Exhibit 3

BY-LAWS, AS AMENDED,
of
M/A-COM, INC.
(Through March 10, 1995)


ARTICLE FIRST

Stockholders

Section 1.  Annual Meeting.  The annual meeting of stockholders shall be held
on the third Wednesday of February in each year (or if the date be a legal
holiday in the place where the meeting is to be held, on the next succeeding
full business day) or such other date as shall be determined from time to
time by the Board of Directors.  The hour shall be fixed by the Chairman of
the Board of Directors or the Chief Executive Officer or the President and
stated in the notice of the meeting. The purposes for which the annual
meeting is to be held, in addition to those prescribed by law, by the
Articles of Organization or by these By-laws, may be specified by the
Directors or the Chairman of the Board of Directors or the Chief Executive
Officer or the President. If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu thereof, and any
action taken at such meeting shall have the same effect as if taken at the
annual meeting.

Section 2.  Special Meetings.  Special meetings of the stockholders may be
called by the Chairman of the Board of Directors or the Chief Executive
Officer or the President or the Directors, and shall be called by the Clerk,
or in case of the death, absence, incapacity or refusal of the Clerk, by any
other officer, upon written application of one or more stockholders who are
entitled to vote at the meeting and who hold at least forty percent in
interest of the capital stock entitled to vote at the meeting, stating the
time, place and purposes of the meeting.

Section 3.  Place of Meetings.  All meetings of stockholders shall be held at
the principal office of the corporation unless a different place (within the
United States) is fixed by the Directors or the Chairman of the Board of
Directors or the Chief Executive Officer or the President and stated in the
notice of the meeting.

Section 4.  Notices.  Notice of all meetings of stockholders shall be given
as follows, to wit:- A written notice, stating the place, day and hour
thereof, shall be given by the Clerk (or the person or persons calling the
meeting), at least ten days before the meeting, to each stockholder entitled
to vote thereat and to each stockholder who, by law, the Articles of
Organization, or these By-laws, is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business, or by mailing
it, postage prepaid, and addressed to such stockholder at his address as it
appears upon the books of the corporation. Notices of all meetings of
stockholders shall state the purposes for which the meetings are called. No
notice need be given to any stockholder if a written waiver of notice,
executed before or after the meeting by the stockholder or his attorney
thereunto authorized is filed with the records of the meeting.

Section 5.  Quorum.  At any meeting of stockholders a quorum for the
transaction of business shall consist of one or more individuals appearing in
person and/or as proxies and owning and/or representing a majority of the
shares of the corporation then outstanding and entitled to vote, provided
2

that less than such quorum shall have power to adjourn the meeting from time
to time.

Section 6.  Voting and Proxies.  Each stockholder shall have one vote for
each share of stock entitled to vote, and a proportionate vote for any
fractional share entitled to vote, held by him of record according to the
records of the corporation, unless otherwise provided by the Articles of
Organization. Stockholders may vote either in person or by written proxy
dated not more than six months before the meeting named therein. Proxies
shall be filed with the Clerk before being voted at any meeting or any
adjournment thereof. Except as otherwise limited therein, proxies shall
entitle the persons named therein to vote at the meeting specified therein
and at any adjourned session of such meeting but shall not be valid after
final adjournment of the meeting. A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one of them unless
at or prior to exercise of the proxy the corporation receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise.

Section 7.  Action at Meeting.  When a quorum is present, the action of the
stockholders on any matter properly brought before such meeting shall be
decided by the holders of a majority of the stock present or represented and
entitled to vote and voting on such matter, except where a different vote is
required by law, the Articles of Organization or these By-laws. Any election
by stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election. No ballot shall be required
for such election unless requested by a stockholder present or represented at
the meeting and entitled to vote in the election.


ARTICLE SECOND

Directors

Section 1.  Powers.  The Board of Directors, subject to any action at any
time taken by such stockholders as then have the right to vote, shall have
the entire charge, control and management of the corporation, its property
and business and may exercise all or any of its powers.

Section 2.  Number and Election.  The number of Directors shall be not less
than three nor more than seventeen. The Board of Directors shall be divided
into three classes, such classes to be as nearly equal in number as possible.
One of such classes of Directors shall be elected annually by the
stockholders. Subject to the foregoing requirements and applicable law, the
Board of Directors may, from time to time, fix the number of Directors and
their respective classifications, provided that any such action does not
operate to remove a Director elected by the stockholders other than in the
manner specified in the Articles of Organization or these By-laws. Except as
otherwise provided in these By-laws, the members of each class shall be
elected for a term of three years and shall serve until their successors are
elected and qualified. Any successor to a Director whose seat becomes vacant
shall serve for the remainder of the term of his predecessor and until his
successor is elected and qualified.

