BYLAWS
 
                                       OF
 
                     OPTICAL COMMUNICATION PRODUCTS, INC.,
                             a Delaware corporation
 
 
                                   ARTICLE I
                                    OFFICES
 
  Section 1.  Registered Office.  The registered office shall be at the office
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of Corporation Service Company in the City of Wilmington, County of New Castle,
State of Delaware.
 
  Section 2.  Other Offices.  The corporation may also have offices at such
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other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.
 
 
                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS
 
  Section 1.  Annual Meeting.  An annual meeting of the stockholders for the
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election of directors shall be held at such place either within or without the
State of Delaware as shall be designated on an annual basis by the Board of
Directors and stated in the notice of the meeting.  Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.  Any other proper business may be transacted
at the annual meeting.
 
  Section 2.  Notice of Annual Meeting.  Written notice of the annual meeting
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stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
 
  Section 3.  Voting List.  The officer who has charge of the stock ledger of
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the corporation shall prepare and make, or cause a third party to prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.  The list shall also 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.
 
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  Section 4.  Special Meetings.  Special meetings of the stockholders of this
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corporation, for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of Incorporation, shall be called by the President or
Secretary at the request in writing of a majority of the members of the Board of
Directors or holders of at least 10% of the total voting power of all
outstanding shares of stock of this corporation then entitled to vote, and may
not be called absent such a request.  Such request shall state the purpose or
purposes of the proposed meeting.
 
  Section 5.  Notice of Special Meetings.  As soon as reasonably practicable
              --------------------------
after receipt of a request as provided in Section 4 of this Article II, written
notice of a special meeting, stating the place, date (which shall be not less
than ten nor more than sixty days from the date of the notice) and hour of the
special meeting and the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such special
meeting.
 
  Section 6.  Scope of Business at Special Meeting.  Business transacted at any
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special meeting of stockholders shall be limited to the purposes stated in the
notice.
 
  Section 7.  Quorum.  The holders of a majority of the stock issued and
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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 shall not be present or
represented at any meeting of the stockholders, the chairman of the meeting or
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.  If the adjournment is for more than thirty
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 meeting as provided in Section 5 of this Article
II.
 
  Section 8.  Qualifications to Vote.  The stockholders of record on the books
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of the corporation at the close of business on the record date as determined by
the Board of Directors and only such stockholders shall be entitled to vote at
any meeting of stockholders or any adjournment thereof.
 
  Section 9.  Record Date.  The Board of Directors may fix a record date for the
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determination of the stockholders entitled to notice of or to vote at any
stockholders' meeting and at any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action.  The record date shall not be more
than sixty nor less than ten days before the date of such meeting, and not more
than sixty days prior to any other action.  If no record date is fixed by the
Board of Directors, 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 day next preceding the day on which notice is given, or if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.  A determination of stockholders of record entitled
 
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to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
 
  Section 10.  Action at Meetings.  When a quorum is present at any meeting, the
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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
applicable law or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
 
  Section 11.  Voting and Proxies.  Unless otherwise provided in the Certificate
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of Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless it is coupled with an interest sufficient in law to
support an irrevocable power.
 
  Section 12.  Action by Stockholders Without a Meeting.  Unless otherwise
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provided in the Certificate of Incorporation, any action required to be taken at
any annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock 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 voted and shall be
delivered to the corporation by delivery to its registered office in Delaware
(by hand or by certified or registered mail, return receipt requested), to its
principal place of business, or to an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded; provided, however, that action by written consent to elect directors,
if less than unanimous, shall be in lieu of holding an annual meeting only if
all the directorships to which directors could be elected at an annual meeting
held at the effective time of such action are vacant and are filled by such
action.  Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of stockholders to take the action were delivered to the corporation by
delivery to its registered office in Delaware (by hand or by certified or
registered mail, return receipt requested), to its principal place of business,
or to an officer or agent of the corporation having custody of the book in which
proceedings or meetings of stockholders are recorded.
 
