<PAGE>

                                                                     EXHIBIT 3.3

                           AMENDED AND RESTATED BYLAWS

                                       OF

                              PANAMSAT CORPORATION

                                    ARTICLE I

                                  STOCKHOLDERS

            SECTION 1.1. Annual Meetings. An annual meeting of stockholders
shall be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

            SECTION 1.2. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Board of Directors, or
by a committee of the Board of Directors that has been duly designated by the
Board of Directors and whose powers and authority, as provided in a resolution
of the Board of Directors, include the power to call such meetings, but such
special meetings may not be called by any other person or persons.

            SECTION 1.3. Notice of Meetings. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given that shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these Bylaws, the written notice of any meeting shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.

            SECTION 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the

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                                               As Amended Through April 23, 2002

adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at the meeting.

            SECTION 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these Bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. Where a separate vote by a series, class or
classes is required, a majority of the outstanding shares of stock of such class
or classes on any particular issue, present in person or represented by proxy,
shall be necessary and sufficient to constitute a quorum for purposes of such
issue. In the absence of a quorum, the stockholders so present may, by majority
vote, adjourn the meeting from time to time in the manner provided in Section
1.4 of these Bylaws until a quorum shall attend. Shares of its own stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of the Corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.

            SECTION 1.6. Organization. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in his absence by the
President, or in his absence by an Executive Vice President, or in the absence
of the foregoing persons by a chairman designated by the Board of Directors, or
in the absence of such designation by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting. The
chairman of the meeting shall announce at the meeting of stockholders the date
and time of the opening and the closing of the polls for each maker upon which
the stockholders will vote.

            SECTION 1.7. Voting; Proxies. Each stockholder entitled to vote at
any meeting of stockholders shall be entitled to one vote for each share of
stock held by such stockholder which has voting power upon the matter in
question. At all meetings of stockholders for the election of directors, a
plurality of the votes cast shall be sufficient to elect a director. All other
elections and questions shall, unless otherwise provided by law, the certificate
of incorporation, these Bylaws or the rules or regulations of any stock exchange
applicable to the Corporation, be decided by the affirmative vote of the holders
of shares of stock having a majority of the votes present in person or
represented by proxy and entitled to vote thereon. Each stockholder entitled to
vote at a meeting of stockholders may authorize another person or persons to act
for him by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy


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                                               As Amended Through April 23, 2002

provides for a longer period. A proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or by delivering a proxy
in accordance with applicable law bearing a later date to the Secretary of the
Corporation. Voting at meetings of stockholders need not be by written ballot.

            SECTION 1.8. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors and which record date: (i) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty nor less than ten (10) days before the date of such meeting; and (ii) in
the case of any other action, shall not be more than sixty (60) days prior to
such other action. If no record date is fixed: (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 day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; 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. 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 adjured meeting.

            SECTION 1.9. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and


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                                               As Amended Through April 23, 2002

kept at the time and place of the meeting during the whole time thereof and may
be inspected by any stockholder who is present.

            SECTION 1.10. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 1.9 of this ARTICLE I, or to vote
in person or by proxy at any meeting of stockholders.

            SECTION 1.11. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine: (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent otherwise determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.

            SECTION 1.12. Advance Notice of Stockholder Nominations and
Business.

            (A) ANNUAL MEETINGS OF STOCKHOLDERS.

                  (1) Nominations of persons for election to the Board of
      Directors and the proposal of business to be considered by the
      stockholders may be made at an annual meeting of stockholders (a) pursuant
      to the Corporation's notice of meeting, (b) by or at the direction of the
      Board of Directors or (c) by any stockholder of the Corporation who was a
      stockholder of record at the time of giving of notice provided for in this
      Bylaw, who is entitled to vote at the meeting and complies with the notice
      procedures set forth in this Bylaw.


