<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>b65742amexv3w2.txt
<DESCRIPTION>EX-3.2 AMENDED AND RESTATED BY-LAWS
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                           ALLEGRO MICROSYSTEMS, INC.

                             (ADOPTED JULY 5, 2007)

                                    ARTICLE I

                                     OFFICES

     The corporation shall continuously maintain in the State of Delaware a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the State of
Delaware.

                                   ARTICLE II

                                  STOCKHOLDERS

     SECTION 1. ANNUAL MEETING.

     (a) An annual meeting of the stockholders shall be held on such date and at
such time in each calendar year as the Board of Directors may, in its
discretion, determine, for the purpose of electing directors and for the
transaction of such other business as may properly come before the meeting.

     (b) Only such business shall be conducted at an annual meeting of
stockholders as shall have been properly brought before the meeting. For
business to be properly brought before the meeting, it must be: (i) authorized
by the Board of Directors and specified in the notice, or a supplemental notice,
of the meeting, (ii) otherwise brought before the meeting by or at the direction
of the Board of Directors or the chairman of the meeting, or (iii) otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given written notice thereof to the Secretary of the Corporation, delivered
or mailed to and received at the principal executive offices of the Corporation
not less than 90 days nor more than 120 days prior to the anniversary date of
the immediately preceding annual meeting; provided, however, that in the event
that no annual meeting was held in the previous year or the annual meeting is
called for a date that is not within 30 days from the anniversary date of the
preceding year's annual meeting date, written notice by a stockholder in order
to be timely must be received not later than the close of business on the tenth
day following the day on which the first public disclosure of the date of the
annual meeting was made. Delivery shall be by hand or by certified or registered
mail, return receipt requested. In no event shall the public disclosure of an
adjournment of an annual meeting commence a new time period for the giving of
stockholder's notice as described above. A stockholder's notice to the Secretary
shall set forth as to each item of business the stockholder proposes to bring
before the meeting: (1) a description of such item and the reasons for

<PAGE>

conducting such business at the meeting, (2) the name and address, as they
appear on the Corporation's records, of the stockholder proposing such business,
(3) a representation that the stockholder is a holder of record of shares of
stock of the Corporation entitled to vote with respect to such business and
intends to appear in person or by proxy at the meeting to move the consideration
of such business, (4) the class and number of shares of stock of the Corporation
which are beneficially owned by the stockholder (for purposes of the regulations
under Sections 13 and 14 of the Securities Exchange Act of 1934, as amended),
and (5) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business. No business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the meeting at which any business
is proposed by a stockholder shall, if the facts warrant, determine and declare
to the meeting that such business was not properly brought before the meeting in
accordance with the provisions of this paragraph (b), and, in such event, the
business not properly before the meeting shall not be transacted.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Chairman of the Board or the Chief Executive Officer of the
Corporation, by the Board of Directors or by the holders of not less than
one-half of all the outstanding shares of the Corporation entitled to vote on
the matter for which the meeting is called and by no other person. The Board of
Directors may, in its sole discretion, determine that the special meeting shall
not be held at any place, but shall be held solely by means of remote
communication, subject to such guidelines and procedures as the Board of
Directors may adopt, as permitted by applicable law. The business transacted at
a special meeting of stockholders shall be limited solely to matters relating to
the purpose or purposes stated in the notice of meeting.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting. If no designation is made,
the place of meeting shall be at the principal office of the Corporation.

     SECTION 4. NOTICE OF MEETING. Written notice stating the place, date, and
time of the meeting, the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, and in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall, unless otherwise provided by law, the
Certificate of Incorporation or these By-laws, be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally, by mail, or, to the extent and in the manner permitted by applicable
law, electronically, by or at the direction of the President, or the Secretary,
or the officer or persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at such stockholder's address as it appears on the records of the Corporation.
When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.

     SECTION 5. FIXING OF RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
stockholders


                                        2

<PAGE>

entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than sixty (60) days and, for a meeting of
stockholders or a determination of stockholders entitled to express consent to
corporate action in writing without a meeting, not less than ten (10) days,
immediately preceding such meeting or such action. If no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive a payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date. A determination of stockholders
entitled to vote at the meeting shall apply to any adjournment.

     SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares registered in the name of each stockholder, which list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
for a period of at least ten (10) days prior to such meeting: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours at the principal place of business of the
Corporation, and which list shall be subject to inspection by any stockholder,
and to copying at the stockholder's expense. In the event that the Corporation
determines to make the list available on an electronic network, the Corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a place, the
list shall also be produced 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.
If the meeting is to be held solely by means of remote communication, the list
shall be open to the examination of any stockholder during the whole time
thereof on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting. The original share ledger or transfer book shall be
prima facie evidence as to who are the stockholders entitled to examine such
list or share ledger or transfer book or to vote in person or by proxy at any
meeting of stockholders.

     SECTION 7. QUORUM; ADJOURNMENT.

     (a) Except as otherwise provided by law, the Certificate of Incorporation
or these By-laws, the holders of a majority of the outstanding shares of the
Corporation entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at any meeting of
stockholders, provided that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting at any time without further notice. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on a matter shall be the act of the stockholders, unless
the vote of a greater number or voting by classes is required by law, the
Certificate of Incorporation or these By-laws. At any adjourned meeting at which
a quorum shall be present or represented, any business may be transacted which
might have been


                                       3

<PAGE>

transacted at the original meeting. Withdrawal of stockholders from any meeting
shall not cause failure of a duly constituted quorum at that meeting.

     (b) Any annual or special meeting of stockholders may be adjourned from
time to time to reconvene at the same or some other place, if any, and notice
need not be given of any such adjourned meeting if the date, time and place, if
any, thereof and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed present in person and vote at such
adjourned meeting are announced at the meeting at which the adjournment is
taken. At the adjourned meeting any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting in accordance
with Sections 4 and 5 of this Article II.

     SECTION 8. PROXIES.

     (a) At all meetings of stockholders, a stockholder may vote in person or by
proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three (3) years from the date of its execution, unless otherwise provided in the
proxy. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing with the Secretary an instrument in writing revoking the proxy or
another duly executed proxy bearing a later date.

     (b) A stockholder may authorize another person or persons to act for such
stockholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such stockholder
or such stockholder's authorized officer, director, partner, employee or agent
(or, if the stock is held in a trust or estate, by a trustee, executor or
administrator thereof) signing such writing or causing his or her signature to
be affixed to such writing by any reasonable means, including, but not limited
to, facsimile signature, or (ii) by transmitting or authorizing the transmission
of a telegram or other means of electronic transmission (a "Transmission") to
the person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization or like agent duly authorized by the person
who will be the holder of the proxy to receive such Transmission; provided that
any such Transmission must either set forth or be submitted with information
from which it can be determined that such Transmission was authorized by such
stockholder.

     (c) Any inspector or inspectors appointed pursuant to Article II, Section 9
of these By-laws shall examine Transmissions to determine if they are valid. If
no inspector or inspectors are so appointed, the Secretary or such other person
or persons as shall be appointed from time to time by the Board of Directors
shall examine Transmissions to determine if they are valid. If it is determined
that a Transmission is valid, the person or persons making that determination
shall specify the information upon which such person or persons relied. Any
copy, facsimile telecommunication or other reliable reproduction of such a
writing or Transmission may be substituted or used in lieu of the original
writing or Transmission for any and all purposes for


                                        4

<PAGE>

which the original writing or Transmission could be used; provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or Transmission.

     SECTION 9. VOTING OF SHARES.

     (a) Each outstanding share, regardless of class, shall be entitled to one
vote by the holder thereof in each matter submitted to a vote at a meeting of
stockholders and in respect of which such stockholder has voting power.

     (b) Voting at meetings of stockholders need not be by written ballot and
need not be conducted by inspectors of election unless so required by Section
9(c) of this Article II of these By-laws or so determined by the holders of
stock having a majority of the votes which could be cast by the holders of all
outstanding stock entitled to vote which are present in person or by proxy at
such meeting. Unless otherwise provided in the Certificate of Incorporation,
directors shall be elected by a plurality of the votes cast in the election of
directors. Each other question shall, unless otherwise provided by law, the
Certificate of Incorporation or these By-laws, be decided by the vote of the
holders of stock having a majority of the votes which could be cast by the
holders of all stock entitled to vote on such question which are present in
person or by proxy at the meeting.

