<PAGE>

                                   EXHIBIT 3.7

                                     BYLAWS

                                       OF

                              UNITEDGLOBALCOM, INC.
                   (f/k/a UNITED INTERNATIONAL HOLDINGS, INC.


                  Amended and Restated as of December 17, 1999

<PAGE>

                                 INDEX TO BYLAWS
                                       OF
                              UNITEDGLOBALCOM, INC.

<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
ARTICLE I  Offices                                                                1
     Section 1.01   Business Offices                                              1
     Section 1.02   Registered Office                                             1

ARTICLE II  Stockholders                                                          1
     Section 2.01   Annual Meeting                                                1
     Section 2.02   Special Meetings                                              1
     Section 2.03   Place of Meeting                                              1
     Section 2.04   Notice of Meetings                                            1
     Section 2.05   Fixing Date for Determination of Stockholdersof Record        2
     Section 2.06   Voting List                                                   2
     Section 2.07   Proxies                                                       3
     Section 2.08   Quorum and Manner of Acting                                   3
     Section 2.09   Voting of Shares                                              3
     Section 2.10   Voting of Shares by Certain Holders                           3
            (a)     Fiduciaries; Pledgors                                         3
            (b)     Joint Owners                                                  3
     Section 2.11   Stockholder Proposals at Annual Meetings                      4
     Section 2.12   Nominations of Persons for Election to the
                    Board of Directors                                            4

ARTICLE III  Board of Directors                                                   5
     Section 3.01   General Powers                                                5
     Section 3.02   Number, Tenure and Qualifications                             5
     Section 3.03   Resignation                                                   6
     Section 3.04   Vacancies                                                     6
     Section 3.05   Regular Meetings                                              6
     Section 3.06   Special Meetings                                              6
     Section 3.07   Meetings by Telephone                                         6
     Section 3.08   Notice of Meetings                                            6
     Section 3.09   Quorum and Manner of Acting                                   7
     Section 3.10   Action Without a Meeting                                      7
     Section 3.11   Executive and Other Committees                                7
     Section 3.12   Compensation                                                  8
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                             <C>
ARTICLE IV  Officers                                                              8
     Section 4.01   Number and Qualifications                                     8
     Section 4.02   Election and Term of Office                                   8
     Section 4.03   Compensation                                                  8
     Section 4.04   Resignation                                                   8
     Section 4.05   Removal                                                       9
     Section 4.06   Vacancies                                                     9
     Section 4.07   Authority and Duties                                          9
            (a)     Chairman of the Board                                         9
            (b)     Chief Executive Officer                                       9
            (c)     President                                                     9
            (d)     Chief Operating Officer                                       9
            (e)     Chief Financial Officer                                      10
            (f)     Vice-President                                               10
            (g)     Secretary                                                    10
     Section 4.08   Surety Bonds                                                 10

ARTICLE V  Stock                                                                 11
     Section 5.01   Issuance of Shares                                           11
     Section 5.02   Stock Certificates; Uncertificated Shares                    11
     Section 5.03   Payment for Shares                                           11
     Section 5.04   Lost Certificates                                            12
     Section 5.05   Transfer of Shares                                           12
     Section 5.06   Registered Holders                                           12
     Section 5.07   Transfer Agents, Registrars and Paying Agents                12

ARTICLE VI  Indemnification                                                      12
     Section 6.01   Definitions                                                  12
            (a)     Code                                                         12
            (b)     Corporation                                                  13
            (c)     Expenses                                                     13
            (d)     Liability                                                    13
            (e)     Party                                                        13
            (f)     Proceeding                                                   13
     Section 6.02   Right to Indemnification                                     13
     Section 6.03   Advancement of Expenses                                      13
     Section 6.04   Burden of Proof                                              13
     Section 6.05   Notification and Defense of Claim                            14
     Section 6.06   Enforcement                                                  14
     Section 6.07   Proceedings by a Party                                       15
     Section 6.08   Subrogation                                                  15
     Section 6.09   Other Payments                                               15
     Section 6.10   Insurance                                                    15
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                             <C>
     Section 6.11   Other Rights and Remedies                                    15
     Section 6.12   Applicability; Effect                                        16
     Section 6.13   Severability                                                 16

ARTICLE VII  Miscellaneous                                                       16
     Section 7.01   Waivers of Notice                                            16
     Section 7.02   Presumption of Assent                                        16
     Section 7.03   Voting of Securities by the Corporation                      17
     Section 7.04   Seal                                                         17
     Section 7.05   Fiscal Year                                                  17
     Section 7.06   Amendments                                                   17

</TABLE>

                                      iii
<PAGE>

                                     BYLAWS

                                       OF

                              UNITEDGLOBALCOM, INC.



                                    ARTICLE I

                                    Offices

     Section 1.01 BUSINESS OFFICES. The corporation may have such offices,
either within or outside Delaware, as the board of directors may from time to
time determine or as the business of the corporation may require.

