<PAGE>

                                                                     Exhibit 3.1

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                US AIRWAYS, INC.

                     (hereinafter called the "Corporation")

                                 March 31, 2003

                              * * * * * * * * * * *

                                    ARTICLE I

                                    OFFICES

     The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, Delaware. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. Annual Meetings. The annual meeting of stockholders for the
election of Directors shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors, at which meeting the
stockholders shall elect a Board of Directors pursuant to Article III hereof and
may transact such other business as may properly come before the meeting.

     Section 2. Special Meetings. Special meetings of the stockholders (i) may
be called at any time by the Chairman of the Board, Chief Executive Officer or
President and (ii) shall be called by the President or Secretary on the written
request, or by vote, of a majority of the Board of Directors or the holders of a
majority of the voting power of the shares entitled to vote for the election of
Directors. No business may be transacted at a special meeting of the
stockholders except as set forth in the notice of such meeting (or any
supplement thereto).

     Section 3. Location of Meetings. All meetings of the stockholders for any
purpose may be held, within or without the State of Delaware, at such time and
place as shall be designated from time to time by the Board of Directors.

     Section 4. List of Stockholders. The Secretary shall cause to be prepared a
complete list of stockholders entitled to vote at any meeting of the
stockholders, arranged in alphabetical order and showing the address of each
stockholder and number of shares

<PAGE>

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, at the principal place of business of the Corporation. 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 5. Voting. Except as otherwise required by applicable law or
provided in the Amended and Restated Certificate of Incorporation, as the same
may be amended, restated or supplemented from time to time (the "Certificate of
Incorporation"), each stockholder entitled to vote shall, at every meeting of
the stockholders, be entitled to one (1) vote in person or by proxy (as
described below) for each share of voting stock held by him. Such right to vote
shall be subject to the right of the Board of Directors to fix a record date for
voting stockholders as hereinafter provided.

     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 or her 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. A duly executed 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 proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the Corporation generally.
Any proxy is suspended when the person executing the proxy is present at a
meeting of stockholders and elects to vote, except that when such proxy is
coupled with an interest and the fact of the interest appears on the face of the
proxy, the agent named in the proxy shall have all voting and other rights
referred to in the proxy, notwithstanding the presence of the person executing
the proxy. At each meeting of the stockholders, and before any voting commences,
all proxies filed at or before the meeting shall be submitted to and examined by
the Secretary or a person designated by the Secretary, and no shares may be
represented or voted under a proxy that has been found to be invalid or
irregular.

     Section 6. Consent of Stockholders in Lieu of a Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of stockholders of the Corporation
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written

                                       2

<PAGE>

consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 6 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 6.

     Section 7. Notice to Stockholders. Notice of all meetings shall be mailed
by the Secretary to each stockholder of record entitled to vote, at his or her
last known post office address, not less than ten (10) nor more than sixty (60)
days prior to any annual or special meeting. Such notice shall state the place,
date and hour of the meeting, and the purpose or purposes for which the meeting
is called. No business may be transacted at a special meeting of the
stockholders except as set forth in the notice of such meeting (or any
supplement thereto).

     Section 8. Quorum. The holders of a majority of the Corporation's capital
stock outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time without
further notice until a quorum shall be present or represented.

     Section 9. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, 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 shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
the 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. A determination
of stockholders of record entitled to notice of or to vote at a meeting of the

                                       3

<PAGE>

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.

     In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, 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 shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors. If
no record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of the stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

     Section 10. Conduct of Meetings. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of any meeting of the
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 the 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) the determination of when the polls shall open
and close for any given matter to be voted on at the meeting; (iii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iv) 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;
(v) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (vi) limitations on the time allotted to questions or
comments by participants.

     Section 11. Inspectors of Meeting. In advance of any meeting of the
stockholders, the Board of Directors, by resolution, the Chairman of the Board,
Chief Executive Officer or the President shall appoint one or more inspectors to
act at the meeting and make a written report thereof. One or more other persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or

                                       4

<PAGE>

alternate is able to act at a meeting of the stockholders, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting. Unless
otherwise required by applicable law, inspectors may be Officers, employees or
agents of the Corporation. Each inspector, before entering upon the discharge of
the duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
inspector's ability. The inspector shall have the duties prescribed by law and
shall take charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by applicable law.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. Number. The business, property and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, consisting
of not less than one or more than fifteen (15) members, the exact number of
which shall be fixed from time to time by resolution adopted by the affirmative
vote of a majority of the Board of Directors then in office. Directors need not
be stockholders.