  Section 13. Nominations for Board of Directors.  Nominations for election to
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the Board of Directors must be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors.  Nominations, other than those
made by the Board of Directors of the corporation, must be preceded by
notification in writing in fact received by the Secretary of the corporation not
less than sixty days prior to any meeting of
 
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stockholders called for the election of directors. Such notification shall
contain the written consent of each proposed nominee to serve as a director if
so elected and the following information as to each proposed nominee and as to
each person, acting alone or in conjunction with one or more other persons as a
partnership, limited partnership, syndicate or other group, who participates or
is expected to participate in making such nomination or in organizing, directing
or financing such nomination or solicitation of proxies to vote for the nominee:
 
 (a)  the name, age, residence, address, and business address of each proposed
nominee and of each such person;
 
 (b)  the principal occupation or employment, the name, type of business and
address of the corporation or other organization in which such employment
is carried on of each proposed nominee and of each such person;
 
 (c)  the amount of stock of the corporation owned beneficially, either directly
or indirectly, by each proposed nominee and each such person; and
 
 (d)  a description of any arrangement or understanding of each proposed nominee
and of each such person with each other or any other person regarding
future employment or any future transaction to which the corporation will
or may be a party.
 
  The presiding officer of the meeting shall have the authority to determine and
declare to the meeting that a nomination not preceded by notification made in
accordance with the foregoing procedure shall be disregarded.
 
 
                                  ARTICLE III
                                   DIRECTORS
 
  Section 1.  Powers.  The business of the corporation shall be managed by or
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under the direction of its Board of Directors, which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
applicable law or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
 
  Section 2.  Number; Election; Tenure and Qualification.  The number of
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directors which shall constitute the whole board shall be fixed from time to
time by resolution of the Board of Directors or by the Stockholders at an annual
meeting of the Stockholders (unless the directors are elected by written consent
in lieu of an annual meeting as provided in Article II, Section 12); provided
that the number of directors shall be not less than three (3) nor more than
seven (7).  With the exception of the first Board of Directors, which shall be
elected by the incorporator, and except as provided in the corporation's
Certificate of Incorporation or in Section 3 of this Article III, the directors
shall be elected at the annual meeting of the stockholders by a plurality vote
of the shares represented in person or by proxy and each director elected shall
hold office until his successor is elected and qualified unless he shall resign,
become disqualified, disabled, or otherwise removed.  Directors need not be
stockholders.
 
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  Section 3.  Vacancies and Newly Created Directorships.  Unless otherwise
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provided in the Certificate of Incorporation, vacancies and newly-created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director.  The directors so chosen shall serve
until the next annual election and until their successors are duly elected and
shall qualify, unless sooner displaced.  If there are no directors in office,
then an election of directors may be held in the manner provided by statute.
If, at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of shares at the time outstanding 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.
 
  Section 4.  Location of Meetings.  The Board of Directors of the corporation
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may hold meetings, both regular and special, either within or without the State
of Delaware.
 
  Section 5.  Meeting of Newly Elected Board of Directors.  The first meeting of
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each newly elected Board of Directors shall be held immediately following the
annual meeting of stockholders and no notice of such meeting shall be necessary
to the newly elected directors in order legally to constitute the meeting,
provided a quorum shall be present.  In the event such meeting is not held at
such time, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
directors.
 
  Section 6.  Regular Meetings.  Regular meetings of the Board of Directors may
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be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors; provided that any director who is
absent when such a determination is made shall be given notice of such location.
 
  Section 7.  Special Meetings.  Special meetings of the Board of Directors may
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be called by the President on two days' notice to each director by mail,
overnight courier service or facsimile; special meetings shall be called by the
President or Secretary in a like manner and on like notice on the written
request of two directors unless the Board of Directors consists of only one
director, in which case special meetings shall be called by the President or
Secretary in a like manner and on like notice on the written request of the sole
director.  Notice may be waived in accordance with Section 229 of the Delaware
General Corporation Law.
 