Section 3.  Vacancies.  Any vacancy at any time existing in the Board among
those Directors whose terms are classified in accordance with these By-laws,
whether resulting from an increase in the size of the Board of Directors,
3

from the death, resignation, disqualification or removal of a Director or
otherwise, shall be filled solely by the affirmative vote of a majority of
the remaining Directors then in office, even though less than a quorum of the
Board of Directors.

Section 4.  Enlargement of the Board.  The number of Directors whose terms
are classified in accordance with the provisions of these By-laws may be
increased by the Directors by the affirmative vote of a majority of the
Directors then in office. Any vacancy in the Board of Directors resulting
from such an increase in the number of Directors shall be filled solely by
the affirmative vote of a majority of the Directors then in office, even
though less than a quorum of the Board of Directors.

Section 5.  Tenure.  Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, a Director shall hold office until the
annual meeting of stockholders held in the third year following the year of
his election and thereafter until his successor is chosen and qualified. Any
Director may resign by delivering his written resignation to the corporation
at its principal office or to the Chairman of the Board of Directors or
Clerk. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.

Section 6.  Removal.  A Director whose term is classified in accordance with
these By-laws may be removed from office only for cause by the affirmative
vote of either (a) the holders of a majority of the shares outstanding and
entitled to vote in the election of Directors, or (b) a majority of the
Directors then in office. As used herein, "cause" shall mean, only (i)
conviction of a felony, (ii) declaration of unsound mind by order of a court,
(iii) gross dereliction of duty, (iv) commission of an act involving moral
turpitude, or (v) commission of an act that constitutes intentional
misconduct or a knowing violation of law if such act in either event results
both in an improper substantial personal benefit and a material injury to the
corporation. A Director may be removed for cause only after reasonable notice
and opportunity to be heard before the body proposing to remove him.

Section 7.  Annual Meeting.  Immediately after each annual meeting of
stockholders, or the special meeting held in lieu thereof, and at the place
thereof, if a quorum of those who are Directors immediately following such
meeting were present thereat, there shall be a meeting of the Directors
without notice; but if such a quorum of the Directors were not present at
such meeting, or if present do not proceed immediately thereafter to hold a
meeting of the Directors, the annual meeting of the Directors shall be called
in the manner hereinafter provided with respect to the call of special
meetings of Directors.

Section 8.  Regular Meetings.  Regular meetings of the Directors may be held
at such times and places as shall from time to time be fixed by resolution of
the Board and no notice need be given of regular meetings held at times and
places so fixed, PROVIDED, HOWEVER, that any resolution relating to the
holding of regular meetings shall remain in force only until the next annual
meeting of stockholders, or the special meeting held in lieu thereof, and
that if at any meeting of Directors at which a resolution is adopted fixing
the times or place or places for any regular meetings any Director is absent
no meeting shall be held pursuant to such resolution until either each such
absent Director has in writing or by telegram approved the resolution or
seven days have elapsed after copy of the resolution certified by the Clerk

4

has been mailed, postage prepaid, addressed to each such absent Director at
his last known home or business address.

Section 9.  Special Meetings.  Special meetings of the Directors may be
called by the Chairman of the Board of Directors, the Chief Executive
Officer, the President, the Treasurer, or by any two Directors, and shall be
held at the place designated in the call thereof.

Section 10.  Notices.  Notice of any special meeting of the Directors shall
be given by the Clerk or the Secretary to each Director, by (a) mailing
written notice of such meeting to him, postage prepaid, at least four days
before the meeting, (b) delivering such notice to him in person at least
forty-eight hours before the meeting, (c) sending such notice to him by
overnight mail or overnight delivery service, postage or delivery charges
prepaid, at least forty-eight hours before the meeting, (d) sending such
notice to him by telecopy at least forty-eight hours before the meeting, or
(e) sending notice of such meeting to him by prepaid telegram, at least forty-
eight hours before the meeting. Notices given by mail, overnight delivery or
telegram shall be addressed to each Director at his address as registered on
the books of the corporation, or if not so registered at his last known home
or business address. Notices given by telecopy shall be addressed to each
Director at the last telecopy number specified to the corporation by such
Director for such purpose, or, if no such number shall have been specified,
at the telecopy number associated with such Director's last known home or
business address. If the Clerk or the Secretary refuses or neglects for more
than twenty-four hours after receipt of the call to give notice of such
special meeting, or if the offices of Clerk and Secretary are vacant or the
Clerk and the Secretary are absent from the Commonwealth of Massachusetts or
incapacitated, such notice may be given by the officer or one of the
Directors calling the meeting. Notice need not be given to any Director if a
written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Director who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to him. A notice or waiver of notice of a Directors' meeting need not
specify the purposes of the meeting.

