Board of Directors in fulfilling its responsibilities as setforth in these By-laws, including its responsibility to oversee the performance of theCompany, and shall determine the agenda and perform all other duties and exercise allother powers which are or from time to time may be delegated to him or her by the Boardof Directors.

	(b)	Meetings of the Board of Directors shall be presided overby the Chairman of the Board of Directors, or in his absence, by the President, or inthe absence of the Chairman of the Board of Directors and President by such otherperson or persons as the Board of Directors may designate or the members present mayselect.

	Section 3.7	Informal Action by Directors. Anyaction which is required by law or by these By-laws to be taken at a meeting of theBoard of Directors, or any other action which may be taken at a meeting of the Board ofDirectors or any committee thereof, may be taken without a meeting if a consent inwriting, setting forth the action to be taken, shall be signed by all of the directorsentitled to vote with respect to the subject matter thereof, or by all the members ofsuch committee, as the case may be. Such consent shall have the same force and effectas a unanimous vote of all of the directors or all of the members of such committee, asthe case may be, at a duly called meeting thereof, and shall be filed with the minutesof proceedings of the Board or committee.

	Section 3.8	Telephonic Meetings. Unlessotherwise restricted by the Certificate of Incorporation or these By-laws, members ofthe Board of Directors or of any committee designated by such Board, may participate ina meeting of such Board or committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in the meeting canhear each other, and participation in a meeting pursuant to this Section shallconstitute presence at such meeting.

	Section 3.9	Resignations. Any director mayresign at any time by giving written notice to the Board of Directors**,**theChairman of the Board of Directors, the President, or the Secretary. Such resignationshall take effect at the time specified therein; and, unless tendered to take effectupon acceptance thereof, the acceptance of such resignation shall not be necessary tomake it effective.

 

 

	Section 3.10	Vacancies.

		(a)	Vacancies and newly created directorships resultingfrom any increase in the authorized number of directors elected by all of thestockholders having the right to vote as a single class shall be filled as provided bythe Certificate of Incorporation.

		(b)	Whenever the holders of any class or classes of stockor series thereof are entitled to elect one or more directors by the provisions of theCertificate of Incorporation, vacancies and newly created directorships of such classor classes or series may be filled by a majority of the directors elected by such classor classes or series thereof then in office, or by a sole remaining director soelected, and the directors so chosen shall hold office until the next election of theclass for which such directors shall have been chosen, and until their successors shallbe elected and qualified or until their earlier resignation or removal.

	Section 3.11	Removal. Any director or theentire Board of Directors may be removed, but only for cause, and only by theaffirmative vote of (i) the holders of at least 75% of the voting power of the sharesthen entitled to vote at an election of directors, voting together as a single class,or (ii) a majority of the Board of Directors.

	Whenever the holders of any class or series of capital stock areentitled to elect one or more directors by the provisions of the Certificate ofIncorporation**, the provisions of this Section shall apply, in respect tothe removal for cause of a director or directors so elected, to the vote of the holdersof the outstanding shares of that class or series and not to the vote of theoutstanding shares as a whole.
	Section 3.12	Compensation. The Board ofDirectors, by the affirmative vote of a majority of the directors then in office andirrespective of any personal interest of any of its members, shall have the authorityto establish reasonable compensation of directors for services to the Corporation asdirectors, officers or otherwise. By resolution of the Board of Directors**,the directors may be paid their expenses, if any, of attendance at each meeting of theBoard of Directors or a committee thereof.
	Section 3.13	Presumption of Assent. A directorwho is present at a meeting of the Board of Directors at which action on any corporatematter is taken shall be conclusively presumed to have assented to the action takenunless his dissent shall be entered in the minutes of the meeting or unless he shallfile his written dissent to such action with the person acting as the secretary of themeeting before the adjournment thereof or shall forward such dissent by registered mailto the Secretary immediately after the adjournment of the meeting. Such right todissent shall not apply to a director who voted in favor of such action.

 

 

	Section 3.14	Interested Directors.

