<PAGE>

                                                                     EXHIBIT 3.4

                                     BYLAWS

                                       OF

                        AMERICA WEST HOLDINGS CORPORATION

AS AMENDED THROUGH JANUARY 20, 2005

<PAGE>

                                TABLE OF CONTENTS

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                                                                                                          PAGE
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ARTICLE I OFFICES......................................................................................     1

ARTICLE II SEAL........................................................................................     1

ARTICLE III MEETINGS OF STOCKHOLDERS...................................................................     1

SECTION 3.01 PLACE OF MEETINGS.........................................................................     1

SECTION 3.02 ANNUAL MEETINGS...........................................................................     1

SECTION 3.03 SPECIAL MEETINGS..........................................................................     2

SECTION 3.04 ACTION BY CONSENT IN LIEU OF A MEETING....................................................     2

SECTION 3.05 NOTICE OF MEETINGS........................................................................     2

SECTION 3.06 STOCKHOLDER NOTICES.......................................................................     2

SECTION 3.07 ADJOURNED MEETINGS........................................................................     3

SECTION 3.08 QUORUM AND ADJOURNMENT....................................................................     3

SECTION 3.09 MAJORITY VOTE REQUIRED....................................................................     3

SECTION 3.10 MANNER OF VOTING..........................................................................     3

SECTION 3.11 PROXIES...................................................................................     4

SECTION 3.12 PRESIDING OFFICER AND SECRETARY...........................................................     4

SECTION 3.13 DISREGARD OF NOMINATION OR PROPOSAL.......................................................     4

SECTION 3.14 INSPECTIONS OF ELECTIONS..................................................................     4

ARTICLE IV DIRECTORS...................................................................................     4

SECTION 4.01 POWERS....................................................................................     4

SECTION 4.02  NUMBER AND CLASSIFICATION................................................................     5

SECTION 4.03 NOMINATIONS...............................................................................     5

SECTION 4.04 RESIGNATIONS..............................................................................     5

SECTION 4.05 REMOVAL...................................................................................     5

SECTION 4.06 VACANCIES.................................................................................     6

SECTION 4.07 PRESIDING OFFICER AND SECRETARY...........................................................     6

SECTION 4.08 ANNUAL MEETINGS...........................................................................     6

SECTION 4.09 REGULAR MEETINGS..........................................................................     6

SECTION 4.10 SPECIAL MEETINGS..........................................................................     6

SECTION 4.11 QUORUM AND POWERS OF A MAJORITY...........................................................     7

SECTION 4.12 WAIVER OF NOTICE..........................................................................     7

SECTION 4.13 MANNER OF ACTING..........................................................................     7

SECTION 4.14 COMPENSATION..............................................................................     7

SECTION 4.15 COMMITTEES................................................................................     7

SECTION 4.16 COMMITTEE PROCEDURE.......................................................................     8
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                                       i.
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
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                                                                                                          PAGE
<S>                                                                                                       <C>
SECTION 4.17 EXECUTIVE COMMITTEE.......................................................................     8

ARTICLE V OFFICERS.....................................................................................     9

SECTION 5.01 NUMBER....................................................................................     9

SECTION 5.02 ELECTION OF OFFICERS, QUALIFICATION AND TERM.............................................     10

SECTION 5.03 REMOVAL..................................................................................     10

SECTION 5.04 RESIGNATIONS.............................................................................     10

SECTION 5.05 VACANCIES................................................................................     10

SECTION 5.06 SALARIES.................................................................................     10

SECTION 5.07 THE CHAIRMAN OF THE BOARD................................................................     10

SECTION 5.08 THE PRESIDENT............................................................................     11

SECTION 5.09 THE VICE PRESIDENTS......................................................................     11

SECTION 5.10 THE SECRETARY AND THE ASSISTANT SECRETARY................................................     11

SECTION 5.11 THE TREASURER AND THE ASSISTANT TREASURER................................................     11

SECTION 5.12 TREASURER'S BOND.........................................................................     12

SECTION 5.13 CHIEF EXECUTIVE OFFICER..................................................................     12

SECTION 5.14 CHIEF OPERATING OFFICER..................................................................     12

ARTICLE VI STOCK......................................................................................     13

SECTION 6.01 CERTIFICATES.............................................................................     13

SECTION 6.02 TRANSFERS................................................................................     13

SECTION 6.03 LOST, STOLEN OR DESTROYED CERTIFICATES...................................................     13

SECTION 6.04 RECORD DATE..............................................................................     13

SECTION 6.05 REGISTERED STOCKHOLDERS..................................................................     14

SECTION 6.06 ADDITIONAL POWERS OF THE BOARD...........................................................     14

ARTICLE VII LIMITATIONS OF OWNERSHIP BY NON-CITIZENS..................................................     15

SECTION 7.01 DEFINITIONS..............................................................................     15

SECTION 7.02 POLICY...................................................................................     15

SECTION 7.03 FOREIGN STOCK RECORD.....................................................................     15

SECTION 7.04 SUSPENSION OF VOTING RIGHTS..............................................................     16

SECTION 7.05 BENEFICIAL OWNERSHIP INQUIRY.............................................................     16

ARTICLE VIII MISCELLANEOUS............................................................................     17

SECTION 8.01 PLACE AND INSPECTION OF BOOKS............................................................     17

SECTION 8.02 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.............................     17