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                                               As Amended Through April 23, 2002

                  (2) For nominations or other business to be properly brought
      before an annual meeting by a stockholder pursuant to clause (c) of
      paragraph (A)(l) of this Bylaw, the stockholder must have given timely
      notice thereof in writing to the Secretary of the Corporation and such
      other business must otherwise be a proper matter for stockholder action.
      To be timely, a stockholder's notice shall be delivered to the Secretary
      at the principal executive offices of the Corporation not later than the
      close of business on the 60th day nor earlier than the close of business
      on the 90th day prior to the first anniversary of the preceding year's
      annual meeting; provided, however, that in the event that the date of the
      annual meeting is more than thirty (30) days before or more than sixty
      (60) days after such anniversary date, notice by the stockholder to be
      timely must be so delivered not earlier than the close of business on the
      90th day prior to such annual meeting and not later than the close of
      business on the later of the 60th day prior to such annual meeting or the
      10th day following the day on which public announcement of the date of
      such meeting is first made by the Corporation. In no event shall the
      public announcement of an adjournment of an annual meeting commence a new
      time period for the giving of a stockholder's notice as described above.
      Such stockholder's notice shall set forth (a) as to each person whom the
      stockholder proposes to nominate for election or re-election as a director
      all information relating to such person that is required to be disclosed
      in solicitations of proxies for election of directors in an election
      contest, or is otherwise required, in each case pursuant to Regulation 14A
      under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
      and Rule 14a-11 thereunder (including such person's written consent to
      being named in the proxy statement as a nominee and to serving as a
      director if elected); (b) as to any other business that the stockholder
      proposes to bring before the meeting, a brief description of the business
      desired to be brought before the meeting, the reasons for conducting such
      business at the meeting and any material interest in such business of such
      stockholder and the beneficial owner, if any, on whose behalf the proposal
      is made; and (c) as to the stockholder giving the notice and the
      beneficial owner, if any, on whose behalf the nomination or proposal is
      made (i) the name and address of such stockholder, as they appear on the
      Corporation's books, and of such beneficial owner, (ii) the class and
      number of shares of the Corporation which are owned beneficially and of
      record by such stockholder and such beneficial owner, and (iii) whether
      the proponent intends or is part of a group which intends to solicit
      proxies from other stockholders in support of such proposal or nomination.

                  (3) Notwithstanding anything in the second sentence of
      paragraph (A)(2) of this Bylaw to the contrary, in the event that the
      number of directors to be elected to the Board of Directors of the
      Corporation is increased


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                                               As Amended Through April 23, 2002

      and there is no public announcement by the Corporation naming all of the
      nominees for director or specifying the size of the increased Board of
      Directors at least seventy (70) days prior to the first anniversary of the
      preceding year's annual meeting, a stockholder's notice required by this
      Bylaw shall also be considered timely, but only with respect to nominees
      for any new positions created by such increase, if it shall be delivered
      to the Secretary at the principal executive offices of the Corporation not
      later than the close of business on the 10th day following the day on
      which such public announcement is first made by the Corporation.

            (B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw. In the event the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting, or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement or an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

            (C) General.

                  (1) Only such persons who are nominated in accordance with the
      procedures set forth in this Bylaw shall be eligible to serve as directors
      and only such business shall be conducted at a meeting of stockholders as
      shall have been brought before the meeting in accordance with the
      procedures set forth in this Bylaw. Except as otherwise provided by law,
      the certificate of incorporation or these Bylaws, the chairman of the
      meeting shall have the power and duty to determine whether a nomination or
      any business proposed to be brought before the meeting was made or
      proposed, as the case may be, in accordance with the


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                                               As Amended Through April 23, 2002

      procedures set forth in this Bylaw and, if any proposed nomination or
      business is not in compliance with this Bylaw, to declare that such
      defective proposal or nomination shall be disregarded.

                  (2) For purposes of this Bylaw, "public announcement" shall
      mean disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable national news service or in a document
      publicly filed by the Corporation with the Securities and Exchange
      Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Bylaw, a
      stockholder shall also comply with all applicable requirements of the
      Exchange Act and the rules and regulations thereunder with respect to the
      matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to
      affect any rights (i) of stockholders to request inclusion of proposals in
      the Corporation's proxy statement pursuant to Rule 14a-8 under the
      Exchange Act or (ii) of the holders of any series of Preferred Stock to
      elect directors under specified circumstances.

            SECTION 1.13. Stockholder Action. Any action required or permitted
to be taken by any stockholders of the Corporation must be effected at a duly
called annual or special meeting of such stockholders and may not be effected by
any consent in writing by such stockholders. Except as otherwise required by
law, special meetings of stockholders of the Corporation may be called only by
the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors.