		(a)	No contract or transaction between the Corporationand one or more of its directors or officers, or between the Corporation and any othercorporation, partnership, association, or other organization in which one or more ofits directors or officers are directors or officers, or have a financial interest,shall be void or voidable solely for this reason, or solely because the director orofficer is present at or participates in the meeting of the Board or committee thereofwhich authorizes the contract or transaction, or solely because his or their votes arecounted for such purpose, if:

		(1)	The material facts as to his relationship or interestand as to the contract or transaction are disclosed or are known to the Board ofDirectors or the committee, and the Board or committee in good faith authorizes thecontract or transaction by the affirmative votes of a majority of the disinteresteddirectors, even though the disinterested directors be less than a quorum; or

		(2)	The material facts as to his relationship or interestand as to the contract or transaction are disclosed or are known to the shareholdersentitled to vote thereon, and the contract or transaction is specifically approved ingood faith by vote of the shareholders; or

		(3)	The contract or transaction is fair as to theCorporation as of the time it is authorized, approved or ratified, by the Board ofDirectors, a committee thereof or the stockholders.

		(b)	Interested directors may be counted in determiningthe presence of a quorum at a meeting of the Board of Directors or of a committee whichauthorizes the contract or transaction.
**ARTICLE IV

STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES

	Nominations for the election of directors may be made bythe Board of Directors or a committee appointed by the Board of Directors or by anystockholder entitled to vote in the election of directors generally or, if applicable,by any holder of any class or classes of stock or series thereof are entitled to electone or more directors by the provisions of the Certificate of Incorporation. However,any stockholder entitled to vote in the election of directors generally may nominateone or more persons for election as directors at a meeting only if written notice ofsuch stockholder's intent to make such nomination or nominations has been given, eitherby personal delivery or by United States mail, postage prepaid, to the Secretary of theCorporation not later than (i) with respect to an election to be held at an annualmeeting of stockholders, one hundred twenty days in advance of the date of the proxystatement released to stockholders in connection with the previous year's annualmeeting of stockholders, and (ii) with respect to an election to be held at a specialmeeting of stockholders for the election of directors, a reasonable time in advance ofthe meeting. For purposes of this Section, a "reasonable time in advance of themeeting" is at least fifteen days before the date that the proxy statement inconnection with such meeting is to be mailed to the stockholders. Each such noticeshall set forth: (a) the name and address of the stockholder who intends to make thenomination and of the person and persons to be nominated; (b) a representation that thestockholder is a holder of record of stock of the Corporation entitled to vote at suchmeeting and intends to appear in person or by proxy at the meeting to nominate theperson or persons specified in the notice; (c) a description of all arrangements orunderstandings between the stockholder and each nominee and any other person or persons(naming such person or persons) pursuant to which the nomination or nominations are tobe made by the stockholder; (d) such other information regarding each nominee proposedby such stockholder as would be required to be included in a proxy statement filedpursuant to the proxy rules of the Securities and Exchange Commission, had the nomineebeen nominated, or intended to be nominated, by the Board of Directors; and (e) theconsent of each nominee to serve as a director of the Corporation if so elected. Thepresiding officer at the meeting may refuse to acknowledge the nomination of any personnot made in compliance with the foregoing procedure.
**ARTICLE V

COMMITTEES

	Section 5.1	Appointment and Powers. TheBoard of Directors may, by resolution passed by a majority of the whole Board,designate one or more committees, each committee to consist of one or more of thedirectors of the Corporation which, to the extent provided in said resolution or inthese By-laws, 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 mayauthorize the seal of the Corporation to be affixed to all papers which may require it;but no such committee shall have the power or authority in reference to amending theCertificate of Incorporation (except that any such committee may, to the extentauthorized in the resolution or resolutions providing for the issuance of such sharesof stock adopted by the Board of Directors, fix the designations and any of thepreferences or rights of such shares relating to dividends, redemption, dissolution,any distribution of assets of the Corporation or the conversion into, or the exchangeof such shares for, shares of any other class or classes or any other series of thesame or any other class or classes of stock of the Corporation or fix the number ofshares of any series of stock or authorize the increase or decrease of the shares ofany series), adopting an agreement of merger or consolidation, recommending to thestockholders the sale, lease or exchange of all or substantially all of theCorporation's property and assets, recommending to the stockholders a dissolution ofthe Corporation or a revocation thereof, or amending the By-laws; and, unless theresolution, By-laws or Certificate of Incorporation, expressly so provide, no suchcommittee shall have the power or authority to declare a dividend, to authorize theissuance of stock, or to adopt a certificate of ownership and merger pursuant toSection 253 of the General Corporation Law of the State of Delaware.

