AMENDED AND RESTATED BY-LAWS
THORATEC LABORATORIES CORPORATION
1. Annual Meeting. Unless the Board of Directors or the President of the corporation selects a different time or
date, the annual meeting of shareholders shall be held at 11:00 a.m. on the first Tuesday of the fifth calendar
month following the end of the corporation's fiscal year. The annual meeting shall be for the purpose of electing a
Board of Directors and transacting such other business as may properly be brought before the meeting.
2. Special Meeting. Special meetings of share holders may be called at any time by the Board of Directors, the
Chairman of the Board, the President or the holders of shares entitled to cast not less than one-tenth of the votes
at the meeting.
3. Place. Meetings of shareholders shall be held at the principal executive office of the corporation or at any other
place, within or without California, which is designated by the Board of Directors or the President.
(a) Annual and Special Meetings. A written notice of each meeting of shareholders shall be given not more than
60 days and, except as provided below, not less than 10 days before the meeting to each shareholder entitled to
vote at the meeting. The notice shall state the place, date and hour of the meeting and, if directors are to be
elected at the meeting, the names of the nominees intended to be presented by management for election. The
notice shall also state (i) in the case of an annual meeting, those matters which the Board of Directors intends to
present for action by the shareholders, and (ii) in the case of a special meeting, the general nature of the business
to be transacted and that no other business may be transacted. Notice shall be delivered personally, by mail or
other means addressed to the shareholder at the address of such shareholder appearing on the books of the
corporation, the address given by the shareholder to the corporation for the
AMENDED AND RESTATED