Bylaws - Hewlett-Packard Co.


 
                                 BYLAWS
 
                                   OF
 
                          HEWLETT-PACKARD COMPANY
                         (a Delaware Corporation)
  
 
                                ARTICLE I 
  
                            CORPORATE OFFICES
  
     1.1  Registered Office. The registered office of the corporation
 shall be fixed in the Certificate of Incorporation of the corporation.
  
     1.2  Other Offices. The board of directors may at any time
 establish branch or subordinate offices at any place or places where the
 corporation is qualified to do business.
  
                                ARTICLE II
  
                        MEETINGS OF STOCKHOLDERS
  
     2.1  Place of Meetings. Meetings of stockholders shall be held at
 any place within or outside the State of Delaware designated by the board
 of directors.  In the absence of any such designation, stockholders'
 meetings shall be held at the registered office of the corporation.
  
     2.1  Annual Meeting.
          
          (a)  The annual meeting of stockholders shall be held each
               year on a date and at a time designated by the board of
               directors. At the meeting, directors shall be elected,
               and any other proper business may be transacted.
 
          (b)  At an annual meeting of the stockholders, only such
               business shall be conducted as shall have been properly
               brought before the meeting. To be properly brought
               before an annual meeting, business must be: (A)
               specified in the notice of meeting (or any supplement
               thereto) given by or at the direction of the board of
               directors, (B) otherwise properly brought before the
               meeting by or at the direction of the board of
               directors, or (C) otherwise properly 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 timely notice thereof in
               writing to the secretary of the corporation. To be
               timely, a stockholder's notice must be delivered to or
               mailed and received at the principal executive offices
               of the corporation not less than one hundred twenty
               (120) calendar days in advance of the date specified in
               the corporation's proxy statement released to
               stockholders in connection with the previous year's
               annual meeting of stockholders; provided, however, that
               in the event that no annual meeting was held in the
               previous year or the date of the annual meeting has
               been changed by more than thirty (30) days from the
               date contemplated at the time of the previous year's
               proxy statement, notice by the stockholder to be timely
               must be so received not later than the close of
               business on the later of one hundred twenty (120)
               calendar days in advance of such annual meeting or ten
               (10) calendar days following the date on which public
               announcement of the date of the meeting is first made.
               A stockholder's notice to the secretary shall set forth
               as to each matter the stockholder proposes to bring
               before the annual meeting: (i) a brief description of
               the business desired to be brought before the annual
               meeting and the reasons for conducting such business at
               the annual meeting, (ii) the name and address, as they
               appear on the corporation's books, of the stockholder
               proposing such business, (iii) the class and number of
               shares of the corporation which are beneficially owned
               by the stockholder, (iv) any material interest of the
               stockholder in such business, and (v) any other
               information that is required to be provided by the
               stockholder pursuant to Regulation 14A under the
               Securities Exchange Act of 1934, as amended (the '1934
               Act'), in his capacity as a proponent to a stockholder
               proposal. Notwithstanding the foregoing, in order to
               include information with respect to a stockholder
               proposal in the proxy statement and form of proxy for a
               stockholder's meeting, stockholders must provide notice
               as required by the regulations promulgated under the
               1934 Act.  Notwithstanding anything in these Bylaws to
               the contrary, 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
               annual meeting shall, if the facts warrant, determine
               and declare at the meeting that business was not
               properly brought before the meeting and in accordance
               with the provisions of this paragraph (b), and, if he
               should so determine, he shall so declare at the meeting
               that any such business not properly brought before the
               meeting shall not be transacted.
  
          (c)  Only persons who are nominated in accordance with the
               procedures set forth in this paragraph (c) shall be
               eligible for election as directors. Nominations of
               persons for election to the board of directors of the
               corporation may be made at a meeting of stockholders by
               or at the direction of 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 paragraph (c).
               Such nominations, other than those made by or at the
               direction of the board of directors, shall be made
               pursuant to timely notice in writing to the secretary
               of the corporation in accordance with the provisions of
               paragraph (b) of this Section 2.2. Such stockholder's
               notice shall set forth (i) as to each person, if any,
               whom the stockholder proposes to nominate for election
               or re-election as a director: (A) the name, age,
               business address and residence address of such person,
               (B) the principal occupation or employment of such
               person, (C) the class and number of shares of the
               corporation which are beneficially owned by such
               person, (D) a description of all arrangements or
               understandings between the stockholder and each nominee
               and any other person or persons (naming such person or
               persons) pursuant to which the nominations are to be
               made by the stockholder, and (E) any other information
               relating to such person that is required  to be
               disclosed in solicitations of proxies for elections of
               directors, or is otherwise required, in each case
               pursuant to Regulation 14A under the 1934 Act
               (including without limitation such person's written
               consent to being named in the proxy statement, if any,
               as a nominee and to serving as a director if elected);
               and (ii) as to such stockholder giving notice, the
               information required to be provided pursuant to
               paragraph (b) of this Section 2.2. At the request of
               the board of  directors, any person nominated by a
               stockholder for election as a director shall furnish to
               the secretary of the corporation that information
               required to be set forth in the stockholder's notice of
               nomination which pertains to the nominee. No person
               shall be eligible for election as a director of the
               corporation unless nominated in accordance with the
               procedures set forth in this paragraph (c). The 
               chairman of the meeting shall, if the facts warrants,
               determine and declare at the meeting that a nomination
               was not made in accordance with the procedures
               prescribed by these Bylaws, and if he should so
               determine, he shall so declare at the meeting, and the
               defective nomination shall be disregarded.
  
     2.3  Special Meeting. A special meeting of the stockholders may be
 called at any time by the board of directors, the chairman of the board,
 the vice chairman of the board, the chairman of the executive committee,
 or the president, but such special meetings may not be called by any
 other person or persons. Only such business shall be considered at a
 special meeting of stockholders as shall have been stated in the notice
 for such meeting.
  
     2.4  Organization. Meetings of stockholders shall be presided over
 by the chairman of the board, if any, or in his or her absence by the
 vice chairman of the board, if any, or in his or her absence by the
 chairman of the executive committee, if any, or in his or her absence by
 the president, if any, or in his or her absence by an executive vice
 president, if any, or in his or her absence by a senior vice president,
 if any, or in his or her absence by a vice president, or in the absence
 of the foregoing persons by a chairman designated by the board of
 directors, or in the absence of such designation by a chairman chosen at
 the meeting by the vote of a majority in interest of the stockholders
 present in person or represented by proxy and entitled to vote thereat.
 The secretary or in his or her absence an assistant secretary or in the
 absence of the secretary and all assistant secretaries a person whom the
 chairman of the meeting shall appoint shall act as secretary of the
 meeting and keep a record of the proceedings thereof.
    
