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                                                                 EXHIBIT 3.B


                                    BY-LAWS

                                       OF

                          EL PASO NATURAL GAS COMPANY




As amended July 18, 1997
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                                    BY-LAWS

                                       OF

                          EL PASO NATURAL GAS COMPANY

                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                          <C>
ARTICLE I.  OFFICES     . . . . . . . . . . . . . . . . . . . . . . . . . .   1
   Section 1    -   Registered Office and Agent   . . . . . . . . . . . . .   1
   Section 2    -   Other Offices   . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II.  STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . .   1
   Section 1    -   Annual Meetings   . . . . . . . . . . . . . . . . . . .   1
   Section 2    -   Special Meetings  . . . . . . . . . . . . . . . . . . .   1
   Section 3    -   Place of Meetings   . . . . . . . . . . . . . . . . . .   2
   Section 4    -   Notice of Meetings  . . . . . . . . . . . . . . . . . .   2
   Section 5    -   Fixing of Record Date for
                      Determining Stockholders  . . . . . . . . . . . . . .   2
   Section 6    -   Quorum  . . . . . . . . . . . . . . . . . . . . . . . .   3
   Section 7    -   Organization  . . . . . . . . . . . . . . . . . . . . .   3
   Section 8    -   Voting  . . . . . . . . . . . . . . . . . . . . . . . .   4
   Section 9    -   Inspectors  . . . . . . . . . . . . . . . . . . . . . .   5
   Section 10   -   List of Stockholders  . . . . . . . . . . . . . . . . .   5
   Section 11   -   Stockholder Proposals   . . . . . . . . . . . . . . . .   5

ARTICLE III.  BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . .   6
   Section 1    -   Number, Qualification and Term of Office  . . . . . . .   6
   Section 2    -   Vacancies   . . . . . . . . . . . . . . . . . . . . . .   6
   Section 3    -   Nominations of Directors  . . . . . . . . . . . . . . .   7
   Section 4    -   Resignations  . . . . . . . . . . . . . . . . . . . . .   8
   Section 5    -   Removals  . . . . . . . . . . . . . . . . . . . . . . .   8
   Section 6    -   Place of Meetings; Books and Records  . . . . . . . . .   8
   Section 7    -   Annual Meeting of the Board   . . . . . . . . . . . . .   8
   Section 8    -   Regular Meetings  . . . . . . . . . . . . . . . . . . .   9
   Section 9    -   Special Meetings  . . . . . . . . . . . . . . . . . . .   9
   Section 10   -   Quorum and Manner of Acting   . . . . . . . . . . . . .   9
   Section 11   -   Organization  . . . . . . . . . . . . . . . . . . . . .   9
   Section 12   -   Consent of Directors in Lieu of Meeting   . . . . . . .  10
   Section 13   -   Telephonic Meetings   . . . . . . . . . . . . . . . . .  10
   Section 14   -   Compensation  . . . . . . . . . . . . . . . . . . . . .  10
   Section 15   -   Interested Directors  . . . . . . . . . . . . . . . . .  10
</TABLE>



                                      i
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<TABLE>
<S>                                                                          <C>
ARTICLE IV.  COMMITTEES OF THE BOARD OF DIRECTORS . . . . . . . . . . . . .  11
   Section 1    -   Executive Committee   . . . . . . . . . . . . . . . . .  11
   Section 2    -   Finance Committee   . . . . . . . . . . . . . . . . . .  11
   Section 3    -   Audit Committee   . . . . . . . . . . . . . . . . . . .  11
   Section 4    -   Compensation Committee  . . . . . . . . . . . . . . . .  12
   Section 5    -   Committee Chairman, Books and Records   . . . . . . . .  12
   Section 6    -   Alternates  . . . . . . . . . . . . . . . . . . . . . .  12
   Section 7    -   Other Committees  . . . . . . . . . . . . . . . . . . .  12
   Section 8    -   Quorum and Manner of Acting   . . . . . . . . . . . . .  13