     Section 2. Election, Term, Vacancies. Each Director shall hold office until
the next annual election and until such Director's successor is duly elected and
qualified, or until such Director's earlier death, resignation or removal.
Directors shall be elected by a plurality of the votes cast at each annual
meeting of the stockholders, except that if there be a vacancy in the Board of
Directors by reason of death, resignation, removal or otherwise, such vacancy
shall be filled for the unexpired term by a majority of the remaining Directors
then in office, though less than a quorum, or a sole remaining Director.

     Section 3. Powers of Directors. The business, property and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     Section 4. Compensation. Directors and members of Committees shall receive
such compensation for their service as Directors, and be paid their expenses, if
any, of attendance at each meeting of Directors, as the Board of Directors shall
from time to time prescribe. Except as provided by applicable law, no such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.

     Section 5. Resignations and Removals of Directors. Any Director of the
Corporation may resign at any time, by giving notice in writing to the Chairman
of the Board, the Chief Executive Officer, the President or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified
or, if no time is specified,

                                       5

<PAGE>

immediately; and, unless otherwise specified in such notice, the acceptance of
such resignation shall not be necessary to make it effective. Except as
otherwise required by applicable law, any Director may be removed from office
with or without cause at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of Directors.

                                   ARTICLE IV

                             MEETINGS OF DIRECTORS

     Section 1. Annual Meeting. After each annual election of Directors, the
newly elected Board of Directors may meet for the purpose of organization, the
election of Officers, and the transaction of other business, at such place and
time as shall be fixed by the newly elected Board of Directors at the annual
meeting, and, if a majority of the newly elected Board of Directors be present
at such place and time, no prior notice of such meeting shall be required to be
given to the newly elected Board of Directors. The place and time of such
meeting may also be fixed by written consent of the newly elected Board of
Directors.

     Section 2. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as may from time to time
be determined by the Board of Directors.

     Section 3. Special Meetings. Special meetings of the Directors may be
called individually by the Chairman of the Board, the Chief Executive Officer or
the President, or by any Director. Notice thereof stating the place, date and
hour of the special meeting shall be given to each Director either by mail not
less than forty-eight (48) hours before the hour provided for the start of such
meeting, by telephone, telegram or electronic means not less than twenty-four
(24) hours' before the hour provided for the start of such meeting, or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.

     Section 4. Location. Meetings of the Directors, both regular and special,
may be held within or without the State of Delaware at such place as is
indicated in the notice thereof.

     Section 5. Quorum. Except as otherwise required by applicable law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                                       6

<PAGE>

     Section 6. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, or, in his or her absence, a Director chosen by a
majority of the Directors present, shall act as chairman. The Secretary of the
Corporation shall act as secretary at each meeting of the Board of Directors. In
case the Secretary shall be absent from any meeting of the Board of Directors,
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

     Section 7. Actions of the Board by Written Consent. Unless otherwise
provided in 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 the members of the
Board of Directors or 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 Committee.

     Section 8. Meetings by Means of Conference Telephone. Unless otherwise
provided in the Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any Committee thereof, may participate in a meeting of
the Board of Directors or such Committee by means of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 8 shall constitute presence in person at such meeting.

     Section 9. Interested Directors. 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 any such Director's or Officer's
vote is counted for such purpose if: (i) the material facts as to the Director's
or Officer's 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 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 the Director's or Officer's 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.

                                    ARTICLE V

                                   COMMITTEES

                                       7

<PAGE>

     Section 1. Creation. The Board of Directors may, by resolution or
resolutions passed by a majority of the Board of Directors, designate one or
more committees each to consist of one or more 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 any such Committee. In the absence or disqualification of a member of a
Committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Each Committee shall have and may exercise
such powers, duties and authority in the management of the business and affairs
of the Corporation as shall be delegated to it by the Board of Directors except
that no such Committee shall have power to (a) approve or adopt, or recommend to
the stockholders, any action or matter expressly required by law to be submitted
to stockholders for approval, or (b) adopt, amend or repeal any Bylaw of the
Corporation.

     Section 2. Committee Procedure. Each such Committee established by the
Board of Directors shall meet at stated times or on notice to all members by any
member of such Committee. Each such Committee shall establish its own rules of
procedure. Each such Committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors.