SECTION 8.03 DIVIDENDS................................................................................     19
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                                      ii.
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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SECTION 8.04 EXECUTION OF DEEDS, CONTRACTS, AND OTHER AGREEMENTS AND INSTRUMENTS......................     20

SECTION 8.05 CHECKS...................................................................................     20

SECTION 8.06 VOTING SHARES IN OTHER CORPORATIONS......................................................     20

SECTION 8.07 FISCAL YEAR..............................................................................     20

SECTION 8.08 GENDER/NUMBER............................................................................     20

SECTION 8.09 PARAGRAPH TITLES.........................................................................     20

SECTION 8.10 AMENDMENT................................................................................     20

SECTION 8.11 CERTIFICATE OF INCORPORATION.............................................................     21
</TABLE>

                                      iii.
<PAGE>

                                     BYLAWS
                                       OF
                        AMERICA WEST HOLDINGS CORPORATION

                                    ARTICLE I
                                     OFFICES

            In addition to its registered office in the state of Delaware, the
Corporation shall have a general office at Maricopa County, Arizona, and such
other offices, either within or without the State of Delaware, at such locations
as the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                                      SEAL

            The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware." The seal shall be kept in safe custody by the Secretary of the
Corporation. It shall be affixed by the Chairman of the Board, the President or
any Vice President, the Secretary or any Assistant Secretary, or the Treasurer
to any corporate instrument or document requiring it, by practice or by law, and
when so affixed, it may be attested by the signature of the officer so affixing
it.

                                   ARTICLE III

                            MEETINGS OF STOCKHOLDERS

            SECTION 3.01 PLACE OF MEETINGS. All meetings of stockholders of the
Corporation shall be held at the general office of the Corporation in Maricopa
County, State of Arizona, unless otherwise specified in the notice calling any
such meeting.

            SECTION 3.02 ANNUAL MEETINGS. (a) All annual meetings of
stockholders shall be held on the first Tuesday of May, if not a legal holiday,
and if a legal holiday, then on the next business day following, or at such
other time, date and place as shall be determined by the Board of Directors from
time to time.

            (b) At each annual meeting the stockholders shall, by plurality of
the votes cast, elect Directors and transact such other business as may properly
be brought before them.

                                       1.
<PAGE>

            (c) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, adopt an agenda for such meeting, adherence to
which the Chairman of the Board may enforce.

            SECTION 3.03 SPECIAL MEETINGS. Special meetings of the stockholders
of the Corporation, for any purpose or purposes, unless otherwise prescribed
herein or by statute, may be called by the Chairman of the Board and shall be
called by the Secretary at the written request, or by resolution adopted by the
affirmative vote, of a majority of the Board of Directors. Such request shall
state the purpose or purposes of the proposed meeting. Stockholders of the
Corporation shall not be entitled to request a special meeting of the
stockholders.

            SECTION 3.04 ACTION BY CONSENT IN LIEU OF A MEETING. Stockholders
may act by consent in lieu of a meeting in accordance with Delaware Law only in
the removal of directors in accordance with the Certificate of Incorporation of
the Corporation.

            SECTION 3.05 NOTICE OF MEETINGS. (a) Notices of meetings of
stockholders shall be in writing and shall state the place (which may be within
or without the state of Delaware), date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

            (b) Such notice shall either be delivered personally or mailed,
postage prepaid, to each stockholder entitled to vote at such meeting not less
than ten nor more than 60 days before the date of the meeting. If mailed, the
notice shall be directed to the stockholder at his or her address as it appears
on the records of the Corporation. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership.

            (c) Notice of any meeting of stockholders need not be given to any
stockholder if waived by such stockholder in writing, whether before or after
such meeting is held, or if such stockholder shall sign the minutes or attend
the meeting.

            SECTION 3.06 STOCKHOLDER NOTICES. (a) At any meeting of the
stockholders, only such business shall be conducted, and only such proposals
shall be acted upon as shall have been brought before the meeting (i) by, or at
the direction of the Board of Directors or (ii) by any stockholder who complies
with the notice procedures set forth in this Section 3.06 (or for election of
directors, with the notice provisions set forth in Section 4.03).

            (b) For a proposal to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary. 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 60 days nor

                                       2.
<PAGE>

more than 90 days prior to the scheduled annual meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than 70 days notice or prior public disclosure
of the date of the scheduled annual meeting is given or made, notice by the
stockholder to be timely must be so delivered or received no later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made.

            (c) A stockholder's notice to the Secretary shall in addition set
forth as to each matter the stockholder proposes to bring before the meeting (i)
a brief description of the proposal desired to be brought before the meeting and
the reasons for conducting such business at the 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 which are beneficially owned
by the stockholder on the date of such stockholder notice and (iv) any material
interest of the stockholder in such proposal.

            SECTION 3.07 ADJOURNED MEETINGS. When a meeting is adjourned to
another time or place, unless otherwise provided by these Bylaws, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the stockholders may transact any business which might have been
transacted at the original meeting. If an adjournment is for more than 30 days
or if after an adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting.

            SECTION 3.08 QUORUM AND ADJOURNMENT. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, and the voting rights of which are not suspended, shall be requisite
and shall constitute a quorum for the transaction of business at all meetings of
stockholders. If, however, such majority shall not be present or represented at
any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

            SECTION 3.09 MAJORITY VOTE REQUIRED. When a quorum is present at any
meeting of stockholders, the affirmative vote of the majority of the aggregate
voting power of the shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall constitute the act of
the stockholders, unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case such
express provision shall govern and control.