 

 

	Section 5.2	Absence or Disqualification ofCommittee Member. In the absence or disqualification of any member of suchcommittee, the member or members thereof present at any meeting and not disqualifiedfrom voting, whether or not they constitute a quorum, may unanimously appoint anothermember of the Board of Directors to act at the meeting in the place of any such absentor disqualified member.

	Section 5.3	Record of Proceedings. Thecommittees shall keep regular minutes of their proceedings and when required by theBoard of Directors shall report the same to the Board of Directors.
**ARTICLE VI

OFFICERS

	Section 6.1	Number and Titles. Theofficers of the Corporation shall be a Chairman of the Board of Directors, a Presidentand a Secretary. There shall be one or more Vice Presidents (the number thereof to bedetermined by the Board of Directors), a Treasurer and such other officers andassistant officers as the Board of Directors may from time to time deem necessary. Anytwo or more offices may be held by the same person.

	Section 6.2	Election, Term of Office andQualifications. The officers shall be elected annually by the Board of Directorsat the first meeting of the Board of Directors held after the annual meeting ofstockholders. If the election of officers is not held at such meeting, such electionshall be held as soon thereafter as may be convenient. Vacancies may be filled or newoffices created and filled at any meeting of the Board of Directors. Each officer shallbe elected to hold office until his successor shall have been elected and qualified, oruntil his earlier death, resignation or removal. Election of an officer shall not ofitself create contract rights.

	Section 6.3	Removal. Any officer may be removedby the Board of Directors whenever in its judgment the best interests of theCorporation will be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed.

	Section 6.4	Resignation. Any officer may resignat any time by giving written notice to the Board of Directors**,** the Chairman ofthe Board of Directors, the President or the Secretary. Such resignation shall takeeffect at the time specified therein; and, unless tendered to take effect uponacceptance thereof, the acceptance of such resignation shall not be necessary to makeit effective.

	Section 6.5	Duties. In addition to and to theextent not inconsistent with the provisions in these By-laws, the officers shall havesuch authority, be subject to such restrictions and perform such duties in themanagement of the business, property and affairs of the Corporation as may bedetermined from time to time by the Board of Directors.

	Section 6.6	President. The President shall bethe chief executive officer of the Corporation. Subject to the control of the Board ofDirectors, the President shall, in general, supervise and manage the business andaffairs of the Corporation and he shall see that the resolutions and directions of theBoard of Directors are carried into effect. Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of theCorporation, or a different mode of execution is expressly prescribed by the Board ofDirectors or these By-laws, or where otherwise required by law, the President mayexecute for the Corporation any contracts, deeds, mortgages, bonds or other instrumentswhich the Board of Directors has authorized to be executed, or may execute, or mayauthorize any officer or agent to execute, for the Corporation any contracts, deeds,mortgages, bonds or other instruments or the execution of which is in the ordinarycourse of the Corporation's business, and such execution may be accomplished eitherunder or without the seal of the Corporation and either individually or with theSecretary, any Assistant Secretary, or any other officer thereunto authorized by theBoard of Directors or these By-laws. In addition, he shall perform all duties incidentto the office of President and such other duties as from time to time shall beprescribed by the Board of Directors.

	Section 6.7	Vice Presidents. In the absence ofthe President or in the event of his inability or refusal to act, the Vice President,if one shall have been elected (or in the event there is more than one Vice President,the Vice Presidents in the order designated by the Board of Directors, or in theabsence of such designation, in the order of their election), shall perform the dutiesof the President, and when so acting, shall have all the authority of and be subject toall the restrictions upon the President. Except in those instances in which theauthority to execute is expressly delegated to another officer or agent of theCorporation or a different mode of execution is expressly prescribed by the Board ofDirectors or these By-laws or where otherwise required by law, the Vice President(or each of them if there are more than one) may execute for the Corporation anycontracts, deeds, mortgages, bonds or other instruments which the Board of Directorshas authorized to be executed, and he may accomplish such execution either under orwithout the seal of the Corporation and either individually or with the Secretary, anyAssistant Secretary, or any other officer thereunto authorized by the Board ofDirectors or these By-laws. The Vice Presidents shall perform such other duties asfrom time to time may be prescribed by the President or the Board of Directors.