     The board of directors of the corporation shall be entitled to make
 such rules or regulations for the conduct of meetings of stockholders as
 it shall deem necessary, appropriate or convenient. Subject to such rules
 and regulations of the board of directors, if any, the chairman of the
 meeting shall have the right and authority to prescribe such rules,
 regulations and procedures and to do all such acts as, in the judgment of
 such chairman, are necessary, appropriate or convenient for the proper
 conduct of the meeting, including, without limitation, establishing an
 agenda or order of business for the meeting, rules and procedures for
 maintaining order at the meeting and the safety of those present,
 limitations on participation in such meeting to stockholders of record of
 the corporation and their duly authorized and constituted proxies, and
 such other persons as the chairman shall permit, restrictions on entry to
 the meeting after the time fixed for the commencement thereof,
 limitations on the time allotted to questions or comments by participants
 and regulation of the opening and closing of the polls for balloting and
 matters which are to be voted on by ballot. Unless and to the extent
 determined by the board of directors or the chairman of the meeting,
 meetings of stockholders shall not be required to be held in accordance
 with rules of parliamentary procedure.     
  
     2.5  Notice of Stockholders' Meetings. All notices of meetings of
 stockholders shall be sent or otherwise given in accordance with Section
 2.6 of these Bylaws not less than ten (10) nor more than sixty (60) days
 before the date of the meeting. The notice shall specify the place, date,
 and hour of the meeting and (i) in the case of a special meeting, the
 general nature of the business to be transacted (no business other than
 that specified in the notice may be transacted) or (ii) in the case of
 the annual meeting, those matters which the board of directors, at the
 time of giving the notice, intends to present for action by the
 stockholders (but any proper matter may be presented at the meeting for
 such action). The notice of any meeting at which directors are to be
 elected shall include the name of any nominee or nominees who, at the
 time of the notice, the board intends to present for election.
    
     2.6  Manner of Giving Notice; Affidavit of Notice. Notice of any
 meeting of stockholders shall be given either personally or by mail,
 telecopy, telegram or other electronic or wireless means. Notices not
 personally delivered shall be sent charges prepaid and shall be addressed
 to the stockholder at the address of that stockholder appearing on the
 books of the corporation or given by the stockholder to the corporation
 for the purpose of notice. Notice shall be deemed to have been given at
 the time when delivered personally or deposited in the mail or sent by
 telecopy, telegram or other electronic or wireless means.     
  
     An affidavit of the mailing or other means of giving any notice of
 any stockholders' meeting, executed by the secretary, assistant secretary
 or any transfer agent of the corporation giving the notice, shall be
 prima facie evidence of the giving of such notice or report.
  
     2.7  Quorum. The holders of a majority in voting power of the
 stock issued and outstanding and entitled to vote thereat, present in
 person or represented by proxy, shall constitute a quorum at all meetings
 of the stockholders for the transaction of business except as otherwise
 provided by statute or by the Certificate of Incorporation. If, however,
 such quorum is not present or represented at any meeting of the
 stockholders, then either (i) the chairman of the meeting or (ii) the
 stockholders by the vote of the holders of a majority of the stock,
 present in person or represented by proxy shall have power to adjourn the
 meeting in accordance with Section 2.8 of these Bylaws. 
 
     When a quorum is present at any meeting, the vote of the holders of
 a majority of the stock having voting power present in person or
 represented by proxy shall decide any question brought before such
 meeting, unless the question is one upon which, by express provision of
 the laws of the State of Delaware or of the Certificate of Incorporation
 or these Bylaws, a vote of a greater number or voting by classes is
 required, in which case such express provision shall govern and control
 the decision of the question.
  
     If a quorum be initially present, the stockholders may continue to
 transact business until adjournment, notwithstanding the withdrawal of
 enough stockholders to leave less than a quorum, if any action taken is
 approved by a majority of the stockholders initially constituting the
 quorum.
 
     2.8  Adjourned Meeting; Notice. Any stockholders' meeting, annual
 or special, whether or not a quorum is present, may be adjourned from
 time to time by the vote of the majority of the voting power of the
 shares represented at that meeting, either in person or by proxy. In the
 absence of a quorum, no other business may be transacted at that meeting
 except as provided in Section 2.7 of these Bylaws.
  
     When any meeting of stockholders, either annual or special, is
 adjourned to another time or place, notice need not be given of the
 adjourned meeting if the time and place are announced at the meeting at
 which the adjournment is taken. However, if a new record date for the
 adjourned meeting is fixed or if the adjournment is for more than thirty
 (30) days from the date set for the original meeting, then notice of the
 adjourned meeting shall be given. Notice of any such adjourned meeting
 shall be given to each stockholder of record entitled to vote at the
 adjourned meeting in accordance with the provisions of Sections 2.5 and
 2.6 of these Bylaws. At any adjourned meeting the corporation may
 transact any business which might have been transacted at the original
 meeting
 
     2.9  Voting. The stockholders entitled to vote at any meeting of
 stockholders shall be determined in accordance with the provisions of
 Section 2.12 of these Bylaws, subject to the provisions of Sections 217
 and 218 of the General Corporation Law of Delaware (relating to voting
 rights of fiduciaries, pledgers and joint owners, and to voting trusts
 and other voting agreements).
  
     Except as may be otherwise provided in the Certificate of
 Incorporation, by these Bylaws or required by law, each stockholder shall
 be entitled to one vote for each share of capital stock held by such
 stockholder.
  
     Any stockholder entitled to vote on any matter may vote part of the
 shares in favor of the proposal and refrain from voting the remaining
 shares or, except when the matter is the election of directors, may vote
 them against the proposal; but if the stockholder fails to specify the
 number of shares which the stockholder is voting affirmatively, it will
 be conclusively presumed that the stockholder's approving vote is with
 respect to all shares which the stockholder is entitled to vote.
 
     2.10  Validation of Meetings; Waiver of Notice; Consent. The
 transactions of any meeting of stockholders, either annual or special,
 however called and noticed, and wherever held, shall be as valid as
 though they had been taken at a meeting duly held after regular call and
 notice, if a quorum be present either in person or by proxy.
  
     Attendance by a person at a meeting shall also constitute a waiver
 of notice of and presence at that meeting, except when the person objects
 at the beginning of the meeting to the transaction of any business
 because the meeting is not lawfully called or convened. Attendance at a
 meeting is not a waiver of any right to object to the consideration of
 matters required by law to be included in the notice of the meeting but
 not so included, if that objection is expressly made at the meeting.
  