  Section 8.  Quorum and Action at Meetings.  At all meetings of the Board of
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Directors, a majority of the directors then in office shall constitute a quorum
for the transaction of business, 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 statute or by
the Certificate of Incorporation.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
 
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  Section 9.  Action Without a Meeting.  Unless otherwise restricted by the
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Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
 
  Section 10.  Telephonic Meeting.  Unless otherwise restricted by the
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Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
 
  Section 11.  Committees.  The Board of Directors may, by resolution passed by
               ----------
a majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation.  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 thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
 
  Section 12. Committee Authority.  Any such committee, to the extent provided
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in the resolution of the Board of Directors, 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, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to (a) approving, adopting or recommending
to the stockholders, any action or matter expressly required by the Delaware
General Corporation Law to be submitted to stockholders for approval, or (b)
adopting, amending or repealing any Bylaw of the corporation.  Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.
 
  Section 13. Committee Minutes.  Each committee shall keep regular minutes of
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its meetings and report the same to the Board of Directors when required to do
so by the Board of Directors.
 
  Section 14. Directors Compensation.  Unless otherwise restricted by the
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Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors.  The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director.  No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.
 
  Section 15. Resignation.  Any director or officer of the corporation may
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resign at any time.  Each such resignation shall be made in writing and shall
take effect at the time specified therein, or,
 
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if no time is specified, at the time of its receipt by either the Board of
Directors, the President or the Secretary. The acceptance of a resignation shall
not be necessary to make it effective unless expressly so provided in the
resignation.
 
  Section 16.  Removal.  Unless otherwise restricted by the Certificate of
               -------
Incorporation, these Bylaws or applicable law, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors.
 
 
                                  ARTICLE IV
                                    NOTICES
 
  Section 1.  Notice to Directors and Stockholders.  Whenever, under the
              ------------------------------------
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, notice is required to be given to any director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail.  An affidavit of the Secretary or an
Assistant Secretary or of the transfer agent of the corporation that the notice
has been given shall in the absence of fraud, be prima facie evidence of the
facts stated therein.  Notice to directors may also be given by telephone,
facsimile or telegram (with confirmation of receipt).
 
  Section 2.  Waiver.  Whenever any notice is required to be given under the
              ------
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.  The written waiver need not specify the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors.  Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.  Attendance at the meeting is not a
waiver of any right to object to the consideration of matters required by the
Delaware General Corporation Law to be included in the notice of the meeting but
not so included, if such objection is expressly made at the meeting.
 
 
 
                                   ARTICLE V
                                   OFFICERS
 
  Section 1.  Enumeration.  The officers of the corporation shall be chosen by
              -----------
the Board of Directors and shall include a President, a Secretary, a Treasurer
or Chief Financial Officer and such other officers with such other titles as the
Board of Directors shall determine.  The Board of Directors may elect from among
its members a Chairman or Chairmen of the Board and a Vice Chairman of the
Board.  The Board of Directors may also choose one or more Vice-Presidents,
 
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Assistant Secretaries and Assistant Treasurers.  Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.
 
  Section 2.  Election.  The Board of Directors at its first meeting after each
              --------
annual meeting of stockholders shall elect a President, a Secretary, a Treasurer
and such other officers with such other titles as the Board of Directors shall
determine.
 
  Section 3.  Appointment of Other Agents.  The Board of Directors may appoint
              ---------------------------
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
 
  Section 4.  Compensation.  The salaries of all officers of the corporation
              ------------
shall be fixed by the Board of Directors or a committee thereof.  The salaries
of agents of the corporation shall, unless fixed by the Board of Directors, be
fixed by the President or any Vice-President of the corporation.
 