     Section 1.02 REGISTERED OFFICE. The registered office of the corporation
required by the Delaware General Corporation Law to be maintained in Delaware
shall be as set forth in the certificate of incorporation, unless changed as
provided by law.


                                   ARTICLE II

                                  Stockholders

     Section 2.01 ANNUAL MEETING. An annual meeting of the stockholders shall
be held on the second Thursday in the month of June each year, or on such other
date as may be determined by the board of directors, beginning with the year
2000, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.

     Section 2.02 SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
only by the Chairman of the Board or the board of directors pursuant to a
resolution approved by the affirmative vote of a majority of directors then in
office, and shall be called by the Chairman of the Board at the request of the
holders of not less than twenty-five percent of the combined voting power of the
outstanding shares of the corporation entitled to vote generally in the election
of directors. Such request shall state the purpose or purposes of the proposed
meeting.

     Section 2.03 PLACE OF MEETING. Each meeting of the stockholders shall be
held at such place, either within or outside Delaware, as may be designated in
the notice of meeting, or, if no place is designated in the notice, at the
principal office of the corporation.

     Section 2.04 NOTICE OF MEETINGS. Except as otherwise required by law,
written notice of each meeting of the stockholders stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given,

                                       1
<PAGE>

either personally (including delivery by private courier) or by first class,
certified or registered mail, to each stockholder of record entitled to notice
of such meeting, not less than ten nor more than 60 days before the date of the
meeting. Such notice shall be deemed to be given, if personally delivered, when
delivered to the stockholder, and, if mailed, 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, but if notice of two consecutive
annual meetings and all notices of meetings of or the taking of action by
written consent without a meeting to any stockholder during the period between
such two consecutive annual meetings, or all, and at least two, payments (if
sent by first class mail) of dividends or interest on securities during a
12-month period, have been mailed addressed to such person at his address as
shown on the records of the corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required until another
address for such person is delivered to the corporation. When a meeting is
adjourned to another time or place, 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 corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the 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 in
accordance with the foregoing provisions of this Section 2.04.

     Section 2.05 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. For
the purpose of determining 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 any other lawful action, the board of directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall be not more than 60 nor less than ten days before the date of
such meeting, and not more than 60 days prior to any other action. If no record
date is fixed then the record date shall be, for determining stockholders
entitled to notice of or to vote at a meeting of stockholders, the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, the close of business on the day next preceding the day on
which the meeting is held, or, for determining stockholders for any other
purpose, 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 adjourned meeting.

     Section 2.06 VOTING LIST. The officer who has charge of the stock books of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to

                                       2
<PAGE>

be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     Section 2.07 PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting 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 provides for a longer period.

     Section 2.08 QUORUM AND MANNER OF ACTING. At all meetings of stockholders,
the holders of a majority of the combined voting power of the outstanding shares
of common stock of the corporation entitled to vote at the meeting, represented
in person or by proxy, shall constitute a quorum. If a quorum is present, the
affirmative vote of shares representing a majority of voting power of shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the stockholders, unless the vote of a greater proportion or number
or voting by classes is otherwise required by law, the certificate of
incorporation or these bylaws. In the absence of a quorum, the stockholders of
the Corporation present in person or by proxy and entitled to vote, by majority
vote, may adjourn the meeting from time to time in accordance with Section 2.04,
until a quorum shall be present.

     Section 2.09 VOTING OF SHARES. Subject to the provisions of Section 2.05,
each stockholder entitled to vote shall have the number of votes specified in
the certificate of incorporation for each outstanding share of capital stock
held of record by such stockholder on each matter submitted to a vote of the
stockholders. In the election of directors each record holder of stock entitled
to vote at such election shall have the right to vote the number of shares owned
by him multiplied by the number of votes per share specified in the certificate
of incorporation for as many persons as there are directors to be elected, and
for whose election he has the right to vote. Cumulative voting shall not be
allowed.

     Section 2.10 VOTING OF SHARES BY CERTAIN HOLDERS.

          (a)  FIDUCIARIES; PLEDGORS. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on
the books of the corporation he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his proxy may represent such
shares and vote thereon.

          (b)  JOINT OWNERS. If shares stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares,
unless the secretary of the corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing
them or creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effects: (i) if only one votes,
his act binds all; (ii) if more than one votes, the act of the majority so
voting binds all; (iii) if more than one votes, but the vote is evenly split
on any particular matter, each faction may vote the shares in question
proportionally, or any person voting the shares, or a beneficiary, if any,
may apply to any court having jurisdiction to appoint an

                                       3
<PAGE>

additional person to act with the persons so voting the shares, in which case
the shares shall then be voted as determined by a majority of such persons; and
(iv) if a tenancy is held in unequal interests, a majority or even split for the
purposes of subparagraph (iii) shall be a majority or even split in interest.