     (c) If the Corporation has a class of voting stock that is (i) listed on a
national securities exchange, (ii) authorized for quotation on an interdealer
quotation system of a registered national securities association or (iii) held
of record by more than 2,000 stockholders, the Board of Directors shall, in
advance of any meeting of stockholders, appoint one or more inspectors
(individually an "Inspector," and collectively the "Inspectors") to act at such
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate Inspectors to replace any Inspector who shall
fail to act. If no Inspector or alternate is able to act at such meeting, the
chairman of the meeting shall appoint one or more other persons to act as
Inspectors. Each Inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
Inspector with strict impartiality and according to the best of his or her
ability.

     The Inspectors shall (i) ascertain the number of shares of stock of the
Corporation outstanding and the voting power of each, (ii) determine the number
of shares of stock of the Corporation present in person or by proxy at such
meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period of time a record of
the disposition of any challenges made to any determination by the Inspectors
and (v) certify their determination of the number of such shares present in
person or by proxy at such meeting and their count of all votes and ballots. The
Inspectors may appoint or retain other persons or entities to assist them in the
performance of their duties.

     The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
such meeting. No ballots, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the Inspectors after the closing of the
polls unless the Court of Chancery of the State of Delaware upon application by
any stockholder shall determine otherwise.


                                        5

<PAGE>

     In determining the validity and counting of proxies and ballots, the
Inspectors shall be limited to an examination of the proxies, any envelopes
submitted with such proxies, any information referred to in Sections 9(b) and 10
of this Article II, ballots and the regular books and records of the
Corporation, except that the Inspectors may consider other reliable information
for the limited purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees or similar persons which represent more
votes than the holder of a proxy is authorized by a stockholder of record to
cast or more votes than such stockholder holds of record. If the Inspectors
consider other reliable information for the limited purpose permitted herein,
the Inspectors, at the time they make their certification pursuant to the second
paragraph of this Section 9(b), shall specify the precise information considered
by them, including the person or persons from whom such information was
obtained, when and the means by which such information was obtained and the
basis for the Inspectors' belief that such information is accurate and reliable.

     SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the
Corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote at any given
time.

     Shares registered in the name of another corporation, domestic or foreign,
may be voted by any officer, agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation.

     Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, or court
appointed guardian. Shares registered in the name of a trustee may be voted by
such trustee, either in person or by proxy.

     Shares registered in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority so to do
is contained in an appropriate order of the court by which such receiver was
appointed.

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

     SECTION 11. ACTION BY WRITTEN CONSENT OF STOCKHOLDERS. Any action required
to be taken at any annual or special meeting of the stockholders of the
Corporation, or any other action which may be taken at a meeting of the
stockholders, may be taken without a meeting and without a vote, if (a) a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voting, and (b) all
appropriate notices required by the General Corporate Law of the State of
Delaware and/or the Securities Exchange Act of 1934 are provided to those
stockholders who do not consent in writing to such action.


                                        6

<PAGE>

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors, which may exercise all powers of the
Corporation and perform all lawful acts that are not by law, the Certificate of
Incorporation, or these By-laws directed or required to be exercised or
performed by the stockholders.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than five (5) and not more than nine (9).
Within such limits, the number of directors shall be fixed by and may be changed
from time to time by the stockholders or the board of directors. Each director
shall hold office until his or her successor shall have been duly elected and
qualified, or until his or her earlier removal, resignation, death or
incapacity. An election of all directors by the stockholders shall be held at
each annual meeting of the stockholders. A director need not be a resident of
Delaware or a stockholder of the Corporation.

     SECTION 3. ELECTION OF DIRECTORS. Only persons who are nominated in
accordance with the procedures set forth in this Section 3 shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board of Directors may be made at a meeting of stockholders by the Board of
Directors or by any stockholder of the Corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 3. Any nomination by a stockholder must be made by written
notice to the Secretary delivered or mailed to and received at the principal
executive offices of the Corporation: (i) with respect to an election to be held
at an annual meeting of stockholders, not less than 90 days nor more than 120
days prior to the anniversary date of the immediately preceding annual meeting;
provided, however, that in the event that no annual meeting was held in the
previous year or the annual meeting is called for a date that is not within
thirty (30) days from the anniversary date of the preceding year's annual
meeting date, written notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which public disclosure of the date of the annual meeting was made,
and (ii) with respect to an election to be held at a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on which the first
public disclosure of the date of the special meeting was made. Delivery shall be
by hand, or by certified or registered mail, return receipt requested. In no
event shall the public announcement of an adjournment of any annual or special
meeting commence a new time period for giving of a stockholder notice as
described above. A stockholder's notice to the Secretary shall set forth (x) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director: (1) the name, age, business address and residence
address of such person, (2) the principal occupation or employment of such
person, (3) the class and number of shares of stock of the Corporation which are
beneficially owned by such person (for the purposes of the regulations under
Sections 13 and 14 of the U.S. Securities Exchange Act of 1934, as amended), (4)
any other information relating to such person that would be required to be
disclosed in solicitations of proxies for the election of such person as a
director of the Corporation pursuant to Regulation 14A under the U.S. Securities
Exchange Act of 1934, as amended, had the nominee been nominated by the


