<PAGE>
                                                                     EXHIBIT 3.2

                                     BYLAWS

                                       OF

                           AMERICA WEST AIRLINES, INC.

AS AMENDED THROUGH  JANUARY 20, 2005


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
ARTICLE I    OFFICES.......................................................................   1

      Section  1.01 Offices................................................................   1

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

      Section 2.01  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  Adjourned Meetings.....................................................   2
      Section 3.07  Quorum and Adjournment.................................................   2
      Section 3.08  Majority Vote Required.................................................   3
      Section 3.09  Manner of Voting.......................................................   3
      Section 3.10  Proxies................................................................   3
      Section 3.11  Presiding Officer and Secretary........................................   3

ARTICLE IV   DIRECTORS.....................................................................   3

      Section 4.01  Powers.................................................................   3
      Section 4.02  Number and Classification..............................................   4
      Section 4.03  Nominations............................................................   4
      Section 4.04  Resignations...........................................................   4
      Section 4.05  Removal................................................................   4
      Section 4.06  Vacancies..............................................................   4
      Section 4.07  Presiding Officer and Secretary........................................   5
      Section 4.08  Annual Meetings........................................................   5
      Section 4.09  Regular Meetings.......................................................   5
      Section 4.10  Special Meetings.......................................................   5
      Section 4.11  Quorum and Powers of a Majority........................................   5
      Section 4.12  Waiver of Notice.......................................................   5
      Section 4.13  Manner of Acting.......................................................   6
</TABLE>

                                       i.
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
      Section 4.14  Compensation...........................................................   6

      Section 4.15  Committees.............................................................   6

      Section 4.16  Committee Procedure....................................................   6

      Section 4.17  Executive Committee....................................................   7

      Section 4.18  Joint Meetings.........................................................   7

ARTICLE V    OFFICERS......................................................................   8

      Section 5.01  Number.................................................................   8

      Section 5.02  Election of Officers, Qualification and Term...........................   8

      Section 5.03  Removal................................................................   9

      Section 5.04  Resignations...........................................................   9

      Section 5.05  Vacancies..............................................................   9

      Section 5.06  Salaries...............................................................   9

      Section 5.07  The Chairman of the Board..............................................   9

      Section 5.08  The President..........................................................   9

      Section 5.09  The Vice Presidents....................................................  10

      Section 5.10  The Secretary and the Assistant Secretary..............................  10

      Section 5.11  The Treasurer and the Assistant Treasurer..............................  10

      Section 5.12  Treasurer's Bond.......................................................  11

      Section 5.13  Chief Executive Officer................................................  11

      Section 5.14  Chief Operating Officer................................................  11

ARTICLE VI   STOCK.........................................................................  11

      Section 6.01  Certificates...........................................................  11

      Section 6.02  Transfers..............................................................  11

      Section 6.03  Lost, Stolen or Destroyed Certificates.................................  12

      Section 6.04  Record Date............................................................  12

      Section 6.05  Registered Stockholders................................................  12

      Section 6.06  Additional Powers of the Board.........................................  12

ARTICLE VII  LIMITATIONS OF OWNERSHIP BY NON-CITIZENS......................................  13

      Section 7.01  Definitions............................................................  13

      Section 7.02  Policy.................................................................  14
</TABLE>

                                       ii.
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                           PAGE
<S>                                                                                        <C>
      Section 7.03  Foreign Stock Record.................................................   14

      Section 7.04  Suspension of Voting Rights..........................................   14

      Section 7.05  Beneficial Ownership Inquiry.........................................   14

ARTICLE VIII MISCELLANEOUS...............................................................   15

      Section 8.01  Place and Inspection of Books........................................   15

      Section 8.02  Indemnification of Directors, Officers, Employees and Agents.........   15

      Section 8.03  Dividends............................................................   17

      Section 8.04  Execution of Deeds, Contracts and Other Agreements and Instruments...   18

      Section 8.05  Checks...............................................................   18

      Section 8.06  Voting Shares in Other Corporations..................................   18

      Section 8.07  Fiscal Year..........................................................   18

      Section 8.08  Gender/Number........................................................   18

      Section 8.09  Paragraph Titles.....................................................   18

      Section 8.10  Amendment............................................................   18

      Section 8.11  Restated Certificate of Incorporation................................   18
</TABLE>

                                      iii.
<PAGE>

                                     BYLAWS
                                       OF
                           AMERICA WEST AIRLINES, INC.

                                   ARTICLE I

                                     OFFICES

      SECTION 1.01 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

      SECTION 2.01 SEAL.

            (a) The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware."

            (b) 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) Pursuant to Section 211(b) of the Delaware General Corporation
Law, stockholders may, unless the certificate of incorporation provides
otherwise, act by written consent to elect directors in lieu of an annual
meeting. The annual meeting 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.

                                       1.
<PAGE>

            (b) At each annual meeting the stockholders shall, by plurality of
the votes cast, elect Directors.

      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 or the holders of a
majority of the voting power of the stockholders. Such request shall state the
purpose or purposes of the proposed meeting.

      SECTION 3.04 ACTION BY CONSENT IN LIEU OF A MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required by statute to
be taken at any annual or special meeting of the stockholders, or any action
which may be taken at any annual or special meeting of the stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
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.

      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.