Section 11.  Quorum.  At any meeting of the Directors a majority of the
Directors then in office shall constitute a quorum for the transaction of
business; provided always that any number of Directors (whether one or more
and whether or not constituting a quorum) present at any meeting or at any
adjourned meeting may make any reasonable adjournment thereof.

Section 12.  Action at Meeting.  At any meeting of the Directors at which a
quorum is present, the action of the Directors on any matter brought before
the meeting shall be decided by the vote of a majority of those present and
voting, unless a different vote is required by law, the Articles of
Organization, or these By-laws.

Section 13.  Special Action.  Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meetings. Such consent shall be
treated as a vote of the Directors for all purposes.

Section 14.  Committees.  The Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive or other
committees and may by like vote delegate thereto some or all of their powers
except those which by law, the Articles of Organization or these By-laws they
are prohibited from delegating. Except as the Directors may otherwise
5

determine, any such committee may make rules for the conduct of its business,
but, unless otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these By-laws for the Directors. The Chairman of the Executive
Committee shall preside at all meetings of the Executive Committee and shall
perform such duties and have such powers additional to the foregoing as the
Directors or the Executive Committee shall designate.


ARTICLE THIRD

Officers

Section 1.  Enumeration.  The officers of the corporation shall be (a) the
Chairman of the Board of Directors, the Chief Executive Officer, the
President, one or more Executive Vice Presidents or Senior Vice Presidents,
or both, a Chief Financial Officer, a Treasurer, a Clerk and a Secretary, (b)
the corporation's principal accounting officer, principal legal officer,
principal manager of operations, principal human resources officer, principal
business development officer and controller, and (c) such additional officers
as are appointed by the Chief Executive Officer to carry out the principal
business or similar policy-making functions of the corporation.  The
corporate officers so appointed by the Chief Executive Officer shall be those
enumerated in one or more certificates delivered by him to the Secretary,
which certificates shall be filed by the Secretary with the minutes of the
Board of Directors, and such appointed officers shall be subject to removal
by the same means.  All such officers shall be deemed to be officers of the
corporation for purposes of ARTICLE ELEVENTH hereof.  Neither divisional
officers nor officers of subsidiaries of the corporation shall be deemed to
be officers of the corporation by virtue of their positions as such.

Section 2.  Election.  The officers of the corporation specified in Section 1
of this ARTICLE THIRD, except those which are to be appointed by the Chief
Executive Officer, shall be elected annually by the Directors at their first
meeting following the annual meeting of stockholders or the special meeting
held in lieu thereof.

Section 3.  Qualification.  The Chairman of the Board of Directors, the Chief
Executive Officer and the President must be Directors. No officer need be a
stockholder. Any two or more offices may be held by the same person, provided
that the President and Clerk shall not be the same person. The Clerk shall be
a resident of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. Any officer may be required
by the Directors to give bond for the faithful performance of his duties to
the corporation in such amount and with such sureties as the Directors may
determine.

Section 4.  Tenure.  Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, each of the officers enumerated in clauses
(a) and (b) of Section 1 of this ARTICLE shall hold office until the first
meeting of the Directors following the annual meeting of stockholders, or the
special meeting held in lieu thereof, and thereafter until his successor is
chosen and qualified. Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the Chairman of
the Board of Directors or the Chief Executive Officer or the President or
Clerk, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
6

Section 5.  Removal.  The Directors may remove any corporate officer elected
by them with or without cause by a vote of a majority of the entire number of
Directors then in office, provided that any such corporate officer may be
removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.

Section 6.  The Chairman of the Board.  The Chairman of the Board shall
preside at all meetings of the Directors and shall perform such duties and
have such powers additional to the foregoing as the Directors shall
designate. It shall be his duty and he shall have the power to see that all
orders and resolutions of the Directors are carried into effect. The Chairman
of the Board shall also preside at all meetings of the stockholders. In the
absence or disability of the Chairman of the Board, the Chief Executive
Officer shall perform his duties and have his powers.