  Section 5.  Tenure.  The officers of the corporation shall hold office until
              ------
their successors are chosen and qualify.  Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the directors of the Board of Directors.  Any vacancy occurring in
any office of the corporation shall be filled by the Board of Directors.
 
  Section 6.  Chairman of the Board and Vice-Chairman of the Board.  The
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Chairman of the Board, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which the Chairman shall be present.  The
Chairman shall have and may exercise such powers as are, from time to time,
assigned to the Chairman by the Board of Directors and as may be provided by
law.  In the absence of the Chairman of the Board, the Vice Chairman of the
Board, if any, shall preside at all meetings of the Board of Directors and of
the stockholders at which the Vice Chairman shall be present.  The Vice Chairman
shall have and may exercise such powers as are, from time to time, assigned to
such person by the Board of Directors and as may be provided by law.
 
  Section 7.  President.  The President shall be the Chief Executive Officer of
              ---------
the corporation unless such title is assigned to another officer of the
corporation; in the absence of a Chairman and Vice Chairman of the Board, the
President shall preside as the chairman of meetings of the stockholders and the
Board of Directors; and the President shall have general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.  The President shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.
 
  Section 8.  Vice-President.  In the absence of the President or in the event
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of the President's inability or refusal to act, the Vice-President, if any (or
in the event there be more than one Vice-President, the Vice-Presidents in the
order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and
 
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when so acting shall have all the powers of and be subject to all the
restrictions upon the President. The Vice-President shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
 
  Section 9.  Secretary.  The Secretary shall attend all meetings of the Board
              ---------
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required.  The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision the Secretary shall be subject.  The
Secretary shall have custody of the corporate seal of the corporation and the
Secretary, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested by the
Secretary's signature or by the signature of such Assistant Secretary.  The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by such officer's signature.
 
  Section 10.  Assistant Secretary.  The Assistant Secretary, or if there be
               -------------------
more than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
 
  Section 11.  Treasurer.  The Treasurer shall have the custody of the corporate
               ---------
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.  The Treasurer
shall disburse the funds of the corporation as may be ordered by the Board of
Directors, President, or Chief Executive Officer, taking proper vouchers for
such disbursements, and shall render to the President, Chief Executive Officer
and the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all such transactions as Treasurer and of
the financial condition of the corporation.  If required by the Board of
Directors, the Treasurer shall give the corporation a bond (which shall be
renewed every six years) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of the Treasurer's office and for the restoration to the corporation, in
case of the Treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
possession or under the control of the Treasurer that belongs to the
corporation.
 
  Section 12.  Assistant Treasurer.  The Assistant Treasurer, or if there be
               -------------------
more than one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
 
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                                  ARTICLE VI
                                 CAPITAL STOCK
 
  Section 1.  Certificates.  The shares of the corporation shall be represented
              ------------
by a certificate, unless and until the Board of Directors adopts a resolution
permitting shares to be uncertificated.  Certificates shall be signed by, or in
the name of the corporation by, (a) the Chairman of the Board, the Vice-Chairman
of the Board, the President or a Vice-President, and (b) the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the
number of shares owned by such stockholder in the corporation.  Certificates may
be issued for partly paid shares and in such case upon the face or back of the
certificates issued to represent any such partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
specified.
 
  Section 2.  Class or Series.  If the corporation shall be authorized to issue
              ---------------
more than one class of stock or more than one series of any class, the powers,
designations, preferences and 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 which the
corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the Delaware General
Corporation Law, in lieu of the foregoing requirements, there may be set forth
on the face or back of the certificate which 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,
designations, preferences and 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.  Within a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the Delaware Corporation Law
or a statement that the corporation will furnish without charge, to each
stockholder who so requests, the powers, designations, preferences and 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.
 
  Section 3.  Signature.  Any of or all of the signatures on a certificate may
              ---------
be facsimile.  In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
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 such
person were such officer, transfer agent or registrar at the date of issue.
 