     Section 2.11 STOCKHOLDER PROPOSALS AT ANNUAL MEETINGS. At an annual
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual meeting, business must be specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors,
otherwise properly brought before the meeting by or at the direction of the
board of directors or otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the secretary of the
corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the corporation, not less
than 30 days nor more than 60 days prior to the meeting; provided, however, that
in the event that less than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's notice to
the secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting, (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of shares of the
corporation that are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this Section 2.11,
provided, however, that nothing in this Section 2.11 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting in accordance with said procedure.

     Section 2.12 NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS.
In addition to any other applicable requirements, only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the board of directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the board of directors, by any nominating committee or person appointed by the
board of directors or by any stockholder of the corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedures
set forth in this Section 2.12. Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than 30 days nor more than 60 days prior to
the meeting; provided, however, that in the event that less than 40 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such

                                       4
<PAGE>

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, (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
the corporation beneficially owned by the person, and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder, and (ii) the class
and number of shares of the corporation beneficially owned by the stockholder.
The corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
No person shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth herein. These provisions
shall not apply to nomination of any persons entitled to be separately elected
by holders of preferred stock.


                                   ARTICLE III

                               Board of Directors

     Section 3.01 GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the direction of its board of directors, except as
otherwise provided in the Delaware General Corporation Law or the certificate of
incorporation.

     Section 3.02 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be fixed from time to time by resolution of the board of
directors. The directors of the corporation who are not elected by the holders
of any one or more series of preferred stock of the corporation, voting
separately as a class, shall be divided into three classes, as nearly equal in
number as the then total number of such directors constituting the entire Board
permits, with the term of office of one class expiring each year. At the first
annual meeting of stockholders, directors of the first class shall be elected to
hold office for a term expiring at the next succeeding annual meeting, directors
of the second class shall be elected to hold office for a term expiring at the
second succeeding annual meeting and directors of the third class shall be
elected to hold office for a term expiring at the third succeeding annual
meeting. At each annual meeting of stockholders the successors to the class of
directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting. Except as otherwise
required by law, whenever the holders of any one or more series of preferred
stock shall have the right, voting separately as a class, to elect one or more
directors of the corporation, the terms of the director or directors elected by
such holders shall expire at the next succeeding annual meeting of stockholders.
Except as otherwise provided in Sections 2.01 and 3.05, directors of the class
to be elected shall be elected at each annual meeting of stockholders, by a
plurality of the votes present in person or represented by proxy at the meeting
and entitled to vote at the election of directors. Each director shall hold
office until his successor shall have been elected and qualified or until his
earlier death, resignation or removal. Directors need not be residents of
Delaware or stockholders of the corporation.

                                       5
<PAGE>

     Section 3.03 RESIGNATION. Any director may resign at any time by giving
written notice to the corporation. A director's resignation shall take effect at
the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 3.04 VACANCIES. Unless otherwise provided in the certificate of
incorporation, any vacancy or any newly created directorship resulting from any
increase in the authorized number of directors may be filled by a majority of
directors then in office, although less than a quorum, or by the affirmative
vote of two directors if there are only two directors remaining, or by a sole
remaining director, or by the stockholders if there are no directors remaining.
A director so chosen shall, without regard to the class in which the vacancy
occurred, hold office until the next succeeding annual meeting of the
stockholders and until his successor is duly elected and qualified, unless
sooner displaced. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this Section for the filling of other vacancies.

     Section 3.05 REGULAR MEETINGS. A regular meeting of the board of directors
shall be held immediately after and at the same place as the annual meeting of
stockholders, or as soon thereafter as conveniently may be, at the time and
place, either within or without Delaware, determined by the board, for the
purpose of electing officers and for the transaction of such other business as
may come before the meeting. Failure to hold such a meeting, however, shall not
invalidate any action taken by any officer then or thereafter in office. The
board of directors may provide by resolution the time and place, either within
or outside Delaware, for the holding of additional regular meetings without
other notice than such resolution.

     Section 3.06 SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the chief executive officer or any
director. The person authorized to call special meetings of the board of
directors may fix any convenient place, either within or outside Delaware, as
the place for holding any special meeting of the board of directors called by
him.

     Section 3.07 MEETINGS BY TELEPHONE. Unless otherwise restricted by the
certificate of incorporation, members of the board of directors may participate
in a meeting of such board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting in such manner
shall constitute presence in person at the meeting.