            SECTION 1.14. Inspectors of Election. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors of
election, who may be employees of the Corporation, to act at the meeting or any
adjournment thereof and to make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. In the event that no inspector so appointed or designated is
able to act at a meeting of stockholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign an
oath to execute faithfully the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector or inspectors so
appointed or designated shall (i) ascertain the number of shares of capital
stock of the Corporation outstanding and the voting power of each such share,
(ii) determine the shares of capital stock of the Corporation represented at the
meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares of capital stock of the
Corporation


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                                               As Amended Through April 23, 2002

represented at the meeting and such inspectors' count of all votes and ballots.
Such certification and report shall specify such other information as may be
required by law. In determining the validity and counting of proxies and ballots
cast at any meeting of stockholders of the Corporation, the inspectors may
consider such information as is permitted by applicable law. No person who is a
candidate for an office at an election may serve as an inspector at such
election.

                                   ARTICLE II

                               BOARD OF DIRECTORS

            SECTION 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

            SECTION 2.2. Election; Resignation; Removal; Vacancies. At the first
annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors each of whom shall hold office for a term of
one year or until his successor is elected and qualified. The number of
directors constituting the initial Board of Directors shall be ten. Subject to
the rights of holders of any series of Preferred Stock to elect directors under
specified circumstances, the number of directors may be modified from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies. Any director may resign at any time upon written notice
to the Corporation. Any newly created directorship or any vacancy occurring in
the Board of Directors for any cause may be filled by a majority of the
remaining members of the Board of Directors, although such majority is less than
a quorum, or by a plurality of the votes cast at a meeting of stockholders, and
each director so elected shall hold office until the expiration of the term of
office of the director whom he has replaced or until his successor is elected
and qualified.

            SECTION 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined notices thereof need not be given.

            SECTION 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be


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                                               As Amended Through April 23, 2002

given by the person or persons calling the meeting at least twenty-four hours
before the special meeting.

            SECTION 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Bylaw shall constitute presence in person at such meeting.

            SECTION 2.6. Quorum; Vote Required for Action. At all meetings of
the Board of Directors a majority of the whole Board of Directors shall
constitute a quorum for the transaction of business. The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

            SECTION 2.7. Organization. Meetings of the Board of Directors shall
be presided over by the Chairman of the Board, if any, or in his absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.

            SECTION 2.8. Informal Action by Directors. Unless otherwise
restricted by the certificate of incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board of Directors or 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.

                                   ARTICLE III

                                   COMMITTEES

            SECTION 3.1. Committees. The Board of Directors shall appoint the
committees provided for in these Bylaws in Sections 3.2 and 3.3 and may, by
resolution passed by the Board of Directors, designate one or more additional
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they


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                                               As Amended Through April 23, 2002

constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it.

            Section 3.2 Compensation and Nominating Committee.

            (a) At each annual meeting of the Board of Directors, the Board of
Directors shall, by a resolution adopted by the Board of Directors, designate
and appoint from its members a Compensation and Nominating Committee consisting
of three or more directors, each of whom shall be a "disinterested" person.

            (b) The Compensation Committee and Nominating Committee shall have
the powers and responsibilities designated by the Board of Directors from time
to time.

            (c) Action taken by the Compensation and Cominating Committee or at
a meeting duly called shall require the affirmative vote of at least a majority
of its members.

            SECTION 3.3. Audit Committee.

            (a) At each annual meeting of the Board of Directors, the Board of
Directors shall, by a resolution adopted by the Board of Directors, designate
and appoint from its members an Audit Committee and the Board shall designate
the Chairman of the Committee. The Audit Committee shall be comprised of a
minimum of three directors, each of whom is financially literate or becomes
financially literate within a reasonable period of time after his or her
appointment to the Audit Committee, and at least one member of the Audit
Committee must have accounting or related financial management expertise. The
Audit Committee shall be comprised solely of independent directors, except as
otherwise permitted below. Directors shall be considered independent if they
have no relationship to the corporation that may interfere with the exercise of
their independence from management of the corporation as same may be determined
in accordance with the rules of the Nasdaq or such securities exchange on which
the corporation's common stock is listed. Notwithstanding the foregoing, one
director who is not independent and who is not an employee or an immediate
family member of an employee may be appointed to the Audit Committee if the
Board, under exceptional and limited circumstances, determines that membership
on the Committee by the individual is


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                                               As Amended Through April 23, 2002

required by the best interests of the corporation and its stockholders, and the
Board discloses, in the next annual report to stockholders subsequent to such
determination, the nature of the relationship and the reasons for that
determination..