                                   ARTICLE VI

                                INDEMNIFICATION

     Section 1. Power to Indemnify in Actions, Suits or Proceedings other than
Those by or in the Right of the Corporation. Subject to Section 3 of this
Article VI, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that such person is or was a Director or Officer of the Corporation, or is
or was a Director or Officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the

                                       8

<PAGE>

Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

     Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Corporation. Subject to Section 3 of this Article VI, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a Director or Officer of the Corporation, or is
or was a Director or Officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 3. Authorization of Indemnification. Any indemnification under this
Article VI (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former Director or Officer is proper in the circumstances because
such person has met the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VI, as the case may be. Such determination shall be
made, with respect to a person who is a Director or Officer at the time of such
determination, (i) by a majority vote of the Directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
Committee of such Directors designated by a majority vote of such Directors,
even though less than a quorum, or (iii) if there are no such Directors, or if
such Directors so direct, by independent legal counsel in a written opinion, or
(iv) by the stockholders. Such determination shall be made, with respect to
former Directors and Officers, by any person or persons having the authority to
act on the matter on behalf of the Corporation. To the extent, however, that a
present or former Director or Officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of
authorization in the specific case.

     Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article VI, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no

                                       9

<PAGE>

reasonable cause to believe such person's conduct was unlawful, if such person's
action is based on the records or books of account of the Corporation or another
enterprise, or on information supplied to such person by the Officers of the
Corporation or officers of another enterprise in the course of their duties, or
on the advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The provisions of this Section 4 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Section 1 or Section 2 of
this Article VI, as the case may be.

     Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VI, and
notwithstanding the absence of any determination thereunder, any Director or
Officer may apply to the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction in the State of Delaware for indemnification to
the extent otherwise permissible under Section 1 or Section 2 of this Article
VI. The basis of such indemnification by a court shall be a determination by
such court that indemnification of the Director or Officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VI, as the case may be. Neither
a contrary determination in the specific case under Section 3 of this Article VI
nor the absence of any determination thereunder shall be a defense to such
application or create a presumption that the Director or Officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. If successful, in
whole or in part, the Director or Officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

     Section 6. Expenses Payable in Advance. Subject to applicable law, expenses
(including attorneys' fees) incurred by a Director or Officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such Director or Officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article VI. Subject to applicable law, such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

     Section 7. Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VI shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders
or disinterested Directors or

                                       10

<PAGE>

otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Section 1 and
Section 2 of this Article VI shall be made to the fullest extent permitted by
law. The provisions of this Article VI shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 or Section 2 of
this Article VI but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the State of
Delaware (the "DGCL"), or otherwise.

     Section 8. Insurance. The Corporation shall purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the Corporation,
or is or was a Director or Officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power or the obligation to indemnify such person
against such liability under the provisions of this Article VI.

     Section 9. Certain Definitions. For purposes of this Article VI, references
to "the Corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors or
officers, so that any person who is or was a director or officer of such
constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued. The term "another
enterprise" as used in this Article VI shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. For purposes of this Article VI,
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a Director, Officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such Director or Officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VI.

     Section 10. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VI shall, unless otherwise provided when authorized or ratified,
continue as to a

                                       11

<PAGE>

person who has ceased to be a Director or Officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.

     Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article VI to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 of this Article
VI), the Corporation shall not be obligated to indemnify any Director or Officer
(or his or her heirs, executors or personal or legal representatives) or advance
expenses in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

     Section 12. Indemnification of Employees and Agents. The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article VI to
Directors and Officers of the Corporation.

                                       12

<PAGE>

                                   ARTICLE VII

                                    OFFICERS

     Section 1. General. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer and
such other officers as may from time to time be chosen by the Board of
Directors. The Chief Executive Officer shall be empowered to appoint and remove
from office, at his or her discretion, Assistant Vice Presidents and Assistant
Secretaries. Except for the offices of Chairman of the Board and Chief Executive
Officer, any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide. The Officers of
the Corporation need not be stockholders of the Corporation nor, except in the
case of the Chairman of the Board, need such Officers be Directors of the
Corporation.

     Section 2. Election, Term, Vacancies. The Board of Directors, at its first
meeting held after each annual meeting of stockholders (or action by written
consent of stockholders in lieu of the annual meeting of stockholders), shall
elect the Officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each Officer of the
Corporation shall hold office until such Officer's successor is elected and
qualified, or until such Officer's earlier death, resignation or removal. Any
Officer chosen or appointed by the Board of Directors may be removed either with
or without cause at any time by the affirmative vote of a majority of the entire
Board of Directors. If the office of any Officer other than an assistant officer
becomes vacant for any reason, the vacancy shall be filled by the affirmative
vote of a majority of the entire Board of Directors.

     Section 3. Chairman of the Board. A Chairman of the Board shall be chosen
from among the Directors. The Chairman of the Board shall preside at all
meetings of the stockholders and the Board of Directors. Except where by law the
signature of the Chief Executive Officer or President is required, the Chairman
of the Board shall possess the same power as the Chief Executive Officer and
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the Chief Executive Officer, the Chairman of the Board
shall exercise all the powers and discharge all the duties of the Chief
Executive Officer. The Chairman of the Board shall also perform such other
duties and may exercise such other powers as may from time to time be assigned
to such Officer by these Bylaws or by the Board of Directors.