     Section 3.08 NOTICE OF MEETINGS. Notice of each meeting of the board of
directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class, certified or registered mail, or at least two days prior thereto by
personal delivery (including delivery by private courier) of written notice or
by telephone, telegram, telex, cablegram or other similar method, except that in
the case of a meeting to be held pursuant to Section 3.07 notice may be given by
telephone one day prior thereto. The

                                       6
<PAGE>

method of notice need not be the same to each director. Notice shall be deemed
to be given when deposited in the United States mail, with postage thereon
prepaid, addressed to the director at his business or residence address, when
delivered or communicated to the director or when the telegram, telex, cablegram
or other form of notice is personally delivered to the director or delivered to
the last address of the director furnished by him to the corporation for such
purpose. Neither the business to be transacted at nor the purpose of any meeting
of the board of directors need be specified in the notice or waiver of notice of
such meeting.

     Section 3.09 QUORUM AND MANNER OF ACTING. Except as otherwise may be
required by law, the certificate of incorporation or these bylaws, a majority of
the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any meeting
of the board of directors, and 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. If less than a quorum is present at a meeting, the directors present
may adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present. No director may
vote or act by proxy or power of attorney at any meeting of the board of
directors.

     Section 3.10 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the board of directors may be taken without a
meeting, without prior notice and without a vote, if all members of the board
consent thereto in writing and the writing or writings are filed with the
minutes of the proceedings of the board.

     Section 3.11 EXECUTIVE AND OTHER COMMITTEES. The board of directors, by
resolution adopted by a majority of the whole board, may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, 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; but no such committee shall have the power or authority in reference
to (a) amending the certificate of incorporation (except as permitted by the
Delaware General Corporation Law with respect to fixing the terms and conditions
of series of stock); (b) adopting an agreement of merger or consolidation; (c)
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets; (d) recommending to
the stockholders a dissolution of the corporation or a revocation of a
dissolution; (e) amending the bylaws of the corporation; and (f) unless the
resolution of the board expressly so provides, declaring a dividend or
authorizing the issuance of stock. The delegation of authority to any committee
shall not operate to relieve the board of directors or any member of the board
from any responsibility imposed by law. Subject to the foregoing, the board of
directors may provide such powers, limitations and procedures for such
committees as the board deems advisable. To the extent the board of

                                       7
<PAGE>

directors does not establish other procedures, each committee shall be governed
by the procedures set forth in Sections 3.06 (except as they relate to an annual
meeting), 3.07 through 3.11 and 7.01 and 7.02 as if the committee were the board
of directors. Each committee shall keep regular minutes of its meetings, which
shall be reported to the board of directors when required and submitted to the
secretary of the corporation for inclusion in the corporate records.

     Section 3.12 COMPENSATION. Unless otherwise restricted by the certificate
of incorporation, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and each meeting of any
committee of the board of which he is a member and may be paid a fixed sum for
attendance at each such meeting or a stated salary or both a fixed sum and a
stated salary. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.


                                   ARTICLE IV

                                    Officers

     Section 4.01 NUMBER AND QUALIFICATIONS. The officers of the corporation
shall consist of a chairman of the board, chief executive officer, a president,
chief operating officer, chief financial officer, a secretary and such other
officers, including a vice-chairman or vice-chairmen of the board, one or more
vice-presidents, a treasurer and a controller, as may from time to time be
elected or appointed by the board. In addition, the board of directors or the
chief executive officer may elect or appoint such assistant and other
subordinate officers including assistant vice-presidents, assistant secretaries
and assistant treasurers, as it or he shall deem necessary or appropriate. Any
number of offices may be held by the same person, except that no person may
simultaneously hold the offices of president and secretary.

     Section 4.02 ELECTION AND TERM OF OFFICE. Except as provided in Sections
4.01 and 4.06, the officers of the corporation shall be elected by the board of
directors annually at the first meeting of the board held after each annual
meeting of the stockholders as provided in Section 3.05. If the election of
officers shall not be held as provided herein, such election shall be held as
soon thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until the
expiration of his term in office if elected or appointed for a specified period
of time or until his earlier death, resignation or removal.

     Section 4.03 COMPENSATION. Officers shall receive such compensation for
their services as may be authorized or ratified by the board of directors and no
officer shall be prevented from receiving compensation by reason of the fact
that he is also a director of the corporation. Election or appointment as an
officer shall not of itself create a contract or other right to compensation for
services performed by such officer.

     Section 4.04 RESIGNATION. Any officer may resign at any time, subject to
any rights or obligations under any existing contracts between the officer and
the corporation, by giving

                                       8
<PAGE>

written notice to the corporation. An officer's resignation shall take effect at
the time stated therein; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

     Section 4.05 REMOVAL. Any officer may be removed at any time by the board
of directors, or, in the case of assistant and other subordinate officers, by
the chief executive officer (whether or not such officer was appointed by the
chief executive officer), whenever in its or his judgment, as the case may be,
the best interests of the corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer shall not in itself create
contract rights.

     Section 4.06 VACANCIES. A vacancy occurring in any office by death,
resignation, removal or otherwise may be filled by the board of directors, or,
if such office may be filled by the chief executive officer as provided in
Section 4.01, by the chief executive officer, for the unexpired portion of the
term.