                                        7

<PAGE>

Board of Directors, and (5) such person's written consent to being named in any
proxy statement as a nominee and to serving as a director if elected; and (y) as
to the stockholder giving notice: (1) the name and address, as they appear on
the Corporation's records, of such stockholder, (2) the class and number of
shares of stock of the Corporation which are beneficially owned by such
stockholder (determined as provided in clause (x)(3) above), (3) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote on the election of directors at such meeting and
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, and (4) a description of
all agreements, arrangements or understandings between the stockholder and each
nominee of the stockholder and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder. At the request of the Board of Directors any person nominated
by the Board of Directors for election as a director shall furnish to the
Secretary that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation. The chairman of the meeting at which a
stockholder nomination is presented shall, if the facts warrant, determine and
declare to the meeting that such nomination was not made in accordance with the
procedures prescribed by this paragraph (b), and, in such event, the defective
nomination shall be disregarded.

     SECTION 4. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held, without other notice than this By-law, immediately after the
annual meeting of stockholders, for the purpose of organizing the Board of
Directors, electing officers and transacting any other business that may
properly come before such meeting. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.

     SECTION 5. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the Chairman of the Board, or the Chief
Executive Officer or the Secretary of the Corporation or by a majority of the
Board of Directors. The purpose or purposes of a special meeting need not be
stated in the notice. The person or persons authorized to call special meetings
of the Board of Directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

     SECTION 6. NOTICE. Notice of any special meeting shall be given at least
five (5) days previous thereto by written notice to each director at his
business address.

     SECTION 7. QUORUM. A majority of the board of directors shall constitute a
quorum for transaction of business at any meeting of the board of directors and
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or the Certificate of Incorporation, provided that
if less than a majority of such number of directors are present at said meeting,
a majority of the directors present may adjourn the meeting at any time. When a
meeting is adjourned to another time or place (whether or not a quorum is
present), notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting


                                        8

<PAGE>

at which the adjournment is taken. At the adjourned meeting, the Board of
Directors may transact any business which might have been transacted at the
original meeting.

     SECTION 8. MANNER OF ACTING; ORGANIZATION; PLACE OF MEETINGS. The act of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of a greater number
is required by law, the Certificate of Incorporation or these By-laws. Meetings
of the Board of Directors shall be presided over by the Chairman of the Board,
or in his or her absence, by a chairman chosen at the meeting. The Secretary
shall act as secretary of each such meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting. The Board of Directors may hold meetings, both regular and special,
either within or without the State of Delaware.

     SECTION 9. RECORDS. The Board of Directors shall cause to be kept a record
containing the minutes of the proceedings of the meetings of the Board of
Directors and of the stockholders, appropriate stock books and registers and
such books of records and accounts as may be necessary for the proper conduct of
the business of the Corporation.

     SECTION 10. RELIANCE UPON RECORDS. Every director, and every member of any
committee of the Board of Directors, shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board of Directors, or by any other person as to matters the director or member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation, including, but not limited to, such records, information, opinions,
reports or statements as to the value and amount of the assets, liabilities
and/or net profits of the Corporation, or any other facts pertinent to the
existence and amount of surplus or other funds from which dividends might
properly be declared and paid, or with which the Corporation's capital stock
might properly be purchased or redeemed.

     SECTION 11. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the number of directors may be filled by a majority of the
directors then in office although less than a quorum, or by a plurality of the
votes cast in the election of directors at a meeting of stockholders, and each
director so chosen shall hold office until the next annual meeting of
stockholders and until his or her successor is elected and qualified, or until
his or her earlier removal, resignation, death or incapacity.