ARTICLE V.  OFFICERS    . . . . . . . . . . . . . . . . . . . . . . . . . .  13
   Section 1    -   Number  . . . . . . . . . . . . . . . . . . . . . . . .  13
   Section 2    -   Election  . . . . . . . . . . . . . . . . . . . . . . .  13
   Section 3    -   Resignations  . . . . . . . . . . . . . . . . . . . . .  13
   Section 4    -   Removals  . . . . . . . . . . . . . . . . . . . . . . .  14
   Section 5    -   Vacancies   . . . . . . . . . . . . . . . . . . . . . .  14
   Section 6    -   Chairman of the Board   . . . . . . . . . . . . . . . .  14
   Section 7    -   Chief Executive Officer   . . . . . . . . . . . . . . .  16
   Section 8    -   President   . . . . . . . . . . . . . . . . . . . . . .  16
   Section 9    -   Vice Chairman of the Board  . . . . . . . . . . . . . .  16
   Section 10   -   Chief Operating Officer   . . . . . . . . . . . . . . .  17
   Section 11   -   Chief Financial Officer   . . . . . . . . . . . . . . .  17
   Section 12   -   Vice Presidents   . . . . . . . . . . . . . . . . . . .  17
   Section 13   -   General Counsel   . . . . . . . . . . . . . . . . . . .  18
   Section 14   -   Secretary   . . . . . . . . . . . . . . . . . . . . . .  18
   Section 15   -   Treasurer   . . . . . . . . . . . . . . . . . . . . . .  18
   Section 16   -   Controller  . . . . . . . . . . . . . . . . . . . . . .  19
   Section 17   -   Absence or Disability of Officers   . . . . . . . . . .  19

ARTICLE VI.  STOCK CERTIFICATES AND TRANSFER THEREOF  . . . . . . . . . . .  19
   Section 1    -   Stock Certificates  . . . . . . . . . . . . . . . . . .  19
   Section 2    -   Transfer of Stock   . . . . . . . . . . . . . . . . . .  19
   Section 3    -   Transfer Agents and Registrars  . . . . . . . . . . . .  20
   Section 4    -   Additional Regulations  . . . . . . . . . . . . . . . .  20
   Section 5    -   Lost, Stolen or Destroyed Certificates  . . . . . . . .  20

ARTICLE VII.  DIVIDENDS, SURPLUS, ETC.  . . . . . . . . . . . . . . . . . .  20

ARTICLE VIII.  SEAL     . . . . . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE IX.  FISCAL YEAR  . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE X.  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . .  21
   Section 1    -   Right to Indemnification  . . . . . . . . . . . . . . .  21
   Section 2    -   Right of Indemnitee to Bring Suit   . . . . . . . . . .  22
</TABLE>




                                     ii
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<TABLE>
<S>                                                                          <C>
   Section 3    -   Nonexclusivity of Rights  . . . . . . . . . . . . . . .  22
   Section 4    -   Insurance, Contracts and Funding  . . . . . . . . . . .  22
   Section 5    -   Wholly Owned Subsidiaries   . . . . . . . . . . . . . .  23
   Section 6    -   Indemnification of Agents of the Corporation  . . . . .  23

ARTICLE XI.  CHECKS, DRAFTS, BANK ACCOUNTS, ETC.  . . . . . . . . . . . . .  23
   Section 1    -   Checks, Drafts, Etc.; Loans   . . . . . . . . . . . . .  23
   Section 2    -   Deposits  . . . . . . . . . . . . . . . . . . . . . . .  23

ARTICLE XII.  AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . .  23

ARTICLE XIII.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . .  24
</TABLE>




                                     iii
<PAGE>   5
                                    BY-LAWS

                                       OF

                          EL PASO NATURAL GAS COMPANY


                                   ARTICLE I

                                    OFFICES

SECTION 1.  REGISTERED OFFICE AND AGENT

   The registered office of the corporation is located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle,
State of Delaware, and the name of its registered agent at such address is The
Corporation Trust Company.

SECTION 2.  OTHER OFFICES

   The corporation may have offices at such other places both within and
without the State of Delaware as the Board of Directors (the "Board") may from
time to time determine or the business of the corporation may require.