            SECTION 3.10 MANNER OF VOTING. At each meeting of stockholders, each
stockholder having the right to vote, and whose voting rights have not been
suspended shall be entitled to vote in person or by proxy. Proxies need not be
filed with the Secretary of the Corporation until the meeting is called to
order, but shall be filed before being voted. Each stockholder shall be entitled
to vote each share of stock having voting

                                       3.
<PAGE>

power registered in his or her name on the books of the Corporation on the
record date fixed, as provided in Section 6.04 of these Bylaws, for the
determination of stockholders entitled to vote at such meeting. All elections of
directors shall be by written ballot.

            SECTION 3.11 PROXIES. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

            (b) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, prescribe additional regulations concerning the
manner of execution and filing of proxies and the validation of the same, which
are intended to be voted at any such meeting.

            SECTION 3.12 PRESIDING OFFICER AND SECRETARY. At each meeting of
stockholders, the Chairman of the Board shall preside and the Secretary shall
act as Secretary of the meeting.

            SECTION 3.13 DISREGARD OF NOMINATION OR PROPOSAL. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
person presiding over any meeting of the stockholders shall have the power and
duty to determine whether a nomination or any other business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Article III or Section 4.03 and, if any proposed nomination or business
is not in compliance with such provisions, to declare that such defective
proposal or nomination shall be disregarded.

            SECTION 3.14 INSPECTIONS OF ELECTIONS. The Board of Directors by
resolution shall appoint one or more inspectors of election (which may include
individuals who serve the Corporation in other capacities including, without
limitation, as officers, employees, agents or representatives of the
Corporation) to act at any meeting of the stockholders and make a written report
thereof. Such appointments shall be made in accordance with, and each inspector
shall have the duties prescribed by, Section 231 of the General Corporation Law
of the State of Delaware (the "DGCL").

                                   ARTICLE IV

                                    DIRECTORS

            SECTION 4.01 POWERS. The Board of Directors shall exercise all of
the power of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                                       4.
<PAGE>

            SECTION 4.02 NUMBER AND CLASSIFICATION. (a) The authorized number of
Directors of the Corporation shall be not less than nine (9) nor more than
fifteen (15), with the exact number of authorized Directors to be fixed from
time to time, within the foregoing limits, by resolution of the Board of
Directors or by proper action of the stockholders.

            (b)   Subject to and at such time as provided in the Certificate of
Incorporation, the number of Directors shall be divided into three classes, as
nearly equal in number as may be, to serve staggered three-year terms on the
Board of Directors. In the case of any increase in the number of Directors of
the Corporation, the additional Directors shall be classified so that all
classes of Directors shall be increased equally as nearly as may be, and the
additional Directors shall be elected as provided herein by the Directors or by
the stockholders at an annual meeting. In case of any decrease in the number of
Directors of the Corporation, all classes of Directors shall be decreased
equally, as nearly as may be. Election of Directors shall be conducted as
provided in the Certificate of Incorporation, in these Bylaws, or by applicable
law.

            (c)   At all times the composition of the Board of Directors shall
comply in all respects with the U.S. citizenship requirements of the Act (as
hereinafter defined).

            SECTION 4.03 NOMINATIONS. Except as otherwise provided in the
Stockholders' Agreement, no person shall be elected to the Board of Directors of
this Corporation at an annual meeting of the stockholders, or at a special
meeting called for that purpose, unless a written nomination of such person to
the Board of Directors (i) by a stockholder of the Corporation who is entitled
to vote at such meeting shall be received by the Secretary of the Corporation at
least 90 days prior to such meeting or (ii) is made by or at the direction of
the Board of Directors.

            SECTION 4.04 RESIGNATIONS. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

            SECTION 4.05 REMOVAL. Except as otherwise provided in the
Stockholders' Agreement, at any special meeting of the stockholders duly called
as provided herein, any Director may, by a vote of the holders of stock
representing a majority of the voting power of all the shares of stock issued
and outstanding and entitled to vote thereat, be removed from office with or
without cause, and the successor of the Director so removed may be elected at
such meeting. Stockholders shall have the right to act by written consent only
in the removal of directors in accordance with the Stockholders' Agreement or
any other voting agreement by and between GPA Group plc and AmWest Partners,
L.P. and their successors and assigns, for so long as any such agreement remains
in force and effect. In the absence of such an election, any vacancy may be
filled as provided in Section 4.06.

                                        5.
<PAGE>

            SECTION 4.06 VACANCIES. (a) Except as otherwise provided in the
Stockholders' Agreement, in case any vacancy shall occur on the Board of
Directors because of death, resignation, retirement, disqualification, removal,
an increase in the authorized number of Directors or any other cause, the Board
of Directors may, at any meeting, by resolution adopted by the affirmative vote
of a majority of the Directors then in office, though less than a quorum, elect
a Director to fill such vacancy.