  Section 4.  Lost Certificates.  The Board of Directors may direct a new
              -----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner
 
                                       10
<PAGE>
 
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
 
  Section 5.  Transfer of Stock.  Upon surrender to the corporation or the
              -----------------
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.  Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares such uncertificated shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
 
  Section 6.  Record Date.  In order that the corporation may determine the
              -----------
stockholders entitled to notice of or to vote at any meeting of stockholder or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty  nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.  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; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
 
  Section 7.  Registered Stockholders.  The corporation shall be entitled to
              -----------------------
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.
 
                                  ARTICLE VII
                              GENERAL PROVISIONS
 
  Section 1.  Dividends.  Dividends upon the capital stock of the corporation,
              ---------
subject to the applicable provisions, if any, of the Certificate of
Incorporation, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law.  Dividends may be paid in cash, in property or
in shares of capital stock, subject to the provisions of the Certificate of
Incorporation.  Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
Board of Directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purposes as the Board of Directors shall think conducive to the interest of the
corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.
 
                                       11
<PAGE>
 
  Section 2.  Checks.  All checks or demands for money and notes of the
              ------
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
 
Section 3.  Fiscal Year.  The fiscal year of the corporation shall be fixed by
            -----------
resolution of the Board of Directors.
 
  Section 4.  Seal.  The Board of Directors may adopt a corporate seal having
              ----
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware".  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
 
  Section 5.  Loans.  The Board of Directors of this corporation may, without
              -----
stockholder approval, authorize loans to, or guaranty obligations of, or
otherwise assist, including, without limitation, the adoption of employee
benefit plans under which loans and guarantees may be made, any officer or other
employee of the corporation or of its subsidiary, including any officer or
employee who is a director of the corporation or its subsidiary, whenever, in
the judgment of the Board of Directors, such loan, guaranty or assistance may
reasonably be expected to benefit the corporation.  The loan, guaranty or other
assistance may be with or without interest, and may be unsecured, or secured in
such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation.
 
 
                                 ARTICLE VIII
                                INDEMNIFICATION
 
  Section 1.  Scope.  The corporation shall, to the fullest extent permitted by
              -----
Section 145 of the Delaware General Corporation Law, as that Section may be
amended and supplemented from time to time, indemnify any director, officer,
employee or agent of the corporation, against expenses (including attorneys'
fees), judgments, fines, amounts paid in settlement and/or other matters
referred to in or covered by that Section, by reason of the fact that such
person 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.
 
  Section 2.  Advancing Expenses.  Expenses (including attorneys' fees) incurred
              ------------------
by a present or former director or officer of the corporation in defending a
civil, criminal, administrative or investigative action, suit or proceeding by
reason of the fact that such person 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) shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized by relevant provisions of the
Delaware General Corporation Law; provided, however, the corporation shall not
be required to advance such expenses to a director (i) who commences any action,
suit or proceeding as a plaintiff unless such advance is specifically
 
                                       12
<PAGE>
 
approved by a majority of the Board of Directors, or (ii) who is a party to an
action, suit or proceeding brought by the corporation and approved by a majority
of the Board of Directors which alleges willful misappropriation of corporate
assets by such director, disclosure of confidential information in violation of
such director's fiduciary or contractual obligations to the corporation, or any
other willful and deliberate breach in bad faith of such director's duty to the
corporation or its stockholders.
 
  Section 3.  Liability Offset.  The corporation's obligation to provide
              ----------------
indemnification under this Article VIII shall be offset to the extent the
indemnified party is indemnified by any other source including, but not limited
to, any applicable insurance coverage under a policy maintained by the
corporation, the indemnified party or any other person.
 
  Section 4.  Continuing Obligation.  The provisions of this Article VIII shall
              ---------------------
be deemed to be a contract between the corporation and each director of the
corporation who serves in such capacity at any time while this bylaw is in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.
 