Section 7.  The Chief Executive Officer.  The Chief Executive Officer shall
be responsible for the planning, coordinating and execution of the
corporation's strategies and activities. The Chief Executive Officer may from
time to time appoint one or more additional vice presidents, assistant
treasurers, assistant secretaries, comptroller, other financial officers of
the corporation and a president, vice president, treasurer and other
officers, so-called, for any division of the corporation and define their
respective powers and duties, and he may remove any such officers at any
time. Such appointed officers shall be subject at all times to the control of
the Chief Executive Officer, the Board of Directors and of any other officer
of the corporation whom he or the Board may designate from time to time. In
the absence or disability of the Chief Executive Officer, the President shall
perform his duties and have his powers.

Section 8.  The President. Executive Vice Presidents and Senior Vice
Presidents.  The President shall have full responsibility for the day-to-day
operations of the corporation and shall perform such duties and have such
additional powers as the Directors shall designate. The President, as soon as
reasonably possible after the close of the fiscal year, shall submit to the
Directors a report of the operations of the corporation for such year and a
statement of its affairs and shall from time to time report to the Board of
Directors all matters within his knowledge which the interests of the
corporation may require to be brought to its notice. In the absence or
disability of the Chief Executive Officer, his powers and duties shall be
performed by the President. In the absence or disability of the President,
his powers and duties shall be performed by one or more of the Executive Vice
Presidents or Senior Vice Presidents designated for the purpose by the
Directors. Each Executive Vice President and Senior Vice President shall have
such powers and perform such duties as the Directors shall from time to time
designate.

Section 9.  Chief Financial Officer.  The Chief Financial Officer shall be
the principal financial officer of the corporation.  Subject to the direction
and control of the Chief Executive Officer and the Directors, he shall
formulate, advise on, and manage the financial policies and finances of the
corporation, including but not limited to treasury, cash management,
borrowing, lending, issuing and retiring stock and other securities,
taxation, and financial planning and controls.  From time to time, he shall
promptly render such reports on the financial condition of the corporation as
the Chief Executive Officer or the Directors may require.  The Treasurer
shall report to the Chief Financial Officer, and the Chief Financial Officer
shall have all powers that the Treasurer has except as may be limited by the
Articles of Organization, these By-laws, or applicable law.  The Chief
7

Financial Officer shall perform such duties and have such powers additional
to the foregoing as the Chief Executive Officer or the Directors may
designate.

Section 10.  Treasurer.  The Treasurer shall report to the Chief Financial
Officer.  The Treasurer shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as shall be designated by the Chairman of
the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer, or the Directors or in the absence of such designation in
such depositories as he shall from time to time deem proper.  He shall
disburse the funds of the corporation as shall be ordered by the Chairman of
the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer, or the Directors, taking proper vouchers for such
disbursements.  He shall promptly render to the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, and Directors such statements of his transactions and accounts as
the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Financial Officer, and Directors respectively may from time to time
require.  The Treasurer shall perform such duties and have such powers
additional to the foregoing as the Chairman of the Board of Directors, the
Chief Executive Officer, the President, the Chief Financial Officer, or the
Directors may designate.

Section 11.  Assistant Treasurers.  In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant
Treasurer, if only one, or, if more than one, by the one designated for the
purpose by the Chief Executive Officer. Each Assistant Treasurer shall have
such other powers and perform such other duties as the Chief Executive
Officer shall from time to time designate.

Section 12.  Clerk.  The Clerk shall record in books kept for the purpose all
votes and proceedings of the stockholders and, if there be no Secretary or
Assistant Secretary, of the Directors at their meetings. Unless the Directors
shall appoint a transfer agent and/or registrar or other officer or officers
for the purpose, the Clerk shall be charged with the duty of keeping, or
causing to be kept, accurate records of all stock outstanding, stock
certificates issued and stock transfers; and, subject to such other or
different rules as shall be adopted from time to time by the Directors, such
records may be kept solely in the stock certificate books. The Clerk shall
perform such duties and have such powers additional to the foregoing as the
Directors shall designate.