     Section 4. Chief Executive Officer. The Chief Executive Officer shall have
responsibility for the general and active management of the business of the
Corporation and shall have the general powers and duties of management usually
vested in the chief executive officer of a corporation. The Chief Executive
Officer shall see that all orders and resolutions of the Board of Directors are
carried into effect and shall implement the

                                       13

<PAGE>

general directives, plans and policies formulated by the Board of Directors. The
Chief Executive Officer may employ and discharge employees and agents of the
Corporation, except such as shall be appointed by the Board of Directors, and he
or she may delegate these powers. In the absence or disability of the Chairman
of the Board, the Chief Executive Officer shall preside at all meetings of the
stockholders. Except where by law the signature of the President is required,
the Chief Executive Officer shall possess the same power as the President to
sign all contracts, certificates and other instruments of the Corporation which
may be authorized by the Board of Directors. During the absence or disability of
the President, the Chief Executive Officer shall exercise all the powers and
discharge all the duties of the President. The Chief Executive Officer shall
also perform such other duties and may exercise such other powers as may from
time to time be assigned to such Officer by these Bylaws or by the Board of
Directors.

     Section 5. President. The President shall be the Chief Operating Officer of
the Corporation. The President shall have such responsibilities and authority as
determined by the Chief Executive Officer of the Corporation.

     Section 6. Vice President. The Vice President or Vice Presidents, in the
order designated by the Board of Directors, shall be vested with all the powers
and required to perform all the duties of the President in his or her absence or
disability and shall perform such other duties as may be prescribed by the Board
of Directors.

     Section 7. Secretary. The Secretary shall perform all the duties commonly
incident to his or her office, and keep accurate minutes of all meetings of the
stockholders, the Board of Directors and the Committees of the Board of
Directors, recording all the proceedings of such meetings in a book or books to
be kept for that purpose. He or she shall give, or cause to be given, proper
notice of meetings of stockholders and the Board of Directors. If the Secretary
shall be unable or shall refuse to cause to be given notice of all meetings of
the stockholders and meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors, the Chief Executive
Officer or the President may choose another Officer to cause such notice to be
given. The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest to the affixing
by such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be, and shall perform
such other duties as the Board of Directors shall designate.

     Section 8. Treasurer. The Treasurer shall have custody of the funds and
securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He or she shall disburse the

                                       14

<PAGE>

funds of the Corporation as may be ordered by the Board of Directors, Chief
Executive Officer or President, taking proper vouchers for such disbursements,
and shall render to the Chief Executive Officer, President and the Board of
Directors, at its regular meetings, or whenever the Board of Directors may
require it, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation. Until such time as a controller may be
elected by the Board of Directors, the Treasurer shall also maintain adequate
records of all assets, liabilities and transactions of the Corporation and shall
see that adequate audits thereof are currently and regularly made. The Treasurer
shall cause to be prepared, compiled and filed such reports, statements,
statistics and other data as may be required by law or prescribed by the
President. If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation. The Treasurer shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
Officer by these Bylaws or by the Board of Directors.

     Section 9. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other Officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

     Section 10. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, Chief Executive Officer,
President, any Vice President or any other officer authorized to do so by the
Board of Directors and any such Officer may, in the name of and on behalf of the
Corporation, take all such action as any such Officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.

                                  ARTICLE VIII

                                     STOCK

     Section 1. Certificates. Every holder of stock in the Corporation shall be
entitled to have a stock certificate signed by, or in the name of, the
Corporation (i) by the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President

                                       15

<PAGE>

and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
such stockholder in the Corporation. Any or all of the signatures on a stock
certificate may be a facsimile, either engraved or printed. The Board of
Directors may from time to time appoint and maintain one or more transfer agents
and registrars of transfers, which may be the same agency or agencies, and may
require all certificates to bear the signatures of one (1) of such transfer
agents and one (1) of such registrars of transfers, or as the Board of Directors
may otherwise direct. The stock certificates of the Corporation shall bear the
seal of the Corporation or shall bear a facsimile of such seal engraved or
printed.

     In case any Officer, transfer agent or registrar who has signed, or whose
facsimile signature or signatures have been used on, any certificate or
certificates of stock, shall have ceased to be an Officer, transfer agent or
registrar, whether because of death, resignation or otherwise, before such
certificate or certificates is issued and delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered by the
Corporation with the same effect as if such person were such Officer, transfer
agent or registrar at the date of issue.