  Section 5.  Nonexclusive.  The indemnification and advancement of expenses
              ------------
provided for in this Article VIII shall (i) not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement or
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
such office, (ii) continue as to a person who has ceased to be a director and
(iii) inure to the benefit of the heirs, executors and administrators of such a
person.
 
  Section 6.  Other Persons.  In addition to the indemnification rights of
              -------------
directors, officers, employees, or agents of the corporation, the Board of
Directors in its discretion shall have the power on behalf of the corporation to
indemnify any other person made a party to any action, suit or proceeding who
the corporation may indemnify under Section 145 of the Delaware General
Corporation Law.
 
  Section 7.  Definitions.  The phrases and terms set forth in this Article VIII
              -----------
shall be given the same meaning as the identical terms and phrases are given in
Section 145 of the Delaware General Corporation Law, as that Section may be
amended and supplemented from time to time.
 
 
                                  ARTICLE IX
                                  AMENDMENTS
 
  Except as otherwise provided in the Certificate of Incorporation, these Bylaws
may be altered, amended or repealed, or new Bylaws may be adopted, by the
holders of a majority of the outstanding voting shares or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new Bylaws be contained in the notice of such special meeting.  If the power
to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
 
                                       13
<PAGE>
 
                          CERTIFICATE OF SECRETARY OF
 
                      OPTICAL COMMUNICATION PRODUCTS, INC.
 
 
 
  The undersigned certifies:
 
     (1)  That the undersigned is the duly elected and acting Secretary of
          OPTICAL COMMUNICATION PRODUCTS, INC., a Delaware corporation (the
          "Corporation"); and
 
     (2)  That the foregoing Bylaws constitute the Bylaws of the Corporation as
          duly adopted by the Action by Unanimous Written Consent in Lieu of the
          Organizational Meeting by the Board of Directors of the Corporation,
          dated the 6th day of June 2000.
 
     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of the Corporation as of this 6th day of June 2000.
 
 
 
                              /s/ Susie Nemeti
                              ----------------------------
                              Susie Nemeti
                              Secretary

 

 

 

 

AMENDMENT NUMBER ONE TO

BYLAWS

OF

OPTICAL COMMUNICATION PRODUCTS, INC.,

a Delaware corporation

 

This is to certify that I am the duly elected, qualified and acting Secretary of Optical Communication Products, Inc., a Delaware corporation (the “Company”), and that, by action at a meeting of the Company’s Board of Directors held on December 17, 2002, Section 2 of Article III of the Bylaws of the Company were amended and restated in their entirety to reads as follows:

 

“Section 2.    Number; Election; Tenure and Qualification.    The number of directors which shall constitute the whole board shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders (unless the directors are elected by written consent in lieu of an annual meeting as provided in Article II, Section 12); provided that the number of directors shall be not less than five (5) nor more than nine (9). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.”

 

The remainder of the Bylaws of the Company shall remain unchanged by this Amendment.

 

IN WITNESS WHEREOF, I have hereunto set my hand as of December 17, 2002.

 

 

 

By:

 

/s/    SUSIE L. NEMETI        


 

 

 

Susie L. Nemeti,

Chief Financial Officer and Secretary

 

AMENDMENT NUMBER TWO TO

BYLAWS

OF

OPTICAL COMMUNICATION PRODUCTS, INC.

a Delaware corporation

This is to certify that I am the duly elected, qualified and acting Secretary of Optical Communication Products, Inc., a Delaware corporation (the “Company”), and that, by action at a meeting of the Company’s Board of Directors held on June 19, 2007, the Bylaws of the Company were amended and restated to add Article X as follows:

ARTICLE X

MERGER AGREEMENT WITH OPLINK COMMUNICATIONS

Section 1.  Merger Agreement.  Reference is made to that certain Agreement and Plan of Merger, dated as of June 19, 2007 (the “Agreement”) by and among the corporation, Oplink Communications, Inc., a Delaware corporation (“Parent”), and Oplink Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).  Capitalized terms used and not otherwise defined in this Article X shall have their respective meanings as set forth in the Agreement.  Reference is also made to the special committee of disinterested directors of the corporation (the “Special Committee”) comprised of Hobart Birmingham, Stewart Personick, and David Warnes (the “Special Committee Directors”).