     SECTION 12. REMOVAL OR RESIGNATION.

     (a) Except as otherwise provided by law or the Certificate of
Incorporation, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

     (b) Any director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board, or the Secretary of the
Corporation. Unless otherwise specified in such written notice, a resignation
shall take effect on delivery thereof to the Board of


                                        9

<PAGE>

Directors or the designated officer. It shall not be necessary for a resignation
to be accepted before it becomes effective.

     SECTION 13. ACTION BY WRITTEN CONSENT OF DIRECTORS. Any action required to
be taken at a meeting of the Board of Directors or any other action which may be
taken at a meeting of the Board of Directors or a committee thereof, may be
taken without a meeting if a consent in writing (which may be in counterparts)
or by electronic transmission, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof, or by all the members of such committee, as the case may be.

     The consent shall be evidenced by one or more written or electronic
transmission approvals, each of which sets forth the action taken and bears the
signature of one or more directors. All the approvals evidencing the consent
shall be delivered to the Secretary to be filed in the corporate records. The
action taken shall be effective when all the directors have approved the consent
unless the consent specifies a different effective date.

     SECTION 14. COMPENSATION. The Board of Directors shall have the authority
to fix the compensation of directors on such basis as is determined by the Board
of Directors, and to authorize reimbursement of directors for expenses, if any,
of attendance at each meeting of the board of directors or of a committee. Any
director receiving compensation under these provisions shall not be barred from
serving the Corporation in any other capacity and receiving compensation and
reimbursement of expenses for such services.

     SECTION 15. INTERESTED DIRECTORS. A director who is directly or indirectly
a party to a contract or transaction with the Corporation, or is a director or
officer of or has a financial interest in any other corporation, partnership,
association or other organization which is a party to a contract or transaction
with the Corporation, may be counted in determining whether a quorum is present
at any meeting of the Board of Directors or a committee thereof at which such
contract or transaction is considered or authorized, and such director may
participate in such meeting and vote on such authorization to the extent
permitted by applicable law, including Section 144 of the General Corporation
Law of the State of Delaware.

     SECTION 16. ATTENDANCE BY CONFERENCE TELEPHONE. Members of the Board of
Directors or of any committee of the Board of Directors may participate in and
act at any meeting of such board or committee through the use of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute attendance and presence in person at the meeting of the
person or persons so participating.

                                   ARTICLE IV

                                   COMMITTEES

     SECTION 1. FORMATION OF COMMITTEES. The Board of Directors may create one
or more committees, including, without limitation, audit, compensation and
nominating committees, as it may determine and appoint members of the Board of
Directors to


                                       10

<PAGE>

serve on the committee or committees. Each committee shall have two or more
members who shall serve at the pleasure of the Board of Directors. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member.

     SECTION 2. POWERS OF COMMITTEES. Any such committee, to the extent
permitted by law and provided in these By-laws, in the resolution of the Board
of Directors designating such committee or in the charter of such committee, or
an amendment to such resolution or charter, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation.

     SECTION 3. QUORUM; COMMITTEE ACTIONS. Unless the appointment by the Board
of Directors requires a greater number, a majority of any committee shall
constitute a quorum and a majority of a quorum is necessary for committee
action. Subject to action of the Board of Directors, the committee by majority
vote of its members shall determine the time and place of meetings and the
notice required for meetings.

     SECTION 4. COMMITTEE RULES. Unless the Board of Directors otherwise
provides or as otherwise specified in the charter of such committee, each
committee designated by the Board of Directors may make, alter and repeal rules
for the conduct of its business. In the absence of such rules each committee
shall conduct its business in the same manner as the Board of Directors conducts
its business pursuant to Article III of these By-laws.

     SECTION 5. COMPENSATION OF COMMITTEE MEMBERS. Members of any committee
shall be entitled to such compensation for their services as members of the
committee and to such reimbursement for any reasonable expenses incurred in
attending committee meetings as may from time to time be fixed by the Board of
Directors. Any committee member receiving compensation under these provisions
shall not be barred from serving the Corporation in any other capacity and from
receiving compensation and reimbursement of expenses for such other services.