	Section 6.8	Treasurer. The Treasurer, if oneshall have been elected, shall be the principal financial officer of the Corporation,and shall (a) have charge and custody of, and be responsible for, all funds andsecurities of the Corporation; (b) keep or cause to be kept correct and complete booksand records of account including a record of all receipts and disbursements; (c) depositall funds and securities of the Corporation in such banks, trust companies or otherdepositaries as shall be selected in accordance with these By-laws; (d) from time totime prepare or cause to be prepared and render financial statements of the Corporationat the request of the President or the Board of Directors; and (e) in general, performall duties incident to the office of Treasurer and such other duties as from time totime may be prescribed by the President or the Board of Directors. If required by theBoard of Directors, the Treasurers shall give a bond for the faithful discharge of hisduties in such sum and with such surety or sureties as the Board of Directors shalldetermine.

	Section 6.9	Secretary. The Secretary shall (a)keep the minutes of the proceedings of the stockholders and of the Board of Directorsin one or more books provided for that purpose; (b) see that all notices are duly givenin accordance with the provisions of these By-laws or as required by law; (c) becustodian of the corporate records and of the seal of the Corporation and see that theseal of the Corporation is affixed to all stock certificates prior to the issue thereofand to all documents the execution of which on behalf of the Corporation under its sealis necessary or appropriate; (d) keep or cause to be kept a register of the nameand address of each stockholder, which shall be furnished to the Corporation by eachsuch stockholder, and the number and class of shares held by each stockholder; (e) havegeneral charge of the stock transfer books; and (f) in general, perform all dutiesincident to the office of Secretary and such other duties as from time to time may beprescribed by the President or the Board of Directors.

	Section 6.10	Assistant Treasurers and AssistantSecretaries. In the absence of the Treasurer or Secretary or in the event of theinability or refusal of the Treasurer or Secretary to act, the Assistant Treasurer andthe Assistant Secretary (or in the event there is more than one of either, in the orderdesignated by the Board of Directors or in the absence of such designation, in theorder of their election) shall perform the duties of the Treasurer and Secretary,respectively, and when so acting, shall have all the authority of and be subject to allthe restrictions upon such office. The Assistant Treasurers and Assistant Secretariesshall also perform such duties as from time to time may be prescribed by the Treasureror the Secretary, respectively, or by the President or the Board of Directors. Ifrequired by the Board of Directors, an Assistant Treasurer shall give a bond for thefaithful discharge of his duties in such sum and with such surety or sureties as theBoard of Directors shall determine.

	Section 6.11	Salaries. The salaries andadditional compensation, if any, of the officers shall be determined from time to timeby the Board of Directors; provided, that with respect to any officer who is also adirector, such determination shall be made by a majority of the other directors then inoffice.
**ARTICLE VII

CERTIFICATES OF STOCK AND THEIR TRANSFER

	Section 7.1	Stock Certificates. Stockcertificates shall be in such form as determined by the Board of Directors and shall besigned by, or in the name of the Corporation by the Chairman of the Board of Directors,President or a Vice President, and by the Treasurer or an Assistant Treasurer, or theSecretary or an Assistant Secretary of the Corporation. Any of or all the signatures onthe certificates may be a facsimile. All certificates of stock shall bear the seal ofthe Corporation, which seal may be a facsimile, engraved or printed.