                                   ARTICLE II

                                  STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS

   A meeting of the stockholders for the purpose of electing Directors and for
the transaction of such other business as may properly be brought before the
meeting shall be held annually at 9:00 o'clock A.M. on the third Thursday of
April, or at such other time on such other date as shall be fixed by resolution
of the Board.  If the day fixed for the annual meeting shall be a legal holiday
such meeting shall be held on the next succeeding business day.

SECTION 2.  SPECIAL MEETINGS

   Special meetings of the stockholders for any purpose or purposes may be
called only by a majority of the Board, the Chairman of the Board, the Chief
Executive Officer, the President or the Vice Chairman of the Board.


<PAGE>   6
SECTION 3.  PLACE OF MEETINGS

   The annual meeting of the stockholders of the corporation shall be held at
the general offices of the corporation in the City of Houston, State of Texas,
or at such other place in the United States as may be stated in the notice of
the meeting.  All other meetings of the stockholders shall be held at such
places within or without the State of Delaware as shall be stated in the notice
of the meeting.

SECTION 4.  NOTICE OF MEETINGS

   4.1  GIVING OF NOTICE.  Except as otherwise provided by statute, written
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.  If mailed, notice shall
be given when deposited in the United States mails, postage prepaid, directed
to such stockholder at his address as it appears in the stock ledger of the
corporation.  Each such notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.

   4.2  NOTICE OF ADJOURNED MEETINGS.  When a meeting is adjourned to another
time and place, notice of the adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment is
given.  If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

   4.3  WAIVER OF NOTICE

   4.3.1  Whenever any notice is required to be given to any stockholder under
the provisions of these By-laws, the Restated Certificate of Incorporation or
the general Corporation Law of the State of Delaware, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.

   4.3.2  The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when a stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

SECTION 5.  FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

   5.1  MEETINGS.  For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board 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, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting.  If no record date is fixed by the Board, the record
date for determining stockholders shall be at the close of business on the day
next preceding the day on





                                       2
<PAGE>   7
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 the meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

   5.2  DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS.  For the purpose of
determining 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 may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than sixty
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 adopts the resolution relating thereto.

SECTION 6.  QUORUM

   A majority of the outstanding shares of stock of the corporation entitled to
vote, present in person or represented by proxy, shall constitute a quorum at a
meeting of the stockholders; provided that where a separate vote by a class or
classes or by a series of a class is required, a majority of the outstanding
shares of such class or classes or of such series of a class, present in person
or represented by proxy at the meeting, shall constitute a quorum entitled to
take action with respect to the vote on that matter.  Shares of stock will be
counted toward a quorum if they are either (i) present in person at the meeting
or (ii) represented at the meeting by a valid proxy, whether the instrument
granting such proxy is marked as casting a vote or abstaining, is left blank or
does not empower such proxy to vote with respect to some or all matters to be
voted upon at the meeting.  If less than a majority of the outstanding shares
entitled to vote are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
If a quorum is present or represented at a reconvened meeting following such an
adjournment, any business may be transacted that might have been transacted at
the meeting as originally called.  The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.

SECTION 7.  ORGANIZATION

   At each meeting of the stockholders, the Chairman of the Board, or in his
absence the Chief Executive Officer, the President or the Vice Chairman of the
Board, or if all of the said officers are absent, a person designated by the
Board, the Chairman of the Board, the Chief Executive Officer, the President or
the Vice Chairman of the Board, or in the absence of such designated person, a
person elected by the holders of a majority in number of shares of stock
present in person or represented by proxy and entitled to vote, shall act as
chairman of the meeting.

   The Secretary, or in his absence or in the event he shall be presiding over
the meeting in accordance with the provisions of this Section, an Assistant
Secretary or, in the absence of





                                       3
<PAGE>   8
the Secretary and all of the Assistant Secretaries, any person appointed by the
chairman of the meeting, shall act as secretary of the meeting.