Section 13.  Assistant Clerks.  In the absence of the Clerk from any meeting
of the stockholders or, if there be no Secretary or Assistant Secretary, from
any meeting of the Directors, the Assistant Clerk, if one be elected, or, if
there be more than one, the one designated for the purpose by the Directors,
otherwise a Temporary Clerk designated by the person presiding at the
meeting, shall perform the duties of the Clerk. Each Assistant Clerk shall
have such other powers and perform such other duties as the Directors may
from time to time designate.

Section 14.  Secretary and Assistant Secretaries.  If a Secretary is elected,
he shall keep a record of the meetings of the Directors and in his absence,
an Assistant Secretary, if one be appointed or, if there be more than one,
the one designated for the purpose by the Chief Executive Officer, otherwise
a Temporary Secretary designated by the person presiding at the meeting,
8

shall perform the duties of the Secretary. Each Assistant Secretary shall
have such other powers and perform such other duties as the Chief Executive
Officer may from time to time designate.


ARTICLE FOURTH

Provisions Relating to Capital Stock

Section 1.  Certificates of Stock.  Each stockholder shall be entitled to a
certificate or certificates representing in the aggregate the shares owned by
him and certifying the number and class thereof, which shall be in such form
as the Directors shall adopt. Each certificate of stock shall be signed by
the Chairman of the Board of Directors, the President or a Vice President and
by the Treasurer or an Assistant Treasurer, but when a certificate is
countersigned by a transfer agent or a registrar, other than a Director,
officer or employee of the corporation, such signatures may be facsimiles. In
case any officer who has signed or whose facsimile signature has been placed
on such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the time of its issue. Every certificate
for shares of stock which are subject to any restriction on transfer pursuant
to the Articles of Organization, the By-laws or any agreement to which the
corporation is a party, shall have the restriction noted conspicuously on the
certificate and shall also set forth on the face or back either the full text
of the restriction or a statement of the existence of such restriction and a
statement that the corporation will furnish a copy to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications and rights, and a
statement that the corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge.

Section 2.  Transfer of Stock.  The stock of the corporation shall be
transferable, so as to affect the rights of the corporation, only by transfer
recorded on the books of the corporation, in person or by duly authorized
attorney, and upon the surrender of the certificate or certificates properly
endorsed or assigned.

Section 3.  Equitable Interests Not Recognized.  The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person except as may be otherwise expressly provided by law.

Section 4.  Lost or Destroyed Certificates.  The Directors of the corporation
may, subject to Massachusetts General Laws, Chapter 156B, Section 29, as
amended from time to time, determine the conditions upon which a new
certificate of stock may be issued in place of any certificate alleged to
have been lost, destroyed, or mutilated.

Section 5.  Massachusetts Chapter 110D.  Until such time as this Section 5 of
Article Fourth shall be repealed or these By-Laws shall be amended in
accordance with Article Twelfth hereof to provide otherwise, the provisions
of Chapter 110D of the Massachusetts General Laws shall not apply to "control
9

share acquisitions" of the Corporation within the meaning of said Chapter
110D.


ARTICLE FIFTH

Record Date

The Directors may fix in advance a time which shall be not more than sixty
days prior to (a) the date of any meeting of stockholders, (b) the date for
the payment of any dividend or the making of any distribution to
stockholders, or (c) the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof, the right to receive such dividend
or distribution, or the right to give such consent or dissent. In such case
only stockholders of record on such date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after
the record date. Without fixing such record date the Directors may for any of
such purposes close the transfer books for all or any part of such period.


ARTICLE SIXTH

Stock in Other Corporations

Except as the Directors may otherwise designate, the Chief Executive Officer,
the President, the Chief Financial Officer, or the Treasurer may waive notice
of, and appoint any person or persons to act as proxy or attorney in fact for
this corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.


ARTICLE SEVENTH

Inspection of Records

Books, accounts, documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business.
The original, or attested copies, of the Articles of Organization, By-laws
and records of all meetings of the incorporators and stockholders, and the
stock and transfer records, which shall contain the names of all stockholders
and the record address and the amount of stock held by each, shall be kept in
Massachusetts at the principal office of the corporation, or at an office of
its transfer agent or of the Clerk. Said copies and records need not all be
kept in the same office. They shall be available at all reasonable times to
the inspection of any stockholder for any proper purpose not to secure a list
of stockholders for the purpose of selling said list or copies thereof or of
using the same for a purpose other than in the interest of the applicant, as
a stockholder, relative to the affairs of the corporation.