	Section 7.2	Transfer of Shares. The shares ofthe Corporation shall be transferable. The Corporation shall have a duty to registerany such transfer provided there is presented to the Corporation or its transfer agents(a) (i) the stock certificate endorsed by the appropriate person or persons; and (ii)reasonable assurance that such endorsement is genuine and effective; and, provided that(b)(i) the Corporation has no duty to inquire into adverse claims or has discharged anysuch duty; (ii) any applicable law relating to the collection of taxes has been compliedwith; and (iii) the transfer is in fact rightful or is to a bonafidepurchaser. Upon registration of such transfer upon the stock transfer books of theCorporation the certificates representing the shares transferred shall be canceled andthe new record holder, upon request, shall be entitled to a new certificate orcertificates. The terms and conditions described in the foregoing provisions of thisSection shall be construed in accordance with the provisions of the Delaware UniformCommercial Code, except as otherwise provided by the General Corporation Law of theState of Delaware. No new certificate shall be issued until the former certificate orcertificates for a like number of shares shall have been surrendered and canceled,except that in case of a lost, destroyed, wrongfully taken or mutilated certificate anew one may be issued therefor upon such terms and indemnity to the Corporation as theBoard of Directors or the President may prescribe consistent with applicable law.
**ARTICLE VIII

DIVIDENDS

	Section 8.1	Dividends. Subject to theprovisions of the General Corporation Law of the State of Delaware and the Certificateof Incorporation, as may be amended or restated from time to time, the Board ofDirectors may declare and pay dividends upon the shares of its capital stock. Dividendsmay be paid in cash, in property, or in shares of the Corporation's capital stock.
**ARTICLE IX

FISCAL YEAR

	Section 9.1	Fiscal Year. The fiscalyear of the Corporation shall be fixed by the Board of Directors.
**ARTICLE X

SEAL

	Section 10.1	Seal. The corporate sealshall have inscribed thereon the name of the Corporation and the words "Corporate Seal"and "Delaware." The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or in any manner reproduced.
**ARTICLE XI

WAIVER OF NOTICE

	Section 11.1	Waiver of Notice. Wheneverany notice is required to be given under these By-laws, the Certificate ofIncorporation, as may be amended or restated from time to time, or the GeneralCorporation Law of the State of Delaware, a waiver thereof in writing, signed by theperson or persons entitled to such notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice.
**ARTICLE XII

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

	Section 12.1	Nature of Indemnity. EachPerson who was or is made a party or is threatened to be made a party to or is involvedin any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (hereinafter a "proceeding"), by reason of the fact that he or she is orwas a director or officer of the Corporation or is or was serving at the request of theCorporation as a director, officer, employee, fiduciary, or agent of anothercorporation or of a partnership, joint venture, trust or other enterprise, shall beindemnified and held harmless by the Corporation as provided in this Article and to the fullest extent which it is empowered to do so by the General Corporation Law of theState of Delaware, as the same exists or may hereafter be amended, against all expense,liability and loss (including attorneys' fees) actually and reasonably incurred by suchperson in connection with such proceeding), and such indemnification shall inure to thebenefit of his or her heirs, executors and administrators; provided, however, that,except as provided in Section 12.2 hereof, the Corporation shall indemnify anysuch person seeking indemnification in connection with a proceeding initiated by suchperson only if such proceeding was authorized by the Board of Directors of theCorporation. The right to indemnification conferred in this Article shall be a contractright and, subject to Sections 12.2 and 12.5 hereof, shall include the right to be paidby the Corporation the expenses incurred in defending any such proceeding in advance ofits final disposition. The Corporation may, by action of its Board of Directors,provide indemnification to employees and agents of the Corporation with the same scopeand effect as the foregoing indemnification of directors and officers. Notwithstandingany other provision of this Article, to the extent that any director or officer, oremployee or agent at the discretion of the Board of Directors of the Corporationpursuant to Section 12.6 of this Article, is by reason of such person's position withthe Corporation a witness in any proceeding, such person shall be indemnified againstall costs and expenses actually and reasonably incurred by him on his behalf inconnection therewith.