     Section 4.07 AUTHORITY AND DUTIES. The officers of the corporation shall
have the authority and shall exercise the powers and perform the duties
specified below, and as may be additionally specified by the chief executive
officer, the board of directors or these bylaws (and in all cases where the
duties of any officer are not prescribed by the bylaws or the board of
directors, such officer shall follow the orders and instructions of the chief
executive officer), except that in any event each officer shall exercise such
powers and perform such duties as may be required by law:

          (a)  CHAIRMAN OF THE BOARD. The chairman of the board, who shall be
elected from among the directors, shall preside at all meetings of the
stockholders and directors of the corporation and shall have and may exercise
all such powers and perform such other duties as may be assigned to him from
time to time by the board of directors.

          (b)  CHIEF EXECUTIVE OFFICER. The chief executive officer shall,
subject to the direction and supervision of the board of directors, (i) have
general and active control of its affairs and business and general supervision
of its officers, agents and employees; (ii) in the absence of the chairman of
the board, preside at all meetings of the stockholders and the board of
directors; (iii) see that all orders and resolutions of the board of directors
are carried into effect; and (iv) perform all other duties incident to the
office of Chief Executive Officer and as from time to time may be assigned to
him by the board of directors.

          (c)  PRESIDENT. The president shall, subject to the direction and
supervision of the board of directors, perform all duties incident to the office
of President and as from time to time may be assigned to him by the board of
directors. At the request of the chief executive officer or in his absence or in
the event of his inability or refusal to act, the president shall perform the
duties of the chief executive officer, and when so acting shall have all the
powers and be subject to all the restrictions upon the chief executive officer.

          (d)  CHIEF OPERATING OFFICER. The chief operating officer shall,
subject to the direction and supervision of the board of directors, supervise
the day to day operations of the

                                       9
<PAGE>

corporation and perform all other duties incident to the office of chief
operating officer as from time to time may be assigned to him by the chairman of
the board, the board of directors or the chief executive officer. At the request
of the president, or in his absence or inability or refusal to act, the chief
operating officer shall perform the duties of the president, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president.

          (e)  CHIEF FINANCIAL OFFICER. The chief financial officer shall: (i)
be the principal financial officer and treasurer of the corporation and have the
care and custody of all funds, securities, evidences of indebtedness and other
personal property of the corporation and deposit the same in accordance with the
instructions of the board of directors; (ii) receive and give receipts and
acquittances for moneys paid in on account of the corporation, and pay out of
the funds on hand all bills, payrolls and other just debts of the corporation of
whatever nature upon maturity; (iii) unless there is a controller, be the
principal accounting officer of the corporation and as such prescribe and
maintain the methods and systems of accounting to be followed, keep complete
books and records of account, prepare and file all local, state and federal tax
returns, prescribe and maintain an adequate system of internal audit and prepare
and furnish to the chief executive officer and the board of directors statements
of account showing the financial position of the corporation and the results of
its operations; (iv) upon request of the board, make such reports to it as may
be required at any time; and (v) perform all other duties incident to the office
of chief financial officer and treasurer and such other duties as from time to
time may be assigned to him by the board of directors or by the chief executive
officer. Assistant treasurers, if any, shall have the same powers and duties,
subject to the supervision of the chief financial officer. If there is no chief
financial officer, these duties shall be performed by the secretary or chief
executive officer or other person appointed by the board of directors.

          (f)  VICE-PRESIDENT. The vice-president, if any (or if there is more
than one then each vice-president), shall assist the chief executive officer and
shall perform such duties as may be assigned to him by the chief executive
officer or by the board of directors. Assistant vice-presidents, if any, shall
have the powers and perform the duties as may be assigned to them by the chief
executive officer or by the board of directors.

          (g)  SECRETARY. The secretary shall: (i) keep the minutes of the
proceedings of the stockholders, the board of directors and any committees of
the board of directors; (ii) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (iii) be custodian of
the corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business a record
containing the names and addresses of all stockholders and the number and class
of shares held by each, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar; (v) have general charge of the stock
books of the corporation, unless the corporation has a transfer agent; and (vi)
in general, perform all other duties incident to the office of secretary and
such other duties as from time to time may be assigned to him by the chief
executive officer or by the board of directors. Assistant secretaries, if any,
shall have the same duties and powers, subject to supervision by the secretary.

     Section 4.08 SURETY BONDS. The board of directors may require any officer
or agent of the corporation to execute to the corporation a bond in such sums
and with such sureties as shall

                                       10
<PAGE>

be satisfactory to the board, conditioned upon the faithful performance of his
duties and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.


                                    ARTICLE V

                                     Stock

     Section 5.01 ISSUANCE OF SHARES. The issuance or sale by the corporation of
any shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors, except
as otherwise may be provided by law. Every issuance of shares shall be recorded
on the books of the corporation maintained for such purpose by or on behalf of
the corporation.