            (b)   If, as a result of a disaster or emergency (as determined in
good faith by the then remaining Directors), it becomes impossible to ascertain
whether or not vacancies exist on the Board of Directors, and a person is or
persons are elected by Directors, who in good faith believe themselves to be a
majority of the remaining Directors, to fill a vacancy or vacancies that said
remaining Directors in good faith believe exists, then the acts of such person
or persons who are so elected as Directors shall be valid and binding upon the
Corporation and the stockholders, although it may subsequently develop that at
the time of the election (i) there was in fact no vacancy or vacancies existing
on the Board of Directors, or (ii) the Directors who so elected such person or
persons did not in fact constitute a majority of the remaining Directors.

            SECTION 4.07 PRESIDING OFFICER AND SECRETARY. At each meeting of the
Board of Directors, the Chairman of the Board shall preside, and the Secretary
shall act as secretary of the meeting.

            SECTION 4.08 ANNUAL MEETINGS. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders at
which such Directors are elected, for the purpose of organization, election of
officers, and consideration of such other business as the Board considers
relevant to the management of the Corporation.

            SECTION 4.09 REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors; provided, however, that the Board of Directors shall hold at
least four regular meetings in each year. In the absence of any such
determination, such meetings shall be held at such times and places, within or
without the State of Delaware, as shall be designated by the Chairman of the
Board on not less than three calendar days' notice (specifying the time and
place of the meeting and the agenda therefor) to each Director, given verbally
or in writing either personally, by telephone, by facsimile transmission, by
mail, by telegram or by telex.

            SECTION 4.10 SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than three calendar days' notice (specifying the time and
place of the meeting and the agenda therefor) to each Director, given verbally
or in writing either personally, by telephone, by

                                        6.
<PAGE>

facsimile transmission, bymail, by telegram or by telex. Special meetings shall
be called by the Secretary on like notice at the written request of a majority
of the Directors.

            SECTION 4.11 QUORUM AND POWERS OF A MAJORITY. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

            SECTION 4.12 WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting.

            SECTION 4.13 MANNER OF ACTING. (a) Members of the Board of
Directors, or any committee thereof, may participate in any meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

            (b)   Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such 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 such committee.

            SECTION 4.14 COMPENSATION. (a) The Board of Directors, by a
resolution or resolutions may  fix, and from time to time change,
the compensation of Directors.

            (b)   Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred in attending meetings of
the Board of Directors or any committee thereof.

            (c)   Nothing contained in these Bylaws shall be construed to
precludeany Director from serving the Corporation in any other capacity and from
receiving compensation from the Corporation for service rendered to it in such
other capacity.

            SECTION 4.15 COMMITTEES. The Board of Directors may, by resolution
or resolutions adopted by the affirmative vote of a majority of the Board of
Directors, designate one or more committees, each committee to consist of two or
more Directors, which to the extent provided in said resolution or resolutions
shall have and may exercise

                                        7.
<PAGE>

the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation; provided, however, that no such
committee shall have the power to (i) elect Directors, (ii) alter, amend, or
repeal these Bylaws or any resolution of the Board relating to such committee,
(iii) appoint any member of such committee, (iv) declare any dividend or make
any other distribution to the stockholders of the Corporation or (v) take any
other actions which may lawfully be taken only by the full Board of Directors.
Such committee or committees shall have such name or names as may be determined
from time to time by resolutions adopted by the Board of Directors.

            SECTION 4.16 COMMITTEE PROCEDURE. (a) Except as otherwise provided
by these Bylaws, each committee shall adopt its own rules governing the time,
place and method of holding its meetings and the conduct of its proceedings and
shall meet as provided by such rules or by resolution of the Board of Directors.
Unless otherwise provided by these Bylaws or any such rules or resolutions,
notice of the time and place of each meeting of a committee shall be given to
each member of such committee as provided in Section 4.10 of the Bylaws with
respect to notices of special meetings of the Board of Directors.

            (b)   Each committee shall keep regular minutes of its proceedings
andreport the same to the Board of Directors when required.

            (c)   Any member of any committee, other than a member thereof
servingex-officio, may be removed from such committee either with or without
cause, at any time, by resolution adopted by the affirmative vote of a majority
of the Board of Directors at any meeting thereof. Any vacancy in any committee
shall be filled by the Board of Directors in the manner prescribed by these
Bylaws for the original appointment of the members of such committee.

            SECTION 4.17 EXECUTIVE COMMITTEE. There shall be established an
Executive Committee consisting of three (3) members. The Chairman of the Board
shall be a member and shall act as Chairman of the Executive Committee. In
addition, the Board of Directors shall elect from its members the remaining
members of the Executive Committee.

            The Executive Committee shall, to the full extent of the DGCL, have
and may exercise in the intervals between meetings of the Board of Directors,
all the powers of the whole Board of Directors in its management of the affairs
and business of the Corporation, except the power or authority to:

                  (a) amend the Certificate of Incorporation;

                  (b) adopt any agreement of merger or consolidation;

                  (c) recommend to stockholders the sale, lease or exchange of
            all or substantially all of the Corporation's property and assets;

                                        8.
<PAGE>

                  (d) recommend to stockholders a dissolution of the Corporation
            or a revocation of a dissolution;

                  (e) amend these Bylaws;

                  (f) appoint or remove a member of any committee established by
            the Board of Directors, fill vacancies on the Board of Directors,
            remove an officer elected by the Board of Directors, or raise or
            lower any officer's salary; or

                  (g) declare dividends or authorize the issuance of stock.