     2.11  Action by Written Consent. Subject to the rights of the
 holders of the shares of any series of Preferred Stock or any other class
 of stock or series thereof having a preference over the Common Stock as
 dividend or upon liquidation, any action required or permitted to be
 taken by the stockholders of the corporation must be effected at a duly
 called annual or special meeting of stockholders of the corporation and
 may not be effected by any consent in writing by such stockholders.
  
     2.12  Record Date for Stockholder Notice; Voting; Giving Consents.
 For purposes of determining the stockholders entitled to notice of any
 meeting or to vote thereat, the board of directors may fix, in advance, a
 record date, which shall not be more than sixty (60) days nor less than
 ten (10) days before the date of any such meeting, and in such event only
 stockholders of record on the date so fixed are entitled to notice and to
 vote, notwithstanding any transfer of any shares on the books of the
 corporation after the record date, except as otherwise provided in the
 Certificate of Incorporation, by these Bylaws, by agreement or by
 applicable law.
   
     If the board of directors does not so fix a record date, the record
 date for determining stockholders entitled to notice of or to vote at a
 meeting of stockholders shall be at the close of business on the business
 day next preceding the day on which notice is given, or, if notice is
 waived, at the close of business on the business day next preceding the
 day on which the meeting is held.
  
     A determination of stockholders of record entitled to notice of or
 to vote at a meeting of stockholders shall apply to any adjournment of
 the meeting unless the board of directors fixes a new record date for the
 adjourned meeting, but the board of directors shall fix a new record date
 if the meeting is adjourned for more than thirty (30) days from the date
 set for the original meeting.
  
     The record date for any other purpose shall be as provided in
 Section 8.1 of these Bylaws.
    
     2.13  Proxies. Every person entitled to vote for directors, or on
 any other matter, shall have the right to do so either in person or by
 one or more agents authorized by a written proxy, which may be in the
 form of a telegram, cablegram, or other means of electronic transmission,
 signed by the person and filed with the secretary of the corporation, but
 no such proxy shall be voted or acted upon after three (3) years from its
 date, unless the proxy provides for a longer period. A proxy shall be
 deemed signed if the stockholder's name is placed on the proxy (whether
 by manual signature, typewriting, telegraphic transmission or otherwise)
 by the stockholder or the stockholder's attorney-in-fact. 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 an instrument in writing revoking the proxy or by filing another
 duly executed proxy bearing a later date with the secretary of the
 corporation.     
  
     A proxy is not revoked by the death or incapacity of the maker
 unless, before the vote is counted, written notice of such death or
 incapacity is received by the corporation.
  
     2.14  Inspectors of Election. Before any meeting of stockholders,
 the board of directors shall appoint an inspector or inspectors of
 election to act at the meeting or its adjournment. The number of
 inspectors shall be either one (1) or three (3). If any person appointed
 as inspector fails to appear or fails or refuses to act, then the
 chairman of the meeting may, and upon the request of any stockholder or a
 stockholder's proxy shall, appoint a person to fill that vacancy.
  
     Such inspectors shall:
  
     (a)  determine the number of shares outstanding and the voting
          power of each, the number of shares represented at the
          meeting, the existence of a quorum, and the authenticity,
          validity, and effect of proxies;
  
     (b)  receive votes, ballots or consents;
  
     (c)  hear and determine all challenges and questions in any way
          arising in connection with the right to vote;
  
     (d)  count and tabulate all votes or consents;
  
     (e)  determine when the polls shall close;
  
     (f)  determine the result; and
  
     (g)  do any other acts that may be proper to conduct the election
          or vote with fairness to all stockholders.
  
     The inspectors of election shall perform their duties impartially,
 in good faith, to the best of their ability and as expeditiously as is
 practical. If there are three (3) inspectors of election, the decision,
 act or certificate of a majority is effective in all respects as the
 decision, act or certificate of all. Any report or certificate made by
 the inspectors of election is prima facie evidence of the facts stated
 therein.
 
                               ARTICLE III 
  
                                DIRECTORS
  
     3.1  Powers. Subject to the provisions of the General Corporation
 Law of Delaware and to any limitations in the Certificate of
 Incorporation or these Bylaws relating to action required to be approved
 by the stockholders or by the outstanding shares, the business and
 affairs of the corporation shall be managed and all corporate powers
 shall be exercised by or under the direction of the board of directors.
  
     3.2  Number and Term of Office. The authorized number of directors
 shall be not less than eleven (11) nor more than twenty-one (21). Within
 such limits, the exact number of directors shall be thirteen (13). An
 indefinite number of directors may be fixed, or the definite number of
 directors may be changed, by a duly adopted amendment to the Certificate
 of Incorporation or by an amendment to this bylaw duly adopted by the
 stockholders or board of directors.
  
     No reduction of the authorized number of directors shall have the
 effect of removing any director before that director's term of office
 expires. If for any cause, the directors shall not have been elected at
 an annual meeting, they may be elected as soon thereafter as convenient
 at a special meeting of the stockholders called for that purpose in the
 manner provided in these Bylaws.
  
     3.3  Election and Term of Office of Directors. Except as provided
 in Section 3.4 of these Bylaws, directors shall be elected at each annual
 meeting of stockholders to hold office until the next annual meeting.
 Each director, including a director elected or appointed to fill a
 vacancy, shall hold office until the expiration of the term for which
 elected and until a successor has been elected and qualified.
  
     Directors need not be stockholders unless so required by the
 Certificate of Incorporation or by these Bylaws; wherein other
 qualifications for directors may be prescribed.
  
     3.4  Resignation and Vacancies. Any director may resign effective
 on giving written notice to the chairman of the board, the president, the
 secretary or the board of directors, unless the notice specifies a later
 time for that resignation to become effective. If the resignation of a
 director is effective at a future time, the board of directors may elect
 a successor to take office when the resignation becomes effective.
 
     Unless otherwise provided in the Certificate of Incorporation or by
 these Bylaws, vacancies in the board of directors may be filled by a
 majority of the remaining directors, even if less than a quorum, or by a
 sole remaining director; however, a vacancy created by the removal of a
 director by the vote of the stockholders or by court order may be filled
 only by the affirmative vote of a majority of the voting power of shares
 represented and voting at a duly held meeting at which a quorum is
 present (which shares voting affirmatively also constitute a majority of
 the required quorum). Each director so elected shall hold office until
 the next annual meeting of the stockholders and until a successor has
 been elected and qualified.
  
     Unless otherwise provided in the Certificate of Incorporation or
 these Bylaws:
  
     (i)   Vacancies and newly created directorships resulting from any
           increase in the authorized number of directors elected by all
           of the stockholders having the right to vote as a single
           class may be filled by a majority of the directors then in
           office, although less than a quorum, or by a sole remaining
           director.
  