            (b) The Audit Committee shall have the powers and responsibilities
as designated by the Board of Directors from time to time, and those
responsibilities shall be set forth in a Statement Of The Duties,
Responsibilities And Activities Of The Committee which statement shall represent
the charter of the Committee.

            SECTION 3.4. Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board of Directors may
make, alter and repeal rules for the conduct of its business. In the absence of
such rules each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to ARTICLE 11 of these Bylaws.

                                   ARTICLE IV

                                    OFFICERS

            SECTION 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board from among its members. The Board of Directors may also choose a Chief
Operating Officer, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries,
a Treasurer and one or more Assistant Treasurers. Each such officer shall hold
office until the first meeting of the Board of Directors after the annual
meeting of stockholders next succeeding his election, and until his successor is
elected and qualified or until his earlier resignation or removal. Any officer
may resign at any time upon written notice to the Corporation. The Board of
Directors may remove any officer with or without cause at any time, but such
removal shall be without prejudice to the contractual rights of such officer, if
any, with the Corporation. Any number of offices may be held by the same person.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.

            SECTION 4.2. Powers and Duties of Executive Officers. The officers
of the Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed in a resolution by the Board of Directors and,
to the extent not so


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                                               As Amended Through April 23, 2002

provided, as generally pertain to their respective offices, subject to the
control of the Board of Directors.

            SECTION 4.3. Chairman of the Board. The Chairman of the Board shall
be a member of the Board of Directors. He shall preside at each meeting of the
Board of Directors or the stockholders. Unless the Chairman also holds another
office described in these Bylaws, he shall be a non-executive officer of the
Corporation.

            SECTION 4.4. The President. The President shall be the chief
executive officer of the Corporation. He shall, in the absence of the Chairman
of the Board, preside at each meeting of the Board of Directors or the
stockholders. The President shall be responsible for the general supervision and
control of the business and affairs of the Corporation, subject to the direction
of the Board of Directors. The President may sign or countersign certificates,
contracts, agreements and other documents and instruments in the name and on
behalf of the Corporation, unless and except to the extent that any document or
instrument is required by law or by the Board of Directors to be signed or
countersigned by another officer of the Corporation. The President may appoint
one or more Vice Presidents, or additional officers that are not executive
officers described in these Bylaws (unless such additional officer appointments
are approved by the Board of Directors), and such Vice Presidents and additional
officers shall serve the Corporation at the discretion of the President. The
President shall perform all duties incident to the office of the President, and
such other duties as may from time to time be assigned to him by the Board of
Directors.

            SECTION 4.5. Chief Operating Officer. The Chief Operating Officer
shall report to the President and shall be responsible for day-to-day management
of the sales, operations and strategic activities of the Corporation and such
other duties as may from time to time be assigned to him by the President or the
Board of Directors. At the request of the President, or in his absence or in the
event of his inability or refusal to act, the Chief Operating Officer shall
perform the duties of the President, and when so acting, shall have the powers
of and be subject to the restrictions placed upon the President in respect of
the performance of such duties.

            SECTION 4.6. Executive Vice President. Each Executive Vice President
shall perform all such duties as from time to time may be assigned to him by the
Board of Directors or the President. At the request of the President or the
Chief Operating Officer or in his absence or in the event of his inability or
refusal to act, the Executive Vice President, or if there shall be more than
one, the Executive Vice Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Executive Vice
Presidents in the order of their appointment), shall perform the duties of the
Chief Operating Officer, and when so acting, shall have the powers of and be
subject


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                                               As Amended Through April 23, 2002

to the restrictions placed upon the Chief Operating Officer in respect of the
performance of such duties.

            SECTION 4.7. Senior Vice President. Each Senior Vice President shall
perform all such duties as from time to time may be assigned to him by the Board
of Directors or the President. There shall be no duties that are incident to the
office of the Senior Vice President, other than those which are specifically
assigned by the Board of Directors or the President. A Senior Vice President may
not sign or countersign certificates, contracts, agreements and other documents
and instruments in the name and on behalf of the Corporation, unless and except
to the extent that the Board of Directors or President assigns such
responsibility to such officer.