10

ARTICLE EIGHTH

Checks, Notes, Drafts and Other Instruments

Checks, notes, drafts and other instruments for the payment of money or money
drawn or endorsed in the name of the corporation may be signed by any officer
or officers or person or persons authorized by the Board of Directors to sign
the same. No officer or person shall sign any such instrument as aforesaid
unless authorized by said Board to do so.


ARTICLE NINTH

Seal

The seal of the corporation shall be circular in form, bearing the
inscription - M/A-COM, INC. BOSTON MASS. - ESTABLISHED 1950. The Clerk shall
have custody of the seal and may affix it (as may any other officer if
authorized by the Directors) to any instrument requiring the corporate seal.


ARTICLE TENTH

Fiscal Year

The fiscal year of the corporation shall be the year ending with the Saturday
nearest to the last day of September in each year.


ARTICLE ELEVENTH

Indemnification of Directors, Officers and
Certain Employees and Agents

Section 1.  In General.  Subject to the limitations set forth in this
ARTICLE, to the extent permitted by applicable law, the corporation shall
indemnify and save harmless each person who at the time of the adoption of
this By-law is, or at any time thereafter shall be, (i) a Director or officer
of the corporation or any Entity controlled directly or indirectly by the
corporation, (ii) a former Director or officer of the corporation or any
Entity controlled directly or indirectly by the corporation, (iii) a person
who serves or has served at the request of the corporation in any capacity
with respect to any employee benefit plan, and (iv) the heirs, executors and
administrators of any such person, from and against all costs, expenses and
liabilities imposed upon, or reasonably incurred by, him or them in
connection with, or resulting from, any claim, action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative
hearing, appeal, or any other proceeding, whether civil, criminal,
administrative or investigative (hereinafter, a "Proceeding") to which he or
they may be or become subject (including, without limitation, being required
to appear as a non-party witness) by reason of such person's at any time (i)
being or having been a Director or officer of the corporation, (ii) serving
or having served at the request of the corporation in any capacity with
respect to any employee benefit plan, or (iii) serving or having served as a
Director, officer, employee or other agent of any other corporation or Entity
at the request of the corporation, or by reason of any alleged acts or
omissions of his (whether alleged to have occurred before or after the
adoption of this By-law) in any such capacity, whether or not he continues to
11

serve in such capacity at the time any such costs, expenses and liabilities
are imposed or incurred. As used in this ARTICLE, the term "officer" shall
include the officers enumerated in Section 1 of ARTICLE THIRD hereof, all
Founder Directors of the corporation and, as to any Entity, all persons
elected or appointed to serve in any similar capacity or as any financial,
accounting, tax or legal officer of such Entity by the stockholders,
Directors, partners, trustees or similar members, as the case may be, or any
executive officer of such Entity, and the term "Entity" shall mean any
corporation, partnership, trust, foundation, association, organization or
other legal entity and any group or division comprised of all or part of the
corporation and its subsidiaries.

Section 2.  Costs, Expenses and Liabilities.  As used in this ARTICLE, the
term "costs, expenses and liabilities" shall be deemed to include, but not to
be limited to, judgments, penalties, fines, taxes, court costs, attorneys'
fees and retainers, transcript costs, fees of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend or investigating a Proceeding, and amounts paid or
payable in any settlement; provided that no payment shall be made pursuant to
this ARTICLE for amounts paid or payable in any settlement unless such
settlement is authorized, or at any time approved or ratified, by (i) a
majority vote of a quorum consisting of disinterested Directors, (ii) a
majority vote of a committee of the Board of Directors consisting of all the
disinterested Directors, (iii) if there are not two or more disinterested
Directors in office, then by a majority of the Directors then in office,
provided they have obtained a written opinion by special independent legal
counsel appointed by a majority of the Directors to the effect that, based
upon a reasonable investigation of the relevant facts as described in such
opinion, the person to be indemnified appears to have acted in good faith in
the reasonable belief that his action was in the best interests of the
corporation or, to the extent that such matter relates to service with
respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan, or (iv) by a
court of competent jurisdiction. Notwithstanding the foregoing, no payment
shall be made pursuant to this ARTICLE in respect of any claim, issue or
matter in any Proceeding as to which the person seeking indemnification shall
have been adjudicated to be liable to the corporation, any Entity controlled
directly or indirectly by the corporation or any employee benefit plan with
respect to which the person seeking indemnification serves or has served in
any capacity at the request of the corporation; provided, however, that
indemnification against costs, expenses and liabilities payable to parties
other than the corporation or any such Entity or employee benefit plan shall
nevertheless be paid by the corporation to the extent that the court in which
such Proceeding shall have been brought or is pending shall determine. The
corporation shall not be required pursuant to this ARTICLE to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent
that the person seeking indemnification has otherwise actually received such
payment, pursuant to an insurance policy, contract, agreement or otherwise.
The corporation may require that persons receiving indemnification pursuant
to this ARTICLE first deliver an undertaking to the effect that, upon the
subsequent receipt of any like payment, pursuant to an insurance policy,
contract, agreement or otherwise, the indemnified person shall promptly remit
the amount of such payment to the corporation.