                                    ARTICLE V

                                     NOTICES

     SECTION 1. FORM AND DELIVERY. Whenever a provision of any law, the
Certificate of Incorporation, or these By-laws requires that notice be given to
any director or stockholder, it shall not be construed to require personal
notice unless so specifically provided, but such notice may be given in writing,
by mail addressed to the address of the director or stockholder as it appears on
the records of the Corporation, with postage prepaid. Notices shall be deemed to
be given when they are deposited in the United States mail. Notice to a director
may also be given personally or by electronic transmission sent to his address
as it appears on the records of the Corporation.


                                       11

<PAGE>

     SECTION 2. WAIVER. Whenever any notice is required to be given under the
provisions of the Certificate of Incorporation, these By-laws or under
applicable law, a waiver thereof in writing or by electronic transmission,
signed or, in the case of an electronic transmission, authorized, by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance at
any meeting shall constitute waiver of notice thereof unless the person at the
meeting objects at the beginning of the meeting to the holding of the meeting
because proper notice was not given. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice or any waiver by electronic
transmission unless so required by the Certificate or these bylaws.

                                   ARTICLE VI

                                    OFFICERS

     SECTION 1. NUMBER; AUTHORITY. The officers of the Corporation shall be
chosen by the Board of Directors and shall at a minimum include a President and
a Secretary. The Board of Directors may also elect a Chairman of the Board, one
or more vice presidents, a treasurer, one or more assistant secretaries or
assistant treasurers and such other officers and agents as it shall deem
appropriate. Any two or more offices may be held by the same person. The Board
of Directors may appoint, or empower the Chief Executive Officer to appoint,
such other officers and agents as the business of the Corporation may require.
Each of such officers and agents shall hold office for such period, have such
authority, and perform such duties as are provided in these By-laws or as the
Board of Directors may from time to time determine.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors, or at such other time as
the Board of Directors shall deem appropriate. Each officer shall hold office
until his or her successor shall have been duly elected and qualified, or until
his or her earlier resignation or removal.

     SECTION 3. RESIGNATION; REMOVAL; VACANCIES. Any officer may resign at any
time by giving written notice to the Chairman of the Board, the Chief Executive
Officer or the Secretary of the Corporation. Unless otherwise stated in a notice
of resignation, it shall take effect when received by the officer to whom it is
directed, without any need for its acceptance. The Board of Directors may remove
any officer with or without cause at any time. A vacancy occurring in any office
of the Corporation may be filled for the unexpired portion of the term thereof
by the Board of Directors at any regular or special meeting.

     SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders and directors at which he is
present. Except as otherwise expressly delegated by the Board of Directors or by
these By-laws to other officers or agents of the corporation, the Chairman of
the Board may execute, file, certify or acknowledge, any documents, instruments,
agreements, certificates, or reports, required or permitted to be executed,
filed, certified, or acknowledged by the president. The Chairman of the Board
shall have such other powers and duties as may from time to time be prescribed
by the By-laws or by resolutions of the Board of Directors.


                                       12

<PAGE>

     SECTION 5. PRESIDENT. Unless the Board of Directors shall designate another
person as Chief Executive Officer, the President shall be the Chief Executive
Officer of the Corporation. Subject to the direction and control of the Board of
Directors, he or she shall be in charge of the business of the Corporation;
shall see that the resolutions and directions of the Board of Directors are
carried into effect except in those instances in which that responsibility is
specifically assigned to some other person by the Board of Directors; and, in
general, shall discharge all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
Except in those instances in which the authority to execute is expressly
delegated to another officer or agent of the corporation or a different mode of
execution is expressly prescribed by the board of directors or these By-laws,
the President may execute for the Corporation certificates for its shares, and
any contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized to be executed. He or she may vote all securities which
the Corporation is entitled to vote except to the extent such authority shall be
vested in a different officer or agent of the Corporation by the board of
directors.

     SECTION 6. VICE PRESIDENTS. The Vice President (or in the event there be
more than one Vice President, each of the vice presidents) shall assist the
President in the discharge of his or her duties as the President may direct and
shall perform such other duties as from time to time may be assigned by the
President or the Board of Directors. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these By-laws, the Vice President (or each of them if
there are more than one) may execute for the corporation certificates for its
shares and any contracts, deeds, mortgages, bonds or other instruments which the
board of directors has authorized to be executed.