            SECTION 4.8. Chief Financial Officer. The Chief Financial Officer
shall be responsible for the financial affairs of the Corporation and shall be
the chief accounting officer for public securities purposes. If the Chief
Financial Officer is not also the Treasurer of the Corporation, he shall be
responsible for the supervision of the Treasurer. He shall perform all duties
incident to the office of Chief Financial Officer, and such other duties as may
from time to time be assigned to him by the Board of Directors.

            SECTION 4.9. Vice President. Each Vice President shall perform all
such duties as from time to time may be assigned to him by the Board of
Directors or the President. There shall be not duties that are incident to the
office of the Vice President, other than those which are specifically assigned
by the Board of Directors or the President. A Vice President may not sign or
countersign certificates, contracts, agreements and other documents and
instruments in the name and on behalf of the Corporation, unless and except to
the extent that the Board of Directors or President assigns such responsibility
to such officer.

            SECTION 4.10. Treasurer. The Treasurer shall:

            (a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;

            (b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;

            (c) deposit all moneys and other valuables to the credit of the
Corporation in such depositaries as may be designated by the Board of Directors
or pursuant to its direction;


                                       13
<PAGE>

            (d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;

            (e) disburse the funds of the Corporation and supervise the
investments of its funds;

            (f) render to the Board of Directors, whenever the Board of
Directors may require, an account of the financial condition of the Corporation;
and

            (g) in general, perform all duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board of Directors.

            In the event that any officer of the Corporation other than the
Treasurer shall be designated as the Corporation's chief financial officer, the
Treasurer shall share the foregoing powers and duties with such chief financial
officer, and all references in these Bylaws to the Treasurer shall be deemed to
include such chief financial officer of the Corporation.

            SECTION 4.11. Secretary. The Secretary shall:

            (a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Directors, the committees
of the Board of Directors and the stockholders;

            (b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;

            (c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all certificates for shares of the Corporation and
affix and attest the seal to all other documents to be executed on behalf of the
Corporation under its seal;

            (d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept and
filed; and

            (e) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors.

            SECTION 4.12. Assistant Secretaries. During the absence or
disability of the Secretary, the Assistant Secretary shall have and may exercise
all of the powers and shall discharge all of the duties of the Secretary. Each
Assistant Secretary shall also


                                       14
<PAGE>

perform all such other duties as are incident to his office or are properly
requested by the President, the Secretary or the Board of Directors.

            SECTION 4.13. Assistant Treasurers. During the absence or disability
of the Treasurer, the Assistant Treasurer shall have and may exercise all of the
powers and shall discharge all of the duties of the Treasurer. Each Assistant
Treasurer shall also perform all such other duties as are incident to his office
or are properly requested by the President, the Treasurer or the Board of
Directors.

            SECTION 4.14. Additional Officers. The Board of Directors may
appoint such other officers and agents as it may deem appropriate, and such
other officers and agents shall hold their offices for such terms and shall
exercise such powers and perform such duties as may be determined from time to
time by the Board of Directors. The Board of Directors may from time to time
delegate to any officer or agent the power to appoint subordinate officers or
agents and to prescribe their respective rights, terms of office, authorities
and duties. Any such officer or agent may remove any such subordinate officer or
agent appointed by him, for or without cause.

                                    ARTICLE V

                                      STOCK

            SECTION 5.1. Certificates. Every holder of stock shall be entitled
to have a certificate signed by or in the name of the Corporation by the
Chairman or the President or an Executive Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
Any of or all 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 he were such officer, transfer
agent or registrar at the date of issue.

            SECTION 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance
of New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any


                                       15
<PAGE>

                                               As Amended Through April 23, 2002

claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

                                   ARTICLE VI

                                  MISCELLANEOUS

            SECTION 6.1. Fiscal Year. The fiscal year of the Corporation shall
be determined by resolution of the Board of Directors.

            SECTION 6.2. Seal. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

            SECTION 6.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice.

            SECTION 6.4. Manner of Notice. Except as otherwise provided herein,
notices to directors and stockholders shall be in writing and delivered
personally or mailed to the directors or stockholders at their addresses
appearing on the books of the Corporation. Notice to directors may be given by
telegram, telecopier, telephone or other means of electronic transmission.

            SECTION 6.5. Interested Directors; Quorum. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if: (i) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the


                                       16
<PAGE>

                                               As Amended Through April 23, 2002

contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

            SECTION 6.6. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time.

            SECTION 6.7. Amendment of Bylaws. These Bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any Bylaws whether adopted
by them or otherwise.


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