     Section 5.02 STOCK CERTIFICATES; UNCERTIFICATED SHARES. The shares of stock
of the corporation shall be represented by certificates, except that the board
of directors may, in accordance with applicable provisions of law, authorize the
issuance of some or all of any or all classes or series of stock of the
corporation without certificates. If shares are represented by certificates (or
if a holder of uncertificated shares requests his shares to be represented by a
certificate), each certificate shall be signed by or in the name of the
corporation by the chairman or a vice-chairman of the board of directors, chief
executive officer, or the president or a 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 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. Certificates of stock shall be in such
form consistent with law as shall be prescribed by the board of directors.

     Section 5.03 PAYMENT FOR SHARES. Shares shall be issued for such
consideration (but not less than the par value thereof) as shall be determined
from time to time by the board of directors. Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the board.
Such consideration shall be paid in such form and in such manner as the
directors shall determine. In the absence of actual fraud in the transaction,
the judgment of the directors as to the value of such consideration shall be
conclusive. The capital stock issued by the corporation shall be deemed to be
fully paid and non-assessable stock if: (a) the entire amount of the
consideration has been received by the corporation in the form of cash, services
rendered, personal property, real property, leases of real property or a
combination thereof; or (b) not less than the amount of the consideration
determined to be capital pursuant to statute has been received by the
corporation in such form and the corporation has received a binding obligation
of the subscriber or purchaser to pay the balance of the subscription or
purchase price; provided, however, nothing contained herein shall prevent the
board of directors from issuing partly paid shares pursuant to statute.

                                       11
<PAGE>

     Section 5.04 LOST CERTIFICATES. In case of the alleged loss, destruction or
mutilation of a certificate of stock the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The board of directors may in its
discretion require a bond in such form and amount and with such surety as it may
determine before issuing a new certificate.

     Section 5.05 TRANSFER OF SHARES. Upon presentation and surrender to the
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes, if any, and the
satisfaction of any other requirements of law, including inquiry into and
discharge of any adverse claims of which the corporation has notice, the
corporation or the transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on the
books maintained for such purpose by or on behalf of the corporation. No
transfer of shares shall be effective until it has been entered on such books.
The corporation or a transfer agent of the corporation may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer. Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

     Section 5.06 REGISTERED HOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

     Section 5.07 TRANSFER AGENTS, REGISTRARS AND PAYING AGENTS. The board of
directors may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture or other
security of the corporation. Such agents and registrars may be located either
within or outside Delaware. They shall have such rights and duties and shall be
entitled to such compensation as may be agreed.


                                   ARTICLE VI

                                Indemnification

     Section 6.01 DEFINITIONS. For purposes of this Article, the following terms
shall have the meanings set forth below:

          (a)  CODE. The term "Code" means the Delaware General Corporation Law
as it exists on the date of the adoption of this Article and as it may hereafter
be amended from time to time, but in the case of any amendment, only to the
extent that the amendment permits the corporation to provide broader
indemnification rights than the Delaware General Corporation Law permitted the
corporation to provide at the date of the adoption of this Article and prior to
the amendment.

                                       12
<PAGE>

          (b)  CORPORATION. The term "corporation" means the corporation and, in
addition to the resulting or surviving corporation, any domestic or foreign
predecessor entity of the corporation in a merger, consolidation or other
transaction in which the predecessor's existence ceased upon consummation of the
transaction.

          (c)  EXPENSES. The term "expenses" means the actual and reasonable
expenses (including but not limited to expenses of investigation and preparation
and fees and disbursements of counsel, accountants or other experts) incurred by
a party in connection with a proceeding.

          (d)  LIABILITY. The term "liability" means the obligation to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or expense incurred with respect to a
proceeding.

          (e)  PARTY. The term "party" means any individual who was, is, or is
threatened to be made, a named defendant or respondent in a proceeding by reason
of the fact that he is or was a director, officer or employee of the corporation
and any individual who, while a director, officer or employee of the corporation
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise or
employee benefit plan. A party shall be considered to be serving an employee
benefit plan at the corporation's request if his duties to the corporation also
impose duties on or otherwise involve services by him to the plan or to
participants in or beneficiaries of the plan.

          (f)  PROCEEDING. The term "proceeding" means any threatened, pending
or completed action, suit or proceeding, or any appeal therein, whether civil,
criminal, administrative, arbitrative or investigative (including an action by
or in the right of the corporation), and whether formal or informal.

     Section 6.02 RIGHT TO INDEMNIFICATION. The corporation shall indemnify any
party to a proceeding against liability incurred in, relating to or as a result
of the proceeding to the fullest extent permitted by law (including without
limitation in circumstances in which, in the absence of this Section 6.02,
indemnification would be (a) discretionary under the Code or (b) limited or
subject to particular standards of conduct under the Code).