Section 3.  Limitations on Indemnification.  No payment shall be made
pursuant to this ARTICLE to any person, or to his heirs, executors or
12

administrators, with respect to any matter as to which it shall be finally
adjudicated that such person did not act in good faith in the reasonable
belief that his action was in the best interests of the corporation, or to
the extent that such matter relates to service with respect to an employee
benefit plan, in good faith in the reasonable belief that his action was in
the best interests of the participants or beneficiaries of such employee
benefit plan. If any amounts shall have been advanced pursuant to Section 4
hereof to or for the account of any person with respect to any matter as to
which such a final adjudication shall have been made, then such person, and
his heirs, executors and administrators, shall be obligated to refund to the
corporation all such amounts.

Section 4.  Payments During the Pendency of a Proceeding.  The corporation
may pay the expenses incurred by any person claiming to be entitled to
indemnification pursuant to this ARTICLE in connection with any Proceeding in
advance of the final disposition thereof, upon receipt of an undertaking by
such person to repay such payment if he shall be adjudicated to be not
entitled to indemnification pursuant to this ARTICLE, which undertaking may
be accepted by the corporation without reference to the financial ability of
such person to make repayment.

Section 5.  Interpretation and Application.  All questions regarding the
interpretation or application of this Article to any person or Proceeding
shall be determined by, or in the manner designated by, a vote of a majority
of the disinterested Directors of the corporation. The corporation may, to
the extent authorized from time to time by a majority of the disinterested
Directors of the corporation, grant indemnification to any employee or agent
of the corporation or any other person who serves or has served at the
request of the corporation as an employee or agent of another Entity to the
fullest extent of the provisions of this ARTICLE. With respect to any person
or Proceeding, the term "disinterested Directors of the corporation" shall
mean all Directors of the corporation, other than such person, who are not
parties to, or otherwise personally interested in, such Proceeding.

Section 6.  Miscellaneous.  The rights of indemnification provided in this
ARTICLE shall be in addition to any other rights to which any indemnified
person or his heirs, executors or administrators may be entitled as a matter
of law or otherwise. Nothing hereinbefore in this ARTICLE contained shall in
any event or under any circumstances form the basis for any inference,
result, conclusion, ruling, or decision more stringent than would be reached
or applied in the absence of the foregoing provisions of this ARTICLE. If any
term or provision of this ARTICLE, or the application thereof to any person
or circumstances, shall to any extent be held invalid or unenforceable, the
remainder of this ARTICLE, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this ARTICLE shall be held valid and be enforced to the fullest extent
permitted by law. To the extent required by law, this ARTICLE shall be
subject to amendment or repeal only by action of the stockholders of the
corporation.


ARTICLE ELEVENTH A

Conflict of Interest

Section 1.  No director or officer of this corporation shall in any event or
under any circumstances be under any liability or accountability to this
13

corporation which except for these provisions in this Section 1 might result
by reason of or from any dealing, contracting or other transaction (before or
after the adoption of this By-law) entered into between this corporation and
any one or more enterprises the operations of the business of which are
supervised, under written contract or otherwise, by the same person, firm,
corporation, trust, association, or other entity, legal or otherwise, which
then is supervising the operation of the business of this corporation, or
entered into between this corporation and said supervisor (said enterprises,
so supervised, and said supervisor being hereinafter in this ARTICLE called
"said outside enterprises"), or by reason of or from the fact that such
director or officer has been (prior to the adoption of this By-law) or is
thereafter at any time a member, director, officer, or stockholder of, or
otherwise, directly or indirectly, connected with or interested in said
outside enterprises, or any one or more of them, or by reason of or from any
action at any time (before or after the adoption of this By-law) taken or
omitted by any such director or officer as director or officer of this
corporation or on behalf of any one or more of said outside enterprises in
relation to matters with respect to which both this corporation and any one
or more of said outside enterprises are interested or concerned in common or
adversely to each other; and no director or officer of this corporation shall
in any event or under any circumstances be under any liability or
accountability to this corporation which except for these provisions in this
Section 1 might result by reason of or from any failure to disclose or to
have disclosed such connection or interest, and no director or officer shall
be under any obligation to disclose such connection or interest.