            Meetings of the Executive Committee may be called at any time by the
Chairman of the Board and shall be held at the general office of the Corporation
or at such other place, within or without the State of Delaware, as the Chairman
of the Board may designate, on not less than one day's notice to each member of
the Executive Committee, given verbally or in writing either personally, by
telephone, by facsimile transmission, by mail, by telegram or telex.

                                    ARTICLE V

                                    OFFICERS

            SECTION 5.01 NUMBER. (a) The officers of the corporation shall
include a Chief Executive Officer, a President, one or more Vice Presidents
(including one or more Executive Vice Presidents and one or more Senior Vice
Presidents if deemed appropriate by the Board of Directors), a Secretary and a
Treasurer. The Board of Directors shall also elect a Chairman of the Board
pursuant to Section 5.02. The Board of Directors may also elect such other
officers as the Board of Directors may from time to time deem appropriate or
necessary. Except for the Chairman of the Board, none of the officers of the
Corporation need be a Director of the Corporation. Any two or more offices may
be held by the same person, but no officer shall execute, acknowledge, or verify
any instrument in more than one capacity.

            (b)   The Chairman of the Board shall be the Chief Executive Officer
unless the Board of Directors, by resolution adopted by the affirmative vote of
not less than a majority of the Directors then in office, designates the
President or some other person as Chief Executive Officer. The President shall
be the Chief Operating Officer. If at any time the offices of the Chairman of
the Board and Chief Executive Officer shall not be filled, the President shall
also be the Chief Executive Officer.

            (c)   The Board of Directors may delegate to the Chief Executive
Officer the power to appoint one or more employees of the corporation as
divisional or departmental vice presidents and fix the duties of such
appointees. However, no such divisional or departmental vice president shall be
considered as an officer of the

                                        9.
<PAGE>

Corporation, the officers of the Corporation being limited to those officers
elected by the Board of Directors.

            SECTION 5.02 ELECTION OF OFFICERS, QUALIFICATION AND TERM. The
officers of the Corporation to be elected by the Board of Directors shall be
elected annually at the first meeting of the Board of Directors held after each
annual meeting of the stockholders. Each such officer shall hold office for one
year and until a successor shall have been duly elected and shall qualify in his
or her stead unless the Board of Directors shall have provided by contract or
otherwise in any particular case, or until such officer shall have resigned and
his or her resignation shall have become effective, or until such officer shall
have been removed in the manner hereinafter provided. Notwithstanding anything
in this Section 5.02 to the contrary, the Chairman of the Board may be elected
only by the vote of a majority of the Directors then in office (who may include
the Director who is or is to be the Chairman of the Board).

            SECTION 5.03 REMOVAL. Except as otherwise expressly provided in a
contract duly authorized by the Board of Directors, any officer elected by the
Board of Directors may be removed, either with or without cause, at any time by
resolution adopted by the affirmative vote of a majority of the Board of
Directors at any meeting thereof; provided, however, that the Chairman of the
Board may be removed by the vote of a majority of the Directors then in office
(excluding the Director who is the Chairman of the Board).

            SECTION 5.04 RESIGNATIONS. Any officer of the Corporation may resign
at any time by giving written notice to the Board of Directors or the Chairman
of the Board. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

            SECTION 5.05 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause may be filled for the
unexpired portion of the term by election by the Board of Directors at any
meeting thereof.

            SECTION 5.06 SALARIES. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors from time to time, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a Director of the Corporation.

            SECTION 5.07 THE CHAIRMAN OF THE BOARD. (a) The Chairman of the
Board shall have the powers and duties customarily and usually associated with
the office of the Chairman of the Board. The Chairman of the Board shall preside
at meetings of the stockholders and of the Board of Directors. In the event of
the Chairman of the Board's absence or disability and the absence or disability
of the President, the Chairman of the Board shall have the power to designate
any Director to preside at any or all meetings of the Board of Directors, and
the power to designate any Director or any Vice President to preside at any or
all meetings of the stockholders.

                                       10.
<PAGE>

            (b)   If at any time the office of President shall not be filled, or
in the event of the disability of the President, the Chairman of the Board (if
one shall be elected) shall have the duties and powers of the President. The
Chairman of the Board shall have such other powers and perform such greater or
lesser duties as may be delegated to him or her from time to time by the Board
of Directors.

            SECTION 5.08 THE PRESIDENT. In the event of the disability of the
Chairman of the Board, the President shall have the powers and duties of the
Chairman of the Board. The President shall serve as chief operating officer and
shall have such other powers and perform such other duties as may be delegated
to him or her from time to time by the Board of Directors or the Chairman of the
Board.

            SECTION 5.09 THE VICE PRESIDENTS. Each Vice President shall have
such powers and perform such duties as may from time to time be assigned to him
or her by the Board of Directors, the Chairman of the Board or the President.

            SECTION 5.10 THE SECRETARY AND THE ASSISTANT SECRETARY. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose and shall perform like duties for the committees of
Directors as provided for in these Bylaws when required. The Secretary shall
give, or cause to be given, notice of all meetings of stockholders and of the
Board of Directors (except in case of meetings called by the Chairman of the
Board in accordance with Sections 4.09 or 4.10). He or she shall have charge of
the stock ledger (unless responsibility for maintaining the stock ledger is
delegated to a transfer agent by the Board of Directors pursuant to Section
6.06) and such other books and papers as the Board of Directors may direct. He
or she shall have all such further powers and duties as generally are incident
to the position of Secretary or as may from time to time be assigned to him or
her by the Board of Directors or the Chairman of the Board.