     (ii)  Whenever the holders of any class or classes of stock or
           series thereof are entitled to elect one or more directors by
           the provisions of the Certificate of Incorporation, vacancies
           and newly created directorships of such class or classes or
           series may be filled by a majority of the directors elected
           by such class or classes or series thereof then in office, or
           by a sole remaining director so elected.
  
     If at any time, by reason of death or resignation or other cause,
 the corporation should have no directors in office, then any officer or
 any stockholder or an executor, administrator, trustee or guardian of a
 stockholder, or other fiduciary entrusted with like responsibility for
 the person or estate of a stockholder, may call a special meeting of
 stockholders in accordance with the provisions of the Certificate of
 Incorporation or these Bylaws, or may apply to the Court of Chancery for
 a decree summarily ordering an election as provided in Section 211 of the
 General Corporation Law of Delaware.
  
     If, at the time of filling any vacancy or any newly created
 directorship, the directors then in office constitute less than a
 majority of the whole board (as constituted immediately prior to any such
 increase), then the Court of Chancery may, upon application of any
 stockholder or stockholders holding at least ten percent (10%) of the
 total number of the then outstanding shares having the right to vote for
 such directors, summarily order an election to be held to fill any such
 vacancies or newly created directorships, or to replace the directors
 chosen by the directors then in office as aforesaid, which election shall
 be governed by the provisions of Section 211 of the General Corporation
 Law of Delaware as far as applicable.
  
     3.5  Removal. Unless otherwise restricted by statute, by the
 Certificate of Incorporation or by these Bylaws, 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; provided, however, that, if and so long as stockholders of
 the corporation are entitled to cumulative voting, if less than the
 entire board is to be removed, no director may be removed without cause
 if the votes cast against his removal would be sufficient to elect him if
 then cumulatively voted at an election of the entire board of directors.
  
     3.6  Place of Meetings; Meetings by Telephone. Regular meetings of
 the board of directors may be held at any place within or outside the
 State of Delaware that has been designated from time to time by
 resolution of the board of directors. In the absence of such a
 designation, regular meetings shall be held at the principal executive
 office of the corporation. Special meetings of the board of directors may
 be held at any place within or outside the State of Delaware that has
 been designated in the notice of the meeting or, if not stated in the
 notice or if there is no notice, at the principal executive office of the
 corporation.

     Any meeting, regular or special, may be held by conference
 telephone or similar communication equipment, so long as all directors
 participating in the meeting can hear one another; and all such directors
 shall be deemed to be present in person at the meeting.
  
     3.7  Regular Meetings. Regular meetings of the board of directors
 may be held without notice if the times of such meetings are fixed by the
 board of directors.
  
     3.8  Special Meetings; Notice. Special meetings of the board of
 directors for any purpose or purposes may be called at any time by the
 chairman of the board, the vice chairman of the board, the president, the
 chairman of the executive committee, any vice president or the secretary
 or by any two (2) or more of the directors.
  
     Notice of the time and place of special meetings shall be delivered
 personally or by telephone to each director or sent by mail, telecopy,
 telegram or other electronic or wireless means, charges prepaid,
 addressed to each director at that director's address as it is shown on
 the records of the corporation or if the address is not readily
 ascertainable, notice shall be addressed to the director at the city or
 place in which the meetings of directors are regularly held. If the
 notice is mailed, it shall be deposited in the United States mail at
 least four (4) days before the time of the holding of the meeting. If the
 notice is delivered personally or by telephone, telecopy, telegram or
 other electronic or wireless means, it shall be delivered personally or
 by telephone or other electronic or wireless means or to the telegraph
 company at least twenty-four (24) hours before the time of the holding of
 the meeting. Any oral notice given personally or by telephone may be
 communicated either to the director or to a person at the office of the
 director who the person giving the notice has reason to believe will
 promptly communicate it to the director. If the meeting is to be held at
 the principal executive office of the corporation, the notice need not
 specify the place of the meeting. Moreover, a notice of special meeting
 need not state the purpose of such meeting, and, unless indicated in the
 notice thereof, any and all business may be transacted at a special
 meeting.
   
     3.9  Quorum. A majority of the authorized number of directors
 shall constitute a quorum for the transaction of business, except to fill
 vacancies in the board of directors as provided in Section 3.4 and to
 adjourn as provided in Section 3.11 of these Bylaws. Every act or
 decision done or made by a majority of the directors present at a duly
 held meeting at which a quorum is present shall be regarded as the act of
 the board of directors, subject to the provisions of the Certificate of
 Incorporation and applicable law.
  
     A meeting at which a quorum is initially present may continue to
 transact business notwithstanding the withdrawal of directors, if any
 action taken is approved by at least a majority of the required quorum
 for that meeting.
  
     3.10  Waiver of Notice. Notice of a meeting need not be given to
 any director (i) who signs a waiver of notice or a consent to holding the
 meeting or an approval of the minutes thereof, whether before or after
 the meeting, or (ii) who attends the meeting without protesting, prior
 thereto or at its commencement, the lack of notice to such directors. The
 transactions of any meeting of the board, however called and noticed or
 wherever held, are as valid as though had at a meeting duly held after
 regular call and notice if a quorum is present and if, either before or
 after the meeting, each of the directors not present signs a written
 waiver of notice. All such waivers shall be filed with the corporate
 records or made part of the minutes of the meeting. A waiver of notice
 need not specify the purpose of any regular or special meeting of the
 board of directors.
  
     3.11  Adjournment. A majority of the directors present, whether or
 not constituting a quorum, may adjourn any meeting to another time and
 place.
  
     3.12  Notice of Adjournment. Notice of the time and place of
 holding an adjourned meeting need not be given if announced unless the
 meeting is adjourned for more than twenty-four (24) hours. If the meeting
 is adjourned for more than twenty-four (24) hours, then notice of the
 time and place of the adjourned meeting shall be given before the
 adjourned meeting takes place, in the manner specified in Section 3.8 of
 these Bylaws, to the directors who were not present at the time of the
 adjournment.
  
     3.13  Board Action by Written Consent Without a Meeting. Any action
 required or permitted to be taken by the board of directors may be taken
 without a meeting, provided that all members of the board of directors
 individually or collectively consent in writing to that action. Such
 action by written consent shall have the same force and effect as a
 unanimous vote of the board of directors. Such written consent and any
 counterparts thereof shall be filed with the minutes of the proceedings
 of the board.
  
     3.14  Organization. Meetings of the board of directors shall be
 presided over by the chairman of the board, if any, or in his or her
 absence by the vice chairman of the board, if any, or in his or her
 absence by the chairman of the executive committee, if any, or in his or
 her absence by the president, if any, or in his or her absence by the
 executive vice president. In the absence of all such directors, a
 president pro tem chosen by a majority of the directors present shall
 preside at the meeting. The secretary shall act as secretary of the
 meeting, but in his or her absence the chairman of the meeting may
 appoint any person to act as secretary of the meeting.
  