     Section 2. Lost Certificates. If a certificate of stock is lost, stolen or
destroyed, the Board of Directors may direct a new certificate to be issued by
the Corporation in its stead upon affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed and the giving of a
satisfactory bond of indemnity, in an amount sufficient to indemnify the
Corporation against any claim that may be made against the Corporation on
account of the alleged loss, theft or destruction of such certificate or the
issuance of such new certificate. A certificate may be issued without requiring
bond when, in the judgment of the Board of Directors, it is proper to do so.

     Section 3. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by applicable law and in these Bylaws. Transfers of stock
shall be made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the Officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

     Section 4. Dividend Record Date. In order that the Corporation may
determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders 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

                                       16

<PAGE>

upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty (60) days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

     Section 5. Stockholders of Record. 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 required by
law.

                                   ARTICLE IX

                                     NOTICES

     Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any stockholder,
such notice may be given by mail, addressed to such stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Without limiting the
manner by which notice otherwise may be given effectively to stockholders, any
notice to stockholders given by the Corporation under applicable law, the
Certificate of Incorporation or these Bylaws shall be effective if given by a
form of electronic transmission if consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable by the stockholder by
written notice to the Corporation. Any such consent shall be deemed to be
revoked if (i) the Corporation is unable to deliver by electronic transmission
two (2) consecutive notices by the Corporation in accordance with such consent,
and (ii) such inability becomes known to the Secretary or Assistant Secretary of
the Corporation or to the transfer agent, or other person responsible for the
giving of notice; provided, however, that the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action.
Notice given by electronic transmission, as described above, shall be deemed
given: (i) if by facsimile telecommunication, when directed to a number at which
the stockholder has consented to receive notice; (ii) if by electronic mail,
when directed to an electronic mail address at which the stockholder has
consented to receive notice; (iii) if by a posting on an electronic network,
together with separate notice to the stockholder of such specific posting, upon
the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed to the
stockholder. Notice to Directors or Committee members may be given personally,
by mail as described above, or by telegram, telex, cable or by means of
electronic transmission.

                                       17

<PAGE>

     Section 2. Waivers of Notice. Whenever any notice is required by applicable
law, the Certificate of Incorporation or these Bylaws, to be given to any
Director, member of a Committee or stockholder, a waiver thereof in writing,
signed by the person or persons entitled to notice, or a waiver by electronic
transmission by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the 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
annual or special meeting of stockholders or any regular or special meeting of
the Directors or members of a Committee of Directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these Bylaws.

                                    ARTICLE X

                               GENERAL PROVISIONS

     Section 1. Fiscal Year. The fiscal year of the Corporation shall begin the
first day of January and end on the 31st day of December of each year.

     Section 2. Dividends. Dividends upon the capital stock of the Corporation,
subject to the requirements of the DGCL and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 7 of Article IV hereof) and may be
paid in cash, in property or in shares of the Corporation's capital stock.
Before payment of any dividend, the Directors may set apart out of any of the
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for purchasing any of the shares
of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or
other securities or evidences of indebtedness of the Corporation, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any proper purpose, and the Board of Directors may modify or
abolish any such reserve or reserves.

     Section 3. Disbursements. All checks, drafts, demands or orders for the
payment of money and notes of the Corporation shall be signed by the Treasurer
or by such other Officer, Officers, person or persons as the Board of Directors
may from time to time designate.

         Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation, and the
     words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                       18

<PAGE>

                                   ARTICLE XI

                              AMENDMENT TO BYLAWS

     Subject to the provisions of the Certificate of Incorporation, these Bylaws
may be altered, amended or repealed, in whole or in part, or new Bylaws may be
adopted by the stockholders or by the Board of Directors; provided, however,
that notice of such alteration, amendment, repeal or adoption of new Bylaws be
contained in the notice of such meeting of the stockholders or the Board of
Directors, as the case may be. All such amendments must be approved by a
majority of the entire Board of Directors then in office or by the holders of at
least a majority of the voting power of the outstanding shares of capital stock
entitled to vote for the election of directors. Notice of all such amendments
shall be provided to the stockholders in accordance with the provisions of
Article II hereof.

                                   ARTICLE XII

                     CERTIFICATE OF INCORPORATION TO GOVERN

     Notwithstanding anything to the contrary herein, in the event any provision
contained herein is inconsistent with or conflicts with a provision of the
Certificate of Incorporation, such provision herein shall be superseded by the
inconsistent provision in the Certificate of Incorporation, to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

                              * * * * * * * * * * *

Adopted as of: _____________________
Last Amended as of: ________________

                                       19