            (b)   Each Assistant Secretary shall have such powers and perform
such duties as may from time to time be assigned to him or her by the Board of
Directors, the Chairman of the Board or the Secretary. In case of the absence or
disability of the Secretary, the Assistant Secretary designated by the Secretary
(or, in the absence of such designation, the senior Assistant Secretary) shall
perform the duties and exercise the powers of the Secretary.

            SECTION 5.11 THE TREASURER AND THE ASSISTANT TREASURER. (a) The
Treasurer shall have 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 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. He or she may endorse all commercial
documents requiring endorsements for or on behalf of the Corporation and may
sign all receipts and vouchers for payments made to the Corporation.

                                       11.
<PAGE>

            (b)   The Treasurer shall disburse funds of the Corporation as may
from time to time be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and render to the Board of Directors, the Chairman of
the Board and President, whenever they may require it, an account of all
transactions undertaken by him or her as Treasurer and of the financial
condition of the Corporation.

            (c)   The Treasurer shall also maintain adequate records of all
assets, liabilities and transactions of the corporation and shall see that
adequate audits thereof are currently and regularly made. The Treasurer shall
have such other powers and perform such other duties that generally are incident
to the position of Treasurer or as may from time to time be assigned to him or
her by the Board of Directors, the Chairman of the Board or the President.

            (d)   Each Assistant Treasurer shall have such powers and perform
such duties as may from time to time be assigned to him or her by the Board of
Directors, the Chairman of the Board, the President or the Treasurer. In case of
the absence or disability of the Treasurer, the Assistant Treasurer designated
by the Treasurer (or, in the absence of such designation, the senior Assistant
Treasurer) shall perform the duties and exercise the powers of the Treasurer.

            SECTION 5.12 TREASURER'S BOND. If required by the Board of
Directors, the Treasurer or any Assistant Treasurer shall give the Corporation a
bond in such form and with such surety or sureties as are satisfactory to the
Board of Directors for the faithful performance of the duties of office and for
the restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

            SECTION 5.13 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a Corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of Chairman of
the Board shall not be filled, the Chief Executive Officer shall have the powers
and duties of the Chairman of the Board.

            SECTION 5.14 CHIEF OPERATING OFFICER. The Chief Operating Officer
shall, subject to the supervision, direction and control of the Chief Executive
Officer and the Board of Directors, manage the day-to-day operations of the
Corporation and, in general, shall assist the Chief Executive Officer.

                                       12.
<PAGE>

                                   ARTICLE VI

                                      STOCK

            SECTION 6.01 CERTIFICATES. Certificates or shares of the stock of
the Corporation shall be issued under the seal of the Corporation, or facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer. 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 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 or entity were such officer,
transfer agent or registrar at the date of issue.

            SECTION 6.02 TRANSFERS. Transfers of stock of the Corporation shall
be made on the books of the Corporation only upon surrender to the Corporation
of a certificate for the shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer; provided, however, such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, the Bylaws, applicable law, or contract. Thereupon, the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

            SECTION 6.03 LOST, STOLEN OR DESTROYED CERTIFICATES. Any person
claiming a certificate of stock to be lost, stolen or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed.

            SECTION 6.04 RECORD DATE. (a) In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders 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 shall fix, in
advance, a record date, which shall not be more than 60 nor less than ten days
before the date of such meeting, nor more than 60 days prior to any other
action.

            (b)   If no record date is fixed by the Board of Directors, (i) 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 date on which

                                       13.
<PAGE>

notice is given, or, if notice is waived by all stockholders entitled to vote at
the meeting, at the close of business on the day next preceding the day on which
the meeting was held and (ii) the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

            (c) 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 6.05 REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares as the person entitled to exercise the rights referred to in
Section 6.04 and shall not be bound to recognize any equitable or other claim to
or interest in any such shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Delaware.

            SECTION 6.06 ADDITIONAL POWERS OF THE BOARD. (a) In addition to
those powers set forth in Section 4.01, the Board of Directors shall have power
and authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.

            (b)   The Board of Directors may appoint and remove transfer agents
and registrars of transfers, and may require all stock certificates to bear the
signature of any such transfer agent and/or any such registrar of transfers.

            (c)   The Board of Directors shall have power and authority to
create and issue (whether or not in connection with the issue and sale of any
stock or other securities of the Corporation) warrants, rights or options
entitling the holders thereof to purchase from the Corporation any shares of any
class or classes or any other securities of the Corporation for such
consideration and to such persons, firms or corporations as the Board of
Directors, in its sole discretion, may determine, setting aside from the
authorized but unissued stock of the Corporation the requisite number of shares
for issuance upon the exercise of such warrants, rights or options. Such
warrants, rights or options shall be evidenced by such instrument or instruments
as shall be approved by the Board of Directors. The terms upon which, the time
or times (which may be limited or unlimited in duration) at or within which, and
the price or prices at which any such shares or other securities may be
purchased from the Corporation upon the exercise of any such warrant, right or
option shall be such as shall be fixed and stated in a resolution or resolutions
of the Board of Directors providing for the creation and issue of such warrants,
rights or options.