     SECTION 7. TREASURER. The Treasurer shall be the principal accounting and
financial officer of the Corporation. He or she shall: (a) have charge of and be
responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
Corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned by the Chief Executive
Officer or by the Board of Directors.

     SECTION 8. SECRETARY. The Secretary shall: (a) record the minutes of
meetings of the stockholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation; (d) sign with the
President, or a Vice President, or any other officer authorized by the board of
directors, certificates for shares of the Corporation, and any contracts, deeds,
mortgages, bonds, or other instruments which the Board of Directors has
authorized to be executed; (e) have authority to certify the By-laws,
resolutions of the stockholders and Board of Directors and committees thereof,
and other documents of the Corporation as true and correct copies thereof; and
(f) perform all duties incident to the office of Secretary and such other duties
as from time to time may be assigned by the Chief Executive Officer or by the
Board of Directors.


                                       13

<PAGE>

     SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
Chief Executive Officer or the Board of Directors. The assistant secretaries may
sign with the President, or a Vice President, or any other officer thereunto
authorized by the Board of Directors, certificates for shares of the
corporation, the issue of which shall have been authorized by the board of
directors, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, except when a
different mode of execution is expressly prescribed by the board of directors or
these By-laws.

     SECTION 10. COMPENSATION. Compensation of the officers shall be fixed from
time to time by the Board of Directors.

                                   ARTICLE VII

                                 INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, indemnify any person made or
threatened to be made a party to any action or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer or employee of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
agent or trustee of another corporation, partnership, joint venture, trust or
other entity, against all expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action or proceeding.

                                  ARTICLE VIII

                AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

     SECTION 1. AFFILIATED TRANSACTIONS. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its 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 or officer is present at or participates
in the meeting of the Board of Directors or committee thereof that authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose if:

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


                                       14

<PAGE>

     (b)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the stockholders
          entitled to vote thereon, and the contract or transaction is
          specifically approved in good faith by the vote of the stockholders;
          or

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

     SECTION 2. DETERMINING QUORUM. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorizes the contract or
transaction.

                                   ARTICLE IX

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an assistant secretary and shall be sealed
with the seal of the Corporation. All certificates for shares shall be
consecutively numbered. The name of the person owning the shares represented
thereby with the number of shares and date of issue shall be entered on the
books of the Corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed the owner thereof.

     SECTION 3. NEW CERTIFICATES; LOST CERTIFICATES. Except as provided in this
Section 3, no new certificates for shares shall be issued to replace a
previously issued certificate unless the latter is surrendered to the
Corporation and cancelled at the same time. The Corporation may issue a new
certificate of stock or uncertificated shares in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or such owner's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.


                                       15

<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

     SECTION 1. DISTIBRUTIONS. The Board of Directors of the corporation may
authorize, and the Corporation may make, dividends and distributions to its
stockholders subject to any restrictions in the Certificate of Incorporation or
as provided by law.

     SECTION 2. RESERVES. The Board of Directors shall have full power, subject
to the provisions of law and the Certificate of Incorporation, to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared as dividends and paid to the stockholders
of the Corporation. The Board of Directors, in its sole discretion, may fix a
sum that may be set aside or reserved over and above the paid-in capital of the
Corporation as a reserve for any proper purpose, and may, from time to time,
increase, diminish, or vary such amount.

     SECTION 3. FISCAL YEAR. Unless the Board of Directors shall determine
otherwise, the fiscal year of the Corporation shall be the 52 or 53 week period
ending on the last Friday of March.

     SECTION 4. SEAL. The corporate seal shall have inscribed thereon the name
of the Corporation and the words "Corporate Seal, Delaware." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

                                   ARTICLE XI

                                   AMENDMENTS

     These By-laws of the Corporation may be altered, amended or repealed by the
stockholders or the Board of Directors, provided that notice of the proposed
change was given in the notice of the meeting and, in the case of a meeting of
the Board of Directors, in a notice given not less than two (2) days prior to
the meeting; provided, however, that, in the case of amendments by the Board of
Directors, notwithstanding any other provisions of these By-laws or any
provision of law which might otherwise permit a lesser vote or no vote, the
affirmative vote of a majority of the members of the Board of Directors shall be
required to alter, amend or repeal any provision of these By-laws.


                                       16
</TEXT>
</DOCUMENT>