     3.15  Fees and Compensation of Directors. Directors and members of
 committees may receive such compensation, if any, for their services and
 such reimbursement of expenses as may be fixed or determined by
 resolution of the board of directors. This Section 3.15 shall not be
 construed to preclude any director from serving the corporation in any
 other capacity as an officer, agent, employee or otherwise and receiving
 compensation for those services.
  
                                ARTICLE IV
 
                                COMMITTEES
 
     4.1  Committees of Directors. The board of directors may designate
 one (1) or more committees, each consisting of two or more directors, to
 serve at the pleasure of the board of directors. The board of directors
 may designate one (1) or more directors as alternate members of any
 committee, who may replace any absent member at any meeting of the
 committee. Any committee, to the extent provided in the resolution of the
 board, shall have all the authority of the board, but no such committee
 shall have the power or authority to (i) approve or adopt or recommend to
 the stockholders any action or matter that requires the approval of the
 stockholders or (ii) adopt, amend or repeal any Bylaw of the corporation.
  
     4.2  Meetings and Action of Committees. Meetings and actions of
 committees shall be governed by, and held and taken in accordance with,
 the provisions of Article III of these Bylaws, Section 3.6 (place of
 meetings), Section 3.7 (regular meetings), Section 3.8 (special meetings
 and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice),
 Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and
 Section 3.13 (action without meeting), with such changes in the context
 of those Bylaws as are necessary to substitute the committee and its
 members for the board of directors and its members; provided, however,
 that the time of regular meetings of committees may be determined either
 by resolution of the board of directors or by resolution of the
 committee, that special meetings of committees may also be called by
 resolution of the board of directors, and that notice of special meetings
 of committees shall also be given to all alternate members, who shall
 have the right to attend all meetings of the committee. The board of
 directors may adopt rules for the government of any committee not
 inconsistent with the provisions of these Bylaws.
  
     4.3  Executive Committee. In the event that the board of directors
 appoints an executive committee, such executive committee, in all cases
 in which specific directions to the contrary shall not have been given by
 the board of directors, shall have and may exercise, during the intervals
 between the meetings of the board of directors, all the powers and
 authority of the board of directors in the management of the business and
 affairs of the corporation (except as provided in Section 4.1 hereof) in
 such manner as the executive committee may deem in the best interests of
 the corporation.
 
                                ARTICLE V 
 
                                OFFICERS
 
     5.1  Officers. The officers of this corporation shall consist of a
 president, one or more vice presidents, a secretary and a chief financial
 officer who shall be chosen by the Board of Directors and such other
 officers, including but not limited to a chairman of the board, a vice
 chairman of the board, a chairman of the executive committee and a
 treasurer as the board of directors shall deem expedient, who shall be
 chosen in such manner and hold their offices for such terms as the board
 of directors may prescribe. Any two or more of such offices may be held
 by the same person. The board of directors may designate one or more vice
 presidents as executive vice presidents or senior vice presidents. Either
 the chairman of the board, the vice chairman of the board, the chairman
 of the executive committee, or the president, as the board of directors
 may designate from time to time, shall be the chief executive officer of
 the corporation. The board of directors may from time to time designate
 the president or any executive vice president as the chief operating
 officer of the corporation. Any vice president, treasurer or assistant
 treasurer, or assistant secretary respectively may exercise any of the
 powers of the president, the chief financial officer, or the secretary,
 respectively, as directed by the board of directors and shall perform
 such other duties as are imposed upon such officer by the Bylaws or the
 board of directors.     
  
     5.2  Election of Officers. In addition to officers elected by the
 board of directors in accordance with Sections 5.1 and 5.3, the
 corporation may have one or more appointed vice presidents. Such vice
 presidents may be appointed by the chairman of the board or the president
 and shall have such duties as may be established by the chairman or
 president. Vice presidents appointed pursuant to this Section 5.2 may be
 removed in accordance with Section 5.4.
  
     5.3  Terms of Office and Compensation. The term of office and
 salary of each of said officers and the manner and time of the payment of
 such salaries shall be fixed and determined by the board of directors and
 may be altered by said board from time to time at its pleasure, subject
 to the rights, if any, of said officers under any contract of employment.
  
     5.4  Removal; Resignation of Officers and Vacancies. Any officer
 of the corporation may be removed at the pleasure of the board of
 directors at any meeting or by vote of stockholders entitled to exercise
 the majority of voting power of the corporation at any meeting or at the
 pleasure of any officer who may be granted such power by a resolution of
 the board of directors. Any officer may resign at any time upon written
 notice to the corporation without prejudice to the rights, if any, of the
 corporation under any contract to which the officer is a party. If any
 vacancy occurs in any office of the corporation, the board of directors
 may elect a successor to fill such vacancy for the remainder of the
 unexpired term and until a successor is duly chosen and qualified.
  
     5.5  Chairman of the Board. The chairman of the board, if such an
 officer be elected, shall have general supervision, direction and control
 of the corporation's business and its officers, and, if present, preside
 at meetings of the stockholders and the board of directors and exercise
 and perform such other powers and duties as may from time to time be
 assigned to him by the board of directors or as may be prescribed by
 these Bylaws. The chairman of the board shall report to the board of
 directors.
  
     5.6  Vice Chairman of the Board. The vice chairman of the board of
 directors, if there shall be one, shall, in the case of the absence,
 disability or death of the chairman, exercise all the powers and perform
 all the duties of the chairman of the board. The vice chairman shall have
 such other powers and perform such other duties as may be granted or
 prescribed by the board of directors.
  
     5.7  Chairman of Executive Committee. The chairman of the
 executive committee, if there be one, shall have the power to call
 meetings of the stockholders and also of the board of directors to be
 held subject to the limitations prescribed by law or by these Bylaws, at
 such times and at such places as the chairman of the executive committee
 shall deem proper. The chairman of the executive committee shall have
 such other powers and be subject to such other duties as the board of
 directors may from time to time prescribe.
  
     5.8  President. The powers and duties of the president are:
  
     (a)  To call meetings of the stockholders and also of the board of
          directors to be held, subject to the limitations prescribed by law
          or by these Bylaws, at such times and at such places as the
          president shall deem proper.
  
     (b)  To affix the signature of the corporation to all deeds,
          conveyances, mortgages, leases, obligations, bonds, certificates
          and other papers and instruments in writing which have been
          authorized by the board of directors or which, in the judgment of
          the president, should be executed on behalf of the corporation, and
          to sign certificates for shares of stock of the corporation.
  