                                       14.
<PAGE>

                                   ARTICLE VII

                    LIMITATIONS OF OWNERSHIP BY NON-CITIZENS

            SECTION 7.01 DEFINITIONS. (a) "Act" shall mean Subtitle VII of Title
49 of the United States Code, as amended, or as the same may be from time to
time amended.

            (b)   "Beneficial Ownership," "Beneficially Owned" or "Owned
Beneficially" refers to beneficial membership as defined in Rule 13d-3 (without
regard to the 60-day provision in paragraph (d)(1)(i) thereof) under the
Securities Exchange Act of 1934, as amended.

            (c)   "Foreign Stock Record"shall have the meaning set forth Section
7.03.

            (d)   "Non-Citizen" shall mean any person or entity who is not a
"citizen of the United States" (as defined in Section 40102 of the Act),
including any agent, trustee or representative of a Non-Citizen.

            (e)   "Own or Control" or "Owned or Controlled" shall mean (i)
ownership of record, (ii) beneficial ownership or (iii) the power to direct, by
agreement, agency or in any other manner, the voting of Stock. Any determination
by the Board of Directors as to whether Stock is Owned or Controlled by a
Non-Citizen shall be final.

            (f)   "Permitted Percentage" shall mean 25% of the voting power of
the Stock.

            (g)   "Stock" shall mean the outstanding capital stock of the
Corporation entitled to vote; provided, however, that for the purpose of
determining the voting power of Stock that shall at any time constitute the
Permitted Percentage, the voting power of Stock outstanding shall not be
adjusted downward solely because shares of Stock may not be entitled to vote by
reason of any provision of this Article VII.

            SECTION 7.02 POLICY. It is the policy of the Corporation that,
consistent with the requirements of the Act, Non-Citizens shall not Own or
Control more than the Permitted Percentage and, if Non-Citizens nonetheless at
any time Own or Control more than the Permitted Percentage, the voting rights of
the Stock in excess of the Permitted Percentage shall be automatically suspended
in accordance with Sections 7.03 and 7.04 below.

            SECTION 7.03 FOREIGN STOCK RECORD. The Corporation or any transfer
agent designated by it shall maintain a separate stock record (the "Foreign
Stock Record") in which shall be registered Stock known to the corporation to be
Owned or Controlled by Non-Citizens. The Foreign Stock Record shall include (i)
the name and nationality of

                                       15.
<PAGE>

each such Non-Citizen, (ii) the number of shares of Stock Owned or Controlled by
such Non-Citizen and (iii) the date of registration of such shares in the
Foreign Stock Record. In no event shall shares in excess of the Permitted
Percentage be entered on the Foreign Stock Record. In the event that the
Corporation shall determine that Stock registered on the Foreign Stock Record
exceeds the Permitted Percentage, sufficient shares shall be removed from the
Foreign Stock Record so that the number of shares entered therein does not
exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock
Record in reverse chronological order based upon the date of registration
therein.

            SECTION 7.04 SUSPENSION OF VOTING RIGHTS. If at any time the number
of shares of Stock known to the Corporation to be Owned or Controlled by
Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned
or Controlled by Non-Citizens and not registered on the Foreign Stock Record at
the time of any vote or action of the stockholders of the Corporation shall,
without further action by the Corporation, be suspended. Such suspension of
voting rights shall automatically terminate upon the earlier of the (i) transfer
of such shares to a person or entity who is not a Non-Citizen, or (ii)
registration of such shares on the Foreign Stock Record, subject to the last two
sentences of Section 7.03.

            SECTION 7.05 BENEFICIAL OWNERSHIP INQUIRY. (a) The Corporation may
by notice in writing (which may be included in the form of proxy or ballot
distributed to stockholders in connection with the annual meeting or any special
meeting of the stockholders of the Corporation, or otherwise) require a person
that is a holder of record of Stock or that the Corporation knows to have, or
has reasonable cause to believe has, Beneficial Ownership of Stock to certify in
such manner as the Corporation shall deem appropriate (including by way of
execution of any form of proxy or ballot of such person) that, to the knowledge
of such person:

            (i) all Stock as to which such person has record ownership or
         Beneficial Ownership is Owned and Controlled only by Citizens of the
         United States; or

            (ii) the number and class or series of Stock owned of record or
         Beneficially Owned by such person that is Owned or Controlled by
         Non-Citizens is as set forth in such certificate.

            (b)   With respect to any Stock identified in response to clause
(a)(ii) above, the Corporation may require such person to provide such further
information as the Corporation may reasonably require in order to implement the
provisions of this Article VII.

            (c)   For purposes of applying the provisions of this Article VII
with respect to any Stock, in the event of the failure of any person to provide
the certificate or other information to which the Corporation is entitled
pursuant to this Section 7.05, the Corporation shall presume that the Stock in
question is Owned or Controlled by Non-Citizens.

                                       16.
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

            SECTION 8.01 PLACE AND INSPECTION OF BOOKS. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in the State of Arizona or at such place or
places either within or without the State of Delaware as the Board of Directors
may from time to time determine.

            (b)   At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare 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
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.