Section 2.  No director or officer of this corporation shall in any event or
under any circumstances be disqualified from dealing, contracting or
participating in any transactions (before or after the adoption of this By-
law) between this corporation and such director or between this corporation
and said outside enterprises or any other enterprises, or any one or more of
them, nor shall any vote, decision or action of such director or officer or
of the Board of Directors (before or after the adoption of this By-law) with
respect to any transaction, in any event or under any circumstances, be
questioned or invalidated by reason of any connection or interest of any
director or officer with or in such transaction or with or in said outside or
other enterprises, or any one or more of them; nor shall any dealing,
contract, or other transaction (before or after the adoption of this By-law)
entered into between this corporation and said director or officer or said
outside or other enterprises, or any one or more of them, in any event or
under any circumstances, be affected or invalidated by the fact that any one
or more directors or officers of this corporation (whether or not
participating in this corporation's action with respect thereto or voting
thereon or being present at any meeting at which said action shall be
authorized) are or were at any time directors or officers of or in any other
way, directly or indirectly, connected with or interested in said outside or
other enterprises, or any one or more of them, or with or in said dealing,
contract, or other transaction, nor shall any such dealing, contract, or
other transaction, in any event or under any circumstances, be affected or
invalidated by any failure by any such director or officer to disclose or to
have disclosed such connection or interest.

Section 3.  No dealing, contract, or other transaction of this corporation
(entered into before or after the adoption of this By-law) in which a
director or officer of this corporation has or had any personal or adverse
interest, directly or indirectly, and no conduct (before or after the
adoption of this By-law) by a director or officer of this corporation, which
except for these provisions in this Section 3 might result in any liability
14

or accountability by such director or officer to this corporation or be void
or voidable, shall in any event or under any circumstances result in any such
liability or accountability or be void or voidable if such dealing, contract,
or other transaction, or such conduct shall have been authorized, or shall be
or have been at any time ratified or approved, by an affirmative vote of the
holders of record (whether or not such holders of record shall, directly or
indirectly, be or have been or include or have included such director or
officer, or his personal representatives, and whether or not such director or
officer, or his personal representatives, shall be or have been a director or
officer of any such holder, or of any direct or indirect stockholder in such
holder, or shall be or have been otherwise, directly or indirectly, connected
with or interested in any such holder) of not less than such proportion of
the voting stock of this corporation as is required to effect action by the
stockholders, at any annual or special meeting of the stockholders duly
called and warned for the purpose.

Section 4.  As used in this ARTICLE, the term "officer" shall include the
officers enumerated in Section 1 of ARTICLE THIRD hereof and all persons
elected or appointed to serve in any similar capacity or as any financial,
accounting, tax or legal officer of the corporation by the stockholders or
any executive officer of the corporation.

Section 5.  Nothing hereinbefore in this ARTICLE contained shall in any event
or under any circumstances form the basis for any inference, result,
conclusion, ruling, or decision more stringent than would be reached or
applied in the absence of the foregoing provisions of this ARTICLE. If any
term or provision of this ARTICLE, or the application thereof to any person
or circumstances, shall to any extent be held invalid or unenforceable, the
remainder of this ARTICLE, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this ARTICLE shall be held valid and be enforced to the fullest extent
permitted by law.


ARTICLE TWELFTH

Amendments

These By-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in
the notice of the meeting. If authorized by the Articles of Organization, the
Directors may also make, amend, or repeal these By-laws in whole or in part
by a two-thirds vote of the Directors then in office, except with respect to
any provision thereof which by law, the Articles of Organization, or these By-
laws requires action by the stockholders. Not later than the time of giving
notice of the meeting of stockholders next following the making, amending or
repealing by the Directors of any By-law, notice thereof stating the
substance of such change shall be given to all stockholders entitled to vote
on amending the By-laws. Any By-law adopted by the Directors may be amended
or repealed by the stockholders.

END OF BY-LAWS