     Section 6.03 ADVANCEMENT OF EXPENSES. In the event of any proceeding in
which a party is involved or which may give rise to a right of indemnification
under this Article, following written request to the corporation by the party,
the corporation shall pay to the party, to the fullest extent permitted by law
(including without limitation in circumstances in which, in the absence of this
Section 6.03, advancement of expenses would be (a) discretionary under the Code
or (b) limited or subject to particular standards of conduct under the Code),
amounts to cover expenses incurred by the party in, relating to or as a result
of such proceeding in advance of its final disposition.

     Section 6.04 BURDEN OF PROOF. If under applicable law the entitlement of a
party to be indemnified or advanced expenses hereunder depends upon whether a
standard of conduct has

                                       13
<PAGE>

been met, the burden of proof of establishing that the party did not act in
accordance with such standard shall rest with the corporation. A party shall be
presumed to have acted in accordance with such standard and to be entitled to
indemnification or the advancement of expenses (as the case may be) unless,
based upon a preponderance of the evidence, it shall be determined that the
party has not met such standard. Such determination and any evaluation as to the
reasonableness of amounts claimed by a party shall be made by the board of
directors of the corporation or such other body or persons as may be permitted
by the Code. Subject to any express limitation of the Code, if so requested by
the party, such determination and evaluation as to the reasonableness of the
amounts claimed by the party shall be made by independent counsel who is
selected by the party and approved by the corporation (which approval shall not
be unreasonably withheld). For purposes of this Article, unless otherwise
expressly stated, the termination of any proceeding by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere or its equivalent, shall not create a presumption that a
party did not meet any particular standard of conduct or have any particular
belief or that a court has determined that indemnification is not permitted by
applicable law.

     Section 6.05 NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by a
party of notice of the commencement of any proceeding, the party shall, if a
claim in respect thereof is to be made against the corporation under this
Article, notify the corporation in writing of the commencement thereof;
provided, however, that delay in so notifying the corporation shall not
constitute a waiver or release by the party of any rights under this Article.
With respect to any such proceeding: (a) the corporation shall be entitled to
participate therein at its own expense; (b) any counsel representing the party
to be indemnified in connection with the defense or settlement thereof shall be
counsel mutually agreeable to the party and to the corporation; and (c) the
corporation shall have the right, at its option, to assume and control the
defense or settlement thereof, with counsel satisfactory to the party. If the
corporation assumes the defense of the proceeding, the party shall have the
right to employ its own counsel, but the fees and expenses of such counsel
incurred after notice from the corporation of its assumption of the defense of
such proceeding shall be at the expense of the party unless (i) the employment
of such counsel has been specifically authorized by the corporation, (ii) the
party shall have reasonably concluded that there may be a conflict of interest
between the corporation and the party in the conduct of the defense of such
proceeding, or (iii) the corporation shall not in fact have employed counsel to
assume the defense of such proceeding. Notwithstanding the foregoing, if an
insurance carrier has supplied directors' and officers' liability insurance
covering a proceeding and is entitled to retain counsel for the defense of such
proceeding, then the insurance carrier shall retain counsel to conduct the
defense of such proceeding unless the party and the corporation concur in
writing that the insurance carrier's doing so is undesirable. The corporation
shall not be liable under this Article for any amounts paid in settlement of any
proceeding effected without its written consent. The corporation shall not
settle any proceeding in any manner that would impose any penalty or limitation
on a party without the party's written consent. Consent to a proposed settlement
of any proceeding shall not be unreasonably withheld by either the corporation
or the party.

     Section 6.06 ENFORCEMENT. The right to indemnification and advancement of
expenses granted by this Article shall be enforceable in any court of competent
jurisdiction if the corporation denies the claim, in whole or in part, or if no
disposition of such claim is made

                                       14
<PAGE>

within 90 days after the written request for indemnification or advancement of
expenses is received. If successful in whole or in part in such suit, the
party's expenses incurred in bringing and prosecuting such claim shall also be
paid by the corporation. Whether or not the party has met any applicable
standard of conduct, the court in such suit may order indemnification or the
advancement of expenses as the court deems proper (subject to any express
limitation of the Code). Further, the corporation shall indemnify a party from
and against any and all expenses and, if requested by the party, shall (within
ten business days of such request) advance such expenses to the party, which are
incurred by the party in connection with any claim asserted against or suit
brought by the party for recovery under any directors' and officers' liability
insurance policies maintained by the corporation, regardless of whether the
party is unsuccessful in whole or in part in such claim or suit.

     Section 6.07 PROCEEDINGS BY A PARTY. The corporation shall indemnify or
advance expenses to a party in connection with any proceeding (or part thereof)
initiated by the party only if such proceeding (or part thereof) was authorized
by the board of directors of the corporation.