            (c)   The Board of Directors shall determine from time to time
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

            SECTION 8.02 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. (a) The Corporation shall indemnify 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
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a Director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid or owed in settlement
actually and reasonably paid or incurred by him or her or rendered or levied
against him or her in connection with such action, suit or proceeding if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Corporation; and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, in itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any

                                       17.
<PAGE>

criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

            (b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a Director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses, including attorneys' fees, actually and reasonably paid or
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made in respect
to any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

            (c)   The Corporation shall, at the discretion of the Board of
Directors, indemnify all employees and agents of the Corporation (other than
Directors and officers) to the extent that Directors and officers shall be
indemnified pursuant to subsections (a) and (b).

            (d)   To the extent that a person who may be entitled to
indemnification by the Corporation under this section is or has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses, including attorney's
fees, actually and reasonably paid or incurred by him or her in connection
therewith.

            (e)   Any indemnification under subsections (a), (b), or (c) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, (ii) if such
a quorum is not obtainable, or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, (iii)
by the stockholders, or (iv) in any case in which applicable law makes court
approval a prerequisite to indemnification, by the court in which such action,
suit or proceeding was brought or another court of competent jurisdiction.

            (f)   Expenses, including attorneys' fees, incurred by an officer or
Director in defending a civil, criminal, administrative, or investigative
action, suit or

                                    18.
<PAGE>

proceeding 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 the Director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this section. Such expenses, including attorneys' fees,
incurred by other employees and agents shall be so paid upon terms and
conditions, if any, as the Board of Directors deems appropriate.

            (g)   The indemnification and advancement of expenses provided by,
orgranted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of the
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

            (h)   The provisions of this section shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the estate, executors, administrators, spouse, heirs, legatees or
devisees of a person entitled to indemnification hereunder and the term
"person," where used in the section shall include the estate, executors,
administrators, spouse, heirs, legatees or devisees of such person.

            (i)   For the purposes of this Section 8.02, (i) "employee benefit
plan" and "fiduciary" shall be deemed to include, but not be limited to, the
meanings set forth, respectively, in Section 3(3) and 21(A) of the Employee
Retirement Income Security Act of 1974, as amended, and references to the
judgments, fines and amounts paid or owed in settlement or rendered or levied
shall be deemed to encompass and include excise taxes required to be paid
pursuant to applicable law in respect of any transaction involving an employee
benefit plan, (ii) references to the Corporation shall be deemed to include any
predecessor corporation and any constituent corporation absorbed in a merger,
consolidation or other reorganization of or by the Corporation which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries so that any
person who was a director, officer, employee, agent or fiduciary of such
predecessor or constituent corporation, or served at the request of such
predecessor or constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Section 8.02 with respect to the Corporation as such person
would have with respect to such predecessor or constituent corporation if its
separate existence had continued, and (iii) all other terms shall be deemed to
have the meanings for such terms as set forth in Section 145 of the DGCL.

            SECTION 8.03 DIVIDENDS. (a) Dividends may be declared at the
discretion of the Board of  Directors at any meeting thereof.

            (b)   Dividends may be paid to stockholders in cash or, when the
Directors shall so determine, in stock. A Director shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of

                                       19.
<PAGE>

its officers as to the value and amount of the assets, liabilities or net
profits of the Corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be
declared.

            (c)   Before payment of any dividend or any distribution of profits,
there may be set aside out of the said surplus of the Corporation such sum or
sums as the Board of Directors from time to time, in its discretion thinks
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation and the Board of Directors may abolish any such
reserve in the manner in which it was created.

            SECTION 8.04 EXECUTION OF DEEDS, CONTRACTS, AND OTHER AGREEMENTS AND
INSTRUMENTS. Subject to the specific directions of the Board of Directors, all
deeds, mortgages and bonds entered into by the Corporation and all other written
contracts and agreements to which the Corporation shall be a party shall be
executed in its name by the Chairman of the Board, the President, or a Vice
President, or such other person or persons as may be authorized by any such
officer.

            SECTION 8.05 CHECKS. All checks, drafts, acceptances, notes and
other orders, demands or instruments in respect to the payment of money may be
signed or endorsed on behalf of the Corporation by such officer or officers or
by such agent or agents as the Board of Directors may from time to time
designate.

            SECTION 8.06 VOTING SHARES IN OTHER CORPORATIONS. The Chairman of
the Board of the Corporation (or any other Director designated by a majority of
the Board of Directors) may vote any and all shares held by the Corporation in
any other corporation.

            SECTION 8.07 FISCAL YEAR. The fiscal year of the Corporation shall
correspond with the calendar year.

            SECTION 8.08 GENDER/NUMBER. As used in these Bylaws, the masculine,
feminine or neuter gender, and the singular or plural number, shall each include
the others whenever the context so indicates.

            SECTION 8.09 PARAGRAPH TITLES. The titles of the paragraphs have
been inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

            SECTION 8.10 AMENDMENT. These Bylaws may be altered, amended or
repealed by the affirmative vote of the holders of a majority of the voting
power of the stock issued and outstanding and entitled to vote at any meeting of
stockholders or by resolution adopted by the affirmative vote of not less than a
majority of the Directors in office at any annual or regular meeting of the
Board of Directors or at any special meeting of the Board of Directors if notice
of the proposed alteration, amendment or repeal be contained in the notice of
such special meeting.

                                       20.
<PAGE>

            SECTION 8.11 CERTIFICATE OF INCORPORATION. Notwithstanding anything
to the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

                                       21.