Section 2.  Special Committee Delegation.  From the effective date of this Article X until the Effective Time, the power of the Board of Directors to take the following actions is, to the fullest extent permitted by law, delegated to the Special Committee in addition to all powers previously delegated: (i) authorize the taking of any action on behalf of the corporation in connection with the Agreement, including, without limitation, action (A) to amend, terminate or enforce the Agreement; (B) to authorize any extension of time for the performance of any of the obligations or other acts of Parent or Merger Sub; (C) to waive the compliance with any covenant by Parent or Merger Sub or any condition to any obligation of the corporation or waive any right of the corporation under the Agreement; and (D) to authorize a Change of Recommendation; (ii) approve and pay all transaction expenses incurred by the corporation or the Special Committee in connection with the Agreement and the transactions contemplated thereby; or (iii) to fill any vacancies on the Special Committee.

Section 3.  Supermajority Approval.  Notwithstanding any other provision of these Bylaws, from the effective date of this Article X until the Effective Time, the Board of Directors of the corporation shall not, without the approval of at least eight directors: (i) authorize the taking of any action on behalf of the corporation in connection with the Agreement, including, without limitation, action (A) to amend, terminate or enforce the Agreement; (B) to authorize any extension of time for the performance of any of the obligations or other acts of Parent or Merger Sub; (C) to waive the compliance with any covenant by Parent or Merger Sub or any

 



condition to any obligation of the corporation or waive any right of the corporation under the Agreement; (D) to authorize a Change of Recommendation; (ii) authorize any action inconsistent with or in contravention of the Agreement, or any of the transactions contemplated thereby; (iii) change or remove any of the current or future financial and legal advisors to the Special Committee or the corporation or retain any new legal counsel for the corporation; (iv) change or remove any member of corporation’s senior management team, including but not limited to the Chief Executive Officer, the Chief Financial Officer, the Controller, L.C. Chiu, David Jenkins, Jacob Tarn or Terry Basehore; (v) terminate or change the composition of, or terminate the existence of the following committees of the Board of Directors:  the Special Committee, the audit committee, the compensation committee and the special stock option committee (provided that any action by the compensation committee or the special stock option committee shall be subject to further approval by the Board of Directors); (vi) amend, or propose to adopt amendments inconsistent or in contravention with, the charter documents of any committee to the Board of Directors; (vii) change or remove the corporation’s auditors; (viii) change the composition of the Special Committee or the number of directors of the corporation; (ix) amend or repeal this Article X of the Bylaws, (x) change the date, time or place for the Stockholders’ Meeting or authorize or approve any adjournment of such meeting, or (xi) create, authorize or otherwise empower any new committee of the Board of Directors.  The requirement of a supermajority vote for certain actions is not intended to limit the power of the Special Committee to take those actions to the extent that the power has been delegated to the Special Committee.

Section 4.  Amendment.  Notwithstanding Article IX or anything else in these Bylaws to the contrary, neither Section 2 of Article III of these Bylaws nor this Article X may be repealed or amended by stockholders without the approval of the holders of at 80% of the outstanding shares of stock of the corporation.

Section 5.  Termination.  Notwithstanding Article IX or anything else in these Bylaws to the contrary, the provisions of this Article X shall terminate and be of no further force and effect upon the earliest to occur of (i) termination of the Agreement in accordance with its terms and (ii) the Effective Time.

 



 

IN WITNESS WHEREOF, I have hereunto set my hand as of June 19, 2007.

 

By:

  /s/ Frederic T. Boyer

 

 

Frederic T. Boyer

 

Senior Vice President, Chief Financial

 

Officer and Secretary