	Section 12.2	Procedure for Indemnification ofDirectors and Officers. Any indemnification of a director or officer of theCorporation under Section 12.1 of this Article or advance of expenses under Section12.5 of this Article shall be made promptly, and in any event within 30 days, upon thewritten request of the director or officer. If a determination is made by theCorporation that the director or officer is entitled to indemnification pursuant tothis Article is required, and the Corporation fails to respond within 60 days to awritten request for indemnity, the Corporation shall be deemed to have approved therequest. If the Corporation denies a written request for indemnification or advancingof expenses, in whole or in part, or if payment in full pursuant to such request is notmade within 30 days, the right to indemnification or advances as granted by thisArticle shall be enforceable by the director or officer in any court of competentjurisdiction. Such person's costs and expenses incurred in connection with successfullyestablishing his or her right to indemnification, in whole or in part, in any suchaction shall also be indemnified by the Corporation. It shall be a defense to any suchaction (other than an action brought to enforce a claim for expenses incurred indefending any proceeding in advance of its final disposition where the requiredundertaking, if any, has been tendered to the Corporation) that the claimant has notmet the standards of conduct which make it permissible under the General CorporationLaw of the State of Delaware for the Corporation to indemnify the claimant for theamount claimed, but the burden of such defense shall be on the Corporation. Neither thefailure of the Corporation (including its Board of Directors, independent legalcounsel, or its stockholders) to have made a determination prior to the commencement ofsuch action that indemnification of the claimant is proper in the circumstances becausehe or she has met the applicable standard of conduct set forth in the GeneralCorporation Law of the State of Delaware, nor an actual determination by theCorporation (including its Board of Directors, independent legal counsel, or itsstockholders) that the claimant has not met such applicable standard of conduct, shallbe a defense to the action or create a presumption that the claimant has not met theapplicable standard of conduct.

	Section 12.3	Article Not Exclusive. The rightsto indemnification and the payment of expenses incurred in defending a proceeding inadvance of its final disposition conferred in this Article shall not be exclusive ofany other right which any person may have or hereafter acquire under any statute,provision of the Certificate of Incorporation, By-law, agreement, vote of stockholdersor disinterested directors or otherwise.

	Section 12.4	Survival of Rights. No amendment,alteration or repeal of this Article 12 or of any provision hereof shall be effectiveas to any person who is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as a director,officer, employee, fiduciary or agent of another corporation or of a partnership, jointventure, trust or other enterprise, with respect to any action taken or omitted by suchperson in such position prior to such amendment, alteration or repeal. The provisionsof the Article 12 shall continue as to any such person after his or her service in suchposition has ceased and shall inure to the benefit of his or her heirs, executors andadministrators.

	Section 12.5	Insurance. The Corporation maypurchase and maintain insurance on its own behalf and on behalf of any person who is orwas a director, officer, employee, fiduciary, or agent of the Corporation or wasserving at the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise against anyliability asserted against him or her and incurred by him or her in any such capacity,whether or not the Corporation would have the power to indemnify such person againstsuch liability under this Article or under the General Corporation Law of the State ofDelaware. The Corporation shall not be liable under this Article to make any paymentsof amounts otherwise indemnifiable hereunder if and to the extent that such indemnifiedperson hereunder has otherwise actually received such payment under any insurancepolicy, contract, agreement or otherwise.

	Section 12.6	Expenses. Expenses (includingattorneys' fees) incurred by any person described in Section 12.1 of this Article indefending any civil, criminal, administrative or investigative action, suit orproceeding shall be paid by the Corporation in advance of the final disposition of suchaction, suit or proceeding upon receipt of an undertaking by or on behalf of thedirector or Officer to repay such amount if it shall ultimately be determined that heor she is not entitled to be indemnified by the Corporation. Such expenses incurred byother employees and agents may be so paid upon such terms and conditions, if any, asthe Board of Directors deems appropriate.

	Section 12.7	Employees and Agents. Persons whoare not covered by the foregoing provisions of this Article and who are or wereemployees or agents of the Corporation, or who are or were serving at the request ofthe Corporation as employees or agents of another corporation, partnership, jointventure, trust or other enterprise, may be indemnified to the extent authorized at anytime or from time to time by the Board of Directors.

	Section 12.8	Contract Rights. The provisions ofthis Article shall be deemed to be a contract right between the Corporation and eachdirector or officer who serves in any such capacity at any time while this Article andthe relevant provisions of the General Corporation Law of the State of Delaware orother applicable law are in effect, and any repeal or modification of this Article orany such law shall not affect any rights or obligations then existing with respect toany state of facts or proceeding then existing.