     Section 6.08 SUBROGATION. In the event of any payment under this Article,
the corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the indemnified party, who shall execute all papers and do
everything that may be necessary to assure such rights of subrogation to the
corporation.

     Section 6.09 OTHER PAYMENTS. The corporation shall not be liable under this
Article to make any payment in connection with any proceeding against or
involving a party to the extent the party has otherwise actually received
payment (under any insurance policy, agreement or otherwise) of the amounts
otherwise indemnifiable hereunder. A party shall repay to the corporation the
amount of any payment the corporation makes to the party under this Article in
connection with any proceeding against or involving the party, to the extent the
party has otherwise actually received payment (under any insurance policy,
agreement or otherwise) of such amount.

     Section 6.10 INSURANCE. So long as any party who is or was an officer or
director of the corporation may be subject to any possible proceeding by reason
of the fact that he is or was an officer or director of the corporation (or is
or was serving in any one or more of the other capacities covered by this
Article during his tenure as officer or director), if the corporation maintains
an insurance policy or policies providing directors' and officers' liability
insurance, such officer or director shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage
applicable to any then current officer or director of the corporation, or the
corporation shall purchase and maintain in effect for the benefit of such
officer or director one or more valid, binding and enforceable policy or
policies of directors' and officers' liability insurance providing, in all
respects, coverage at least comparable to that provided to any then current
officer or director at the corporation.

     Section 6.11 OTHER RIGHTS AND REMEDIES. The rights to indemnification and
advancement of expenses provided in this Article shall be in addition to any
other rights to which a party may have or hereafter acquire under any law,
provision of the articles of incorporation, any other or further provision of
these bylaws, vote of the stockholders or directors, agreement or

                                       15
<PAGE>

otherwise. The corporation shall have the right, but shall not be obligated, to
indemnify or advance expenses to any agent of the corporation not otherwise
covered by this Article in accordance with and to the fullest extent permitted
by the Code.

     Section 6.12 APPLICABILITY; EFFECT. The rights to indemnification and
advancement of expenses provided in this Article shall be applicable to acts or
omissions that occurred prior to the adoption of this Article, shall continue as
to any party during the period such party serves in any one or more of the
capacities covered by this Article, shall continue thereafter so long as the
party may be subject to any possible proceeding by reason of the fact that he
served in any one or more of the capacities covered by this Article, and shall
inure to the benefit of the estate and personal representatives of each such
person. Any repeal or modification of this Article or of any Section or
provision hereof shall not affect any rights or obligations then existing. All
rights to indemnification under this Article shall be deemed to be provided by a
contract between the corporation and each party covered hereby.

     Section 6.13 SEVERABILITY. If any provision of this Article shall be held
to be invalid, illegal or unenforceable for any reason whatsoever (a) the
validity, legality and enforceability of the remaining provisions of this
Article (including without limitation, all portions of any Sections of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent of this
Article that each party covered hereby is entitled to the fullest protection
permitted by law.


                                   ARTICLE VII

                                 Miscellaneous

     Section 7.01 WAIVERS OF NOTICE. Whenever notice is required to be given by
law, by the certificate of incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting or (in the case of a stockholder) by proxy 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 was not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in any written waiver of notice unless required by
these bylaws to be included in the notice of such meeting.

     Section 7.02 PRESUMPTION OF ASSENT. A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward

                                       16
<PAGE>

such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director or stockholder who voted in favor of such action.

     Section 7.03 VOTING OF SECURITIES BY THE CORPORATION. Unless otherwise
provided by resolution of the board of directors, on behalf of the corporation
the chief executive officer, president, chief operating officer, chief financial
officer, or any vice-president shall attend in person or by substitute appointed
by him, or shall execute written instruments appointing a proxy or proxies to
represent the corporation at, all meetings of the stockholders of any other
corporation, association or other entity in which the corporation holds any
stock or other securities, and may execute written waivers of notice with
respect to any such meetings. At all such meetings and otherwise, the chief
executive officer, president, chief operating officer, chief financial officer,
or any vice-president, in person or by substitute or proxy as aforesaid, may
vote the stock or other securities so held by the corporation and may execute
written consents and any other instruments with respect to such stock or
securities and may exercise any and all rights and powers incident to the
ownership of said stock or securities, subject, however, to the instructions, if
any, of the board of directors.

     Section 7.04 SEAL. The corporate seal of the corporation shall be in such
form as adopted by the board of directors, and any officer of the corporation
may, when and as required, affix or impress the seal, or a facsimile thereof, to
or on any instrument or document of the corporation.

     Section 7.05 FISCAL YEAR. The fiscal year of the corporation shall be as
established by the board of directors.

     Section 7.06 AMENDMENTS. These bylaws may be amended or repealed and new
bylaws adopted by the board of directors or, subject to the certificate of
incorporation, by the stockholders entitled to vote.


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