     (c)  To have such other powers and be subject to such other duties
          as the board of directors may from time to time prescribe.
  
     5.9  Vice Presidents. In case of the absence, disability or death
 of the president, the elected vice president, or one of the elected vice
 presidents, shall exercise all the powers and perform all the duties of
 the president. If there is more than one elected vice president, the
 order in which the elected vice presidents shall succeed to the powers
 and duties of the president shall be as fixed by the board of directors.
 The elected vice president or elected vice presidents shall have such
 other powers and perform such other duties as may be granted or
 prescribed by the board of directors.
  
     Vice presidents appointed pursuant to Section 5.2 shall have such
 powers and duties as may be fixed by the chairman or president, except
 that such appointed vice presidents may not exercise the powers and
 duties of the president.
  
     5.10  Secretary. The powers and duties of the secretary are:
  
     (a)  To keep a book of minutes at the principal office of the
          corporation, or such other place as the board of directors may      
          order, of all meetings of its directors and stockholders with the 
          time and place of holding, whether regular or special, and, if
          special, how authorized, the notice thereof given, the names of 
          those present at directors' meetings, the number of shares present
          or represented at stockholders'  meetings and the proceedings
          thereof.
  
     (b)  To keep the seal of the corporation and affix the same to all
          instruments which may require it.
  
     (c)  To keep or cause to be kept at the principal office of the
          corporation, or at the office of the transfer agent or agents, a
          share register, or duplicate share registers, showing the names of
          the stockholders and their addresses, the number of and classes of
          shares, and the number and date of cancellation of every
          certificate surrendered for cancellation.
  
     (d)  To keep a supply of certificates for shares of the
          corporation, to fill in all certificates issued, and to make a
          proper record of each such issuance; provided, that so long as the
          corporation shall have one or more duly appointed and acting
          transfer agents of the shares, or any class or series of shares, of
          the corporation, such duties with respect to such shares shall be
          performed by such transfer agent or transfer agents.
  
     (e)  To transfer upon the share books of the corporation any and
          all shares of the corporation; provided, that so long as the
          corporation shall have one or more duly appointed and acting
          transfer agents of the shares, or any class or series of shares, of
          the corporation, such duties with respect to such shares shall be
          performed by such transfer agent or transfer agents, and the method
          of transfer of each certificate shall be subject to the reasonable
          regulations of the transfer agent to which the certificate is
          presented for transfer, and also, if the corporation then has one
          or more duly appointed and acting registrars, to the reasonable
          regulations of the registrar to which the new certificate is
          presented for registration; and provided, further that no
          certificate for shares of stock shall be issued or delivered or, if
          issued or delivered, shall have any validity whatsoever until and
          unless it has been signed or authenticated in the manner provided
          in Section 8.5 hereof.
  
     (f)  To make service and publication of all notices that may be
          necessary or proper, and without command or direction from anyone.
          In case of the absence, disability, refusal, or neglect of the
          secretary to make service or publication of any notices, then such
          notices may be served and/or published by the president or a vice
          president, or by any person thereunto authorized by either of them
          or by the board of directors or by the holders of a majority of the
          outstanding shares of the corporation.
  
     (g)  Generally to do and perform all such duties as pertain to the
          office of secretary and as may be required by the board of
          directors.
  
     5.11  Chief Financial Officer. The powers and duties of the chief
 financial officer are:
  
     (a)  To supervise the corporate-wide treasury functions and
          financial reporting to external bodies.
  
     (b)  To have the custody of all funds, securities, evidence of
          indebtedness and other valuable documents of the corporation and, 
          at the chief financial officer's discretion, to cause any or all 
          thereof to be deposited for account of the corporation at such 
          depositary as may be designated from time to time by the board of 
          directors.
  
     (c)  To receive or cause to be received, and to give or cause to be
          given, receipts and acquittances for monies paid in for the account
          of the corporation.
  
     (d)  To disburse, or cause to be disbursed, all funds of the
          corporation as may be directed by the board of directors, taking
          proper vouchers for such disbursements.
 
     (e)  To render to the president and to the board of directors,
          whenever they may require, accounts of all transactions and of the
          financial condition of the corporation.
  
     (f)  Generally to do and perform all such duties as pertain to the
          office of chief financial officer and as may be required by the
          board of directors.
  
                                   ARTICLE VI 
 
                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                AND OTHER AGENTS
 
     6.1  Indemnification of Directors and Officers. The corporation
 shall, to the maximum extent and in the manner permitted by the General
 Corporation Law of Delaware, indemnify each of its directors and officers
 against expenses (including attorneys' fees), judgments, fines,
 settlements and other amounts actually and reasonably incurred in
 connection with any proceeding, arising by reason of the fact that such
 person is or was an agent of the corporation; provided, however, that the
 corporation may modify the extent of such indemnification by individual
 contracts with its directors and executive officers and, provided,
 further, that the corporation shall not be required to indemnify any
 director or officer in connection with any proceeding (or part thereof)
 initiated by such person unless (i) such indemnification is expressly
 required to be made by law, (ii) the proceeding was authorized in advance
 by the board of directors of the corporation, (iii) such indemnification
 is provided by the corporation, in its sole discretion, pursuant to the
 powers vested in the corporation under the General Corporation Law of
 Delaware or (iv) such indemnification is required to be made pursuant to
 an individual contract. For purposes of this Section 6.1, a 'director' or
 'officer' of the corporation includes any person (i) who is or was a
 director or officer of the corporation, (ii) who is or was serving at the
 request of the corporation as a director or officer of another
 corporation, partnership, joint venture, trust or other enterprise, or
 (iii) who was a director or officer of a corporation which was a
 predecessor corporation of the corporation or of another enterprise at
 the request of such predecessor corporation.
  
     6.2  Indemnification of Others. The corporation shall have the
 power, to the maximum extent and in the manner permitted by the General
 Corporation Law of Delaware, to indemnify each of its employees and
 agents (other than directors and officers) against expenses (including
 attorneys' fees), judgments, fines, settlements and other amounts
 actually and reasonably incurred in connection with any proceeding,
 arising by reason of the fact that such person is or was an agent of the
 corporation. For purposes of this Section 6.2, an 'employee' or 'agent'
 of the corporation (other than a director or officer) includes any person
 (i) who is or was an employee or agent of the corporation, (ii) who is or
 was serving at the request of the corporation as an employee or agent of
 another corporation, partnership, joint venture, trust or other
 enterprise, or (iii) who was an employee or agent of a corporation which
 was a predecessor corporation of the corporation or of another enterprise
 at the request of such predecessor corporation.
  