	Section 12.9	Merger or Consolidation. ForPurposes of this Article, references to "the Corporation" shall include, in addition tothe resulting corporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence hadcontinued, would have had power and authority to indemnify its directors, officers, andemployees or agents, so that any person who is or was a director, officer, employee oragent of such constituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee, or fiduciary or agent ofanother corporation, partnership, joint venture, trust or other enterprise, shall standin the same position under this Article with respect to the resulting or survivingcorporation as he or she would have with respect to such constituent corporation if itsseparate existence had continued.

	Section 12.10	Severability. If any provision orprovisions of this Article shall be held to be invalid, illegal or unenforceable forany reason whatsoever: (a) the validity, legality and enforceability of the remainingprovisions of this Article (including without limitation, each portion of any Sectionof this Article containing any such provision held to be invalid, illegalunenforceable, that is not itself invalid, illegal or unenforceable) shall not in anyway be affected or impaired thereby; and (b) to the fullest extent possible, theprovisions of this Article (including, without limitation, each portion of any Sectionof this Article containing any such provision held to be invalid, illegal orunenforceable, that is not itself invalid, illegal or unenforceable) shall be construedso as to give effect to the intent manifested by the provision held invalid, illegal orunenforceable.

	Section 12.11	Certain Persons Not Entitled toIndemnification or Advancement of Expenses. Notwithstanding any other provision ofthis Article, no person shall be entitled to indemnification or advancement of anycosts, expenses or the like under this Article with respect to any proceeding, or anyclaim therein, brought or made by such person against the Corporation.

	Section 12.12	Notices. Any notice, request orother communication required or permitted to be given to the Corporation under thisArticle shall be in writing and either delivered in person or sent by facsimile orcertified or registered mail, postage prepaid, return receipt requested, to theSecretary of the Corporation and shall be effective only upon receipt by the Secretary.
**ARTICLE XIII

MISCELLANEOUS PROVISIONS

	Section 13.1	Contracts. The Board ofDirectors may authorize any officer or agent to enter into any contract or execute anddeliver any instrument in the name of and on behalf of the Corporation, and thePresident may so authorize any officer or agent with respect to contracts orinstruments in the usual and regular course of its business. Such authority may begeneral or confined to specific instances.

	Section 13.2	Loans. No loan shall be contractedon behalf of the Corporation and no evidence of indebtedness shall be issued in itsname unless authorized by the Board of Directors. Such authority may be general orconfined to specific instances.

	Section 13.3	Checks, Drafts, Etc. All checks,drafts or other orders for the payment of money, or notes or other evidences ofindebtedness issued in the name of the Corporation shall be signed by such officer oragent as shall from time to time be authorized by the Board of Directors.

	Section 13.4	Deposits. The Board of Directorsmay select, or may authorize the President, Treasurer or other officers to select,banks, trust companies or other depositaries for the funds of the Corporation.

	Section 13.5	Stock in Other Corporations.Shares of any other corporation which may from time to time be held by the Corporationmay be represented and voted by the President, or by any proxy appointed in writing bythe President, or by any other person or persons thereunto authorized by the Board ofDirectors, at any meeting of stockholders of such corporation or by executing writtenconsents with respect to such shares where stockholder action may be taken by writtenconsent. Shares represented by certificates standing in the name of the Corporation maybe endorsed for sale or transfer in the name of the corporation by the President or byany other officer thereunto authorized by the Board of Directors. Shares belonging tothe Corporation need not stand in the name of the Corporation, but may be held for thebenefit of the Corporation in the name of any nominee designated for such purpose bythe Board of Directors.

	Section 13.6	Gender. Use of masculine pronounshall be deemed to include usage of the feminine and neuter pronoun where appropriate.
**ARTICLE XIV

AMENDMENT

	Section 14.1	Procedure. These By-lawsmay be altered, amended or repealed and new by-laws may be adopted by the Board ofDirectors. Subject to the provisions of the Certificate of Incorporation, these By-lawsmay also be altered, amended or repealed by the stockholders of the Corporation.**************************