            (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 (10) nor more than sixty (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 ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, unless otherwise provided by these Restated 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 thirty
(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 3.07 QUORUM AND ADJOURNMENT. Except as otherwise provided by law,
by the Restated Certificate of Incorporation of the Corporation or by these
Restated Bylaws, the presence, in person or by proxy, of the holders of a
majority of the aggregate voting power of the

                                       2.
<PAGE>

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.

      SECTION 3.08 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 Restated Certificate
of Incorporation or these Restated Bylaws a different vote is required, in which
case such express provision shall govern and control.

      SECTION 3.09 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. Each stockholder
shall be entitled to vote each share of stock having voting power registered in
his name on the books of the Corporation on the record date fixed, as provided
in Section 6.04 of these Restated Bylaws, for the determination of stockholders
entitled to vote at such meeting. All elections of directors shall be by written
ballot. The Secretary shall maintain and, if necessary, prepare at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting.

      SECTION 3.10 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 3.11 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.

                                   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 Restated
Certificate of Incorporation of this Corporation or by these Restated Bylaws
conferred upon or reserved to the stockholders of any class or classes.

                                       3.
<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 Restated
Certificate of Incorporation, the number of Directors shall be divided into
three (3) 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 so
classified 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 Restated 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 Federal
Aviation Act of 1958, as amended.

      SECTION 4.03 NOMINATIONS. No person shall be elected to the Board of
Directors of this Corporation at an annual meeting or special meeting or by
written consent, unless a written nomination of such person is made by or at the
direction of the Board of Directors or the holders of a majority of the voting
power of the stockholders.

      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. 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.

      SECTION 4.06 VACANCIES.

            (a) 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

                                       4.
<PAGE>

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. 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 (3) 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 (3) 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. 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 Restated Certificate of Incorporation
or these Restated 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,

                                       5.
<PAGE>

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 Restated Bylaws shall be construed to
preclude any Director from sending the Corporation in any other capacity and
from receiving compensation from the Corporation for services 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 the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation; 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 Restated 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 Restated Bylaws or any such rules or

                                       6.
<PAGE>

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 these
Restated Bylaws with respect to notices of special meetings of the Board of
Directors.

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

            (c) Any member of any committee, other than a member thereof serving
ex-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 Restated
Bylaws for the original appointment of the members of such committee.

      SECTION 4.17 EXECUTIVE COMMITTEE. The Board of Directors may establish an
Executive Committee.

      If established, 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 Restated 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;

            (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 (1) 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.

      SECTION 4.18 JOINT MEETINGS. Notwithstanding any provision of these Bylaws
to the contrary, so long as all of the outstanding voting capital stock of the
Corporation is owned,

                                       7.
<PAGE>

directly or indirectly, by Parent (as defined below), and so long as each member
of the Board of Directors of the Corporation is also a member of the Board of
Directors of Parent, (i) each meeting of the Board of Directors of Parent (a
"Parent Board Meeting") shall constitute a Joint Meeting (as defined below)
unless otherwise specified in the notice given with respect to such Parent Board
Meeting in accordance with the bylaws of Parent and (ii) no notice of any Joint
Meeting shall be required to be given to any person in his or her capacity as a
director of the corporation. As used in this Section 4.18, (a) "Parent" means
America West Holdings Corporation, a Delaware corporation, and any entity into
which America West Holdings Corporation or any successor may be merged or
converted or with which it may be considered or any entity resulting from any
merger, conversion or consolidation to which America West Holdings Corporation
or any successor shall be a party and (B) a "Joint Meeting" means a joint
meeting of the respective Boards of Directors of Parent and the Corporation.

                                   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 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 (1)
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

                                       8.
<PAGE>

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 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 Board's temporary
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 stockholders and of the Board of Directors.

            (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 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.

                                       9.
<PAGE>

      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 Restated 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.

            (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,

                                       10.
<PAGE>

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.

                                   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 such succession,
assignment, or transfer is not prohibited by the Restated Certificate of
Incorporation, the Bylaws, applicable law, or contract. Thereupon, the
Corporation shall issue a net certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

                                      11.
<PAGE>

      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 sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (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 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 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 and such transfer agent and/or any such registrar of transfers.

                                      12.
<PAGE>

            (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.

                                  ARTICLE VII

                    LIMITATIONS OF OWNERSHIP BY NON-CITIZENS

      SECTION 7.01 DEFINITIONS.

            (a)   "Act" shall mean the Federal Aviation Act of 1958, as amended
(Title 49 United States Code) or as the same may be from time to time amended.

            (b)   "Beneficial Ownership," "Beneficially Owned" or "Owned
Beneficially" refers to beneficial ownership as defined in Rule 13d-3 (without
regard to the 60-day provision in paragraph (d)(l)(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 101 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 twenty five percent (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 7.

                                      13.
<PAGE>

      SECTION 7.02 POLICY. It is the policy of the Corporation that, consistent
with the requirements of Section 101 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 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 final
sentence 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.

                                      14.
<PAGE>

            (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 7.

            (c)   For purposes of applying the provisions of this Article 7 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
in owned or controlled by Non-Citizens.

                                  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)   The Board of Directors shall determine from time to time
whether and 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 Restated 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
company 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 lie 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 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

                                      15.
<PAGE>

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 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,
or granted 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

                                      16.
<PAGE>

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," there 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 Sections 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 a 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 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.

                                      17.
<PAGE>

      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 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 Restated 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 Restated 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.

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

                                       18.