     6.3  Insurance. The corporation may purchase and maintain
 insurance on behalf of any person who is or was a director, officer,
 employee or agent of the corporation, or is or was serving at the request
 of the corporation as a director, officer, employee or agent of another
 corporation, partnership, joint venture, trust or other enterprise
 against any liability asserted against him or her and incurred by him or
 her in any such capacity, or arising out of his or her status as such,
 whether or not the corporation would have the power to indemnify him or
 her against such liability under the provisions of the General
 Corporation Law of Delaware.
 
     6.4  Expenses. The corporation shall advance to any person who was
 or is a party or is threatened to be made a party to any threatened,
 pending or completed action, suit or proceeding, whether civil, criminal,
 administrative or investigative, by reason of the fact that he or she is
 or was a director or officer of the corporation, or is or was serving at
 the request of the corporation as a director or officer of another
 corporation, partnership, joint venture, trust or other enterprise, prior
 to the final disposition of the proceeding, promptly following request
 therefor, all expenses incurred by any director or officer in connection
 with such proceeding, upon receipt of an undertaking by or on behalf of
 such person to repay said amounts if it should be determined ultimately
 that such person is not entitled to be indemnified under this Bylaw or
 otherwise; provided, however, that the corporation shall not be required
 to advance expenses to any director or officer in connection with any
 proceeding (or part thereof) initiated by such person unless the
 proceeding was authorized in advance by the board of directors of the
 corporation.
  
     Notwithstanding the foregoing, unless otherwise determined pursuant
 to Section 6.5, no advance shall be made by the corporation to an officer
 of the corporation (except by reason of the fact that such officer is or
 was a director of the corporation in which event this paragraph shall not
 apply) in any action, suit or proceeding, whether civil, criminal,
 administrative or investigative, if a determination is reasonably and
 promptly made (i) by the board of directors by a majority vote of a
 quorum consisting of directors who were not parties to the proceeding, or
 (ii) if such quorum is not obtainable, or, even if obtainable, a quorum
 of disinterested directors so directs, by independent legal counsel in a
 written opinion, that the facts known to the decision-making party at the
 time such determination is made demonstrate clearly and convincingly that
 such person acted in bad faith or in a manner that such person did not
 believe to be in or not opposed to the best interests of the corporation.
  
     6.5  Non-Exclusivity of Rights. The rights conferred on any person
 by this Bylaw shall not be exclusive of any other right which such person
 may have or hereafter acquire under any statute, provision of the
 Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
 disinterested directors or otherwise, both as to action in his official
 capacity and as to action in another capacity while holding office. The
 corporation is specifically authorized to enter into individual contracts
 with any or all of its directors, officers, employees or agents
 respecting indemnification and advances, to the fullest extent not
 prohibited by the General Corporation Law of Delaware.
  
     6.6  Survival of Rights. The rights conferred on any person by
 this Bylaw shall continue as to a person who has ceased to be a director,
 officer, employee or other agent and shall inure to the benefit of the
 heirs, executors and administrators of such a person.
  
     6.7  Amendments. Any repeal or modification of this Bylaw shall
 only be prospective and shall not affect the rights under this Bylaw in
 effect at the time of the alleged occurrence of any action or omission to
 act that is the cause of any proceeding against any agent of the
 corporation.
  
                              ARTICLE VII
  
                          RECORDS AND REPORTS
 
    7.1  Maintenance and Inspection of Records. The corporation shall,
 either at its principal executive office or at such place or places as
 designated by the board of directors, keep a record of its stockholders
 listing their names and addresses and the number and class of shares held
 by each stockholder, a copy of these Bylaws as amended to date,
 accounting books and other records.
  
     Any stockholder of record, in person or by attorney or other agent,
 shall, upon written demand under oath stating the purpose thereof, have
 the right during the usual hours for business to inspect for any proper
 purpose the corporation's stock ledger, a list of its stockholders, and
 its other books and records and to make copies or extracts therefrom. A
 proper purpose shall mean a purpose reasonably related to such person's
 interest as a stockholder.  In every instance where an attorney or other
 agent is the person who seeks the right to inspection, the demand under
 oath shall be accompanied by a power of attorney or such other writing
 that authorizes the attorney or other agent to so act on behalf of the
 stockholder. The demand under oath shall be directed to the corporation
 at its registered office in Delaware or at its principal place of
 business.
  
     7.2  Inspection by Directory. Any director shall have the right to
 examine the corporation's stock ledger, a list of its stockholders and
 its other books and records for a purpose reasonably related to his or
 her position as a director. The Court of Chancery is hereby vested with
 the exclusive jurisdiction to determine whether a director is entitled to
 the inspection sought. The Court may summarily order the corporation to
 permit the director to inspect any and all books and records, the stock
 ledger, and the stock list and to make copies or extracts therefrom.  The
 Court may, in its discretion, prescribe any limitations or conditions
 with reference to the inspection, or award such other and further relief
 as the Court may deem just and proper.
  
     7.3  Representation of Shares of Other Corporations. The president
 or any other officer of this corporation authorized by the board of
 directors is authorized to vote, represent, and exercise on behalf of
 this corporation all rights incident to any and all shares of any other
 corporation or corporations standing in the name of this corporation. The
 authority herein granted may be exercised either by such person directly
 or by any other person authorized to do so by proxy or power of attorney
 duly executed by such person having the authority.
  
                              ARTICLE VIII
 
                             GENERAL MATTERS

     8.1  Record Date for Purposes Other than Notice and Voting. For
 purposes of determining the stockholders entitled to receive payment of
 any dividend or other distribution or allotment of any rights or the
 stockholders entitled to exercise any rights in respect of any other
 lawful action, the board of directors may fix, in advance, a record date,
 which shall not be more than sixty (60) days before any such action. In
 that case, only stockholders of record at the close of business on the
 date so fixed are entitled to receive the dividend, distribution or
 allotment of rights, or to exercise such rights, as the case may be,
 notwithstanding any transfer of any shares on the books of the
 corporation after the record date so fixed, except as otherwise provided
 in the Certificate of Incorporation, by these Bylaws, by agreement or by
 law.
  
     If the board of directors does not so fix a record date, then the
 record date for determining stockholders for any such purpose shall be at
 the close of business on the day on which the board adopts the applicable
 resolution or the sixtieth (60th) day before the date of that action,
 whichever is later.
  
     8.2  Checks; Drafts; Evidences of Indebtedness. From time to time,
 the board of directors shall determine by resolution which person or
 persons may sign or endorse all checks, drafts, other orders for payment
 of money, notes or other evidences of indebtedness that are issued in the
 name of or payable to the corporation, and only the persons so authorized
 shall sign or endorse those instruments.
  
     8.3  Corporate Contracts and Instruments; How Executed. The board
 of directors, except as otherwise provided in these Bylaws, may authorize
 any officer or officers, or agent or agents, to enter into any contract
 or execute any instrument in the name of and on behalf of the
 corporation; such authority may be general or confined to specific
 instances. Unless so authorized or ratified by the board of directors or
 within the agency power of an officer, no officer, agent or employee
 shall have any power or authority to bind the corporation by any contract
 or engagement or to pledge its credit or to render it liable for any
 purpose or for any amount.
  
     8.4  Fiscal Year. The fiscal year of this corporation shall begin
 on the first day of November of each year and end on the last day of
 October of the following year.
  
     8.5  Stock Certificates. There shall be issued to each holder of
 fully paid shares of the capital stock of the corporation a certificate
 or certificates for such shares. Every holder of shares of the
 corporation shall be entitled to have a certificate signed by, or in the
 name of the corporation by, the chairman or vice chairman of the board of
 directors, or the president or a vice president, and by the treasurer or
 an assistant treasurer, or the secretary or an assistant secretary of
 such corporation representing the number of shares registered in
 certificate form. Any or all of the signatures on the certificate may be
 a facsimile. In case any officer, transfer agent or registrar who has
 signed or whose facsimile signature has been placed upon a certificate
 has ceased to be such officer, transfer agent or registrar before such
 certificate is issued, it may be issued by the corporation with the same
 effect as if he or she were such officer, transfer agent or registrar at
 the date of issue.
 
     8.6  Special Designation on Certificates. If the corporation is
 authorized to issue more than one class of stock or more than one series
 of any class, then the powers, the designations, the preferences, and the
 relative, participating, optional or other special rights of each class
 of stock or series thereof and the qualifications, limitations or
 restrictions of such preferences and/or rights shall be set forth in full
 or summarized on the face or back of the certificate that the corporation
 shall issue to represent such class or series of stock; provided,
 however, that, except as otherwise provided in Section 202 of the General
 Corporation Law of Delaware, in lieu of the foregoing requirements there
 may be set forth on the face or back of the certificate that the
 corporation shall issue to represent such class or series of stock a
 statement that the corporation will furnish without charge to each
 stockholder who so requests the powers, the designations, the
 preferences, and the relative, participating, optional or other special
 rights of each class of stock or series thereof and the qualifications,
 limitations or restrictions of such preferences and/or rights.
  
     8.7  Lost Certificates. The corporation may issue a new share
 certificate or new certificate for any other security 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 the owner's legal representative to
 give the corporation a bond (or other adequate security) sufficient to
 indemnify it against any claim that may be made against it (including any
 expense or liability) on account of the alleged loss, theft or
 destruction of any such certificate or the issuance of such new
 certificate. The board of directors may adopt such other provisions and
 restrictions with reference to lost certificates, not inconsistent with
 applicable law, as it shall in its discretion deem appropriate.
 
     8.8  Construction; Definitions. Unless the context requires
 otherwise, the general provisions, rules of construction, and definitions
 in the General Corporation Law of Delaware shall govern the construction
 of these Bylaws.  Without limiting the generality of this provision, the
 singular number includes the plural, the plural number includes the
 singular, and the term 'person' includes both a corporation and a natural
 person.
  
     8.9  Provisions Additional to Provisions of Law. All restrictions,
 limitations, requirements and other provisions of these Bylaws shall be
 construed, insofar as possible, as supplemental and additional to all
 provisions of law applicable to the subject matter thereof and shall be
 fully complied with in addition to the said provisions of law unless such
 compliance shall be illegal.
  
     8.10  Provisions Contrary to Provisions of Law. Any article,
 section, subsection, subdivision, sentence, clause or phrase of these
 Bylaws which upon being construed in the manner provided in Section 8.9
 hereof, shall be contrary to or inconsistent with any applicable
 provisions of law, shall not apply so long as said provisions of law
 shall remain in effect, but such result shall not affect the validity or
 applicability of any other portions of these Bylaws, it being hereby
 declared that these Bylaws would have been adopted and each article,
 section, subsection, subdivision, sentence, clause or phrase thereof,
 irrespective of the fact that any one or more articles, sections,
 subsections, subdivisions, sentences, clauses or phrases is or are
 illegal.
  
     8.11  Notices. Any reference in these Bylaws to the time a notice
 is given or sent means, unless otherwise expressly provided, the time a
 written notice by mail is deposited in the United States mails, postage
 prepaid; or the time any other written notice is personally delivered to
 the recipient or is delivered to a common carrier for transmission, or
 actually transmitted by the person giving the notice by electronic means,
 to the recipient; or the time any oral notice is communicated, in person
 or by telephone or wireless, to the recipient or to a person at the
 office of the recipient who the person giving the notice has reason to
 believe will promptly communicate it to the recipient.
 
                               ARTICLE IX
 
                               AMENDMENTS
  
     Subject to Section 6.7 hereof, the original or other bylaws of the
 corporation may be adopted, amended or repealed by the stockholders
 entitled to vote; provided, however, that the corporation may, in its
 certificate of incorporation, confer the power to adopt, amend or repeal
 bylaws upon the directors. The fact that such power has been so conferred
 upon the directors shall not divest the stockholders of the power, nor
 limit their power to adopt, amend or repeal bylaws.
  
     Whenever an amendment or new bylaw is adopted, it shall be copied
 in the book of bylaws with the original bylaws, in the appropriate place.
 If any bylaw is repealed, the fact of repeal with the date of the meeting
 at which the repeal was enacted or the filing of the operative written
 consent(s) shall be stated in said book.

 

                    CERTIFICATE OF ADOPTION OF BYLAWS
     
                                 OF
  
                        HEWLETT-PACKARD COMPANY
 
  
 Adoption by Incorporator
    
 
     The undersigned person appointed in the Certificate of Incorporation 
 as the Incorporator of Hewlett-Packard Company hereby adopts the foregoing
 bylaws, comprising sixteen (16) pages, as the Bylaws of the corporation.     
    
 
 Executed this 11th day of February 1998     
  
 
                                                  /S/ MARIE OH HUBER
                                                  ------------------
                                                  Marie Oh Huber
                                                  Incorporator
  

           Certificate by Secretary of Adoption by Incorporator
    
      The undersigned hereby certifies that he is the duly elected,
 qualified, and acting Secretary of Hewlett-Packard Company and that the
 foregoing Bylaws, comprising sixteen (16) pages, were adopted as the
 Bylaws of the corporation on February 11, 1998, by the person appointed
 in the Certificate of Incorporation as the Incorporator of the
 corporation.     
    
      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
 11th day of February 1998.     
 
 
                                                /S/ D. CRAIG NORDLUND
                                                ---------------------
                                                D. Craig Nordlund
                                                Secretary