SECTION 8.  VOTING

   8.1  GENERAL PROVISIONS.  Unless otherwise provided in the Restated
Certificate of Incorporation or a resolution of the Board creating a series of
stock, at each meeting of the stockholders, each holder of any share of any
series or class of stock entitled to vote at such meeting shall be entitled to
one vote for each share of stock having voting power in respect of each matter
upon which a vote is to be taken, standing in his name on the stock ledger of
the corporation on the record date fixed as provided in these By-laws for
determining the stockholders entitled to vote at such meeting.  In all matters
other than the election of Directors, if a quorum is present, the affirmative
vote of the majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required by these By-laws,
the Restated Certificate of Incorporation or the General Corporation Law of the
State of Delaware.  In determining the number of votes cast for or against a
proposal, shares abstaining from voting on a matter (including elections) will
not be treated as a vote for or against the proposal.  A non-vote by a broker
will be treated as if the broker never voted, but a non-vote by a stockholder
will be counted as a vote "for" the management's position.  Where a separate
vote by a class or classes or by a series of a class is required, if a quorum
is present, the affirmative vote of the majority of shares of such class or
classes or series of a class present in person or represented by proxy at the
meeting shall be the act of such class or classes or series of a class.  The
provisions of this Section will govern with respect to all votes of
stockholders except as otherwise provided for in these By-laws, the Restated
Certificate of Incorporation or the General Corporation Law of the State of
Delaware.

   8.2  VOTING FOR DIRECTORS.  At each election of Directors the voting shall
be by written ballot.  Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of Directors.

   8.3  SHARES HELD OR CONTROLLED BY THE CORPORATION.  Shares of its own
capital stock belonging to the corporation, or to another corporation if a
majority of the shares entitled to vote in the election of Directors of such
other corporation is held by the corporation, shall neither be entitled to vote
nor counted for quorum purposes.

   8.4  PROXIES.  A stockholder may vote by proxy executed in writing by the
stockholder or by his attorney-in-fact.  Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting.  A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the corporation.  A proxy shall become invalid three years after the date of
its execution, unless otherwise provided in the proxy.  A proxy with respect to
a specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.





                                       4
<PAGE>   9

SECTION 9.  INSPECTORS

   Prior to each meeting of stockholders, the Board shall appoint at least one
Inspector who is not a Director, candidate for Director or officer of the
corporation, who shall receive and determine the validity of proxies and the
qualifications of voters, and receive, inspect, count and report to the meeting
in writing the votes cast on all matters submitted to a vote at such meeting.
In case of failure of the Board to make such appointments or in case of failure
of any Inspector so appointed to act, the Chairman of the Board shall make such
appointment or fill such vacancies.  Each Inspector, immediately before
entering upon his duties, shall subscribe to an oath or affirmation faithfully
to execute the duties of Inspector at such meeting with strict impartiality and
according to the best of his ability.

SECTION 10.  LIST OF STOCKHOLDERS

   The Secretary or other officer or agent having charge of the stock ledger 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 said
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each class and series registered in the
name of each such 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 be held.  Such 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.  The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section, or the books of the corporation, or
to vote in person or by proxy at any such meeting.

SECTION 11.  STOCKHOLDER PROPOSALS

   At an annual meeting of stockholders, only such business shall be conducted,
and only such proposals shall be acted upon, as shall have been properly
brought before the annual meeting of stockholders (a) by, or at the direction
of, the Board or (b) by a stockholder of the corporation who complies with the
procedures set forth in this Section 11.  For business or a proposal to be
properly brought before an annual meeting of stockholders 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 60 days nor more than 90 days prior to the scheduled date of the
annual meeting, regardless of any postponement, deferral or adjournment of that
meeting to a later date; provided, however, that if less than 70 days' notice
or prior public disclosure of the date of the annual meeting is given or made
to stockholders, notice by the stockholder to be timely must be so delivered or
received not later than the close of business on the 10th day following the
earlier of (i) the day on which such notice of the date of the meeting was
mailed or (ii) the day on which such public disclosure was made.





                                       5
<PAGE>   10
   A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before an annual meeting of stockholders (i)
a description, in 500 words or less, 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 address, as they appear on the corporation's
books, of the stockholders known by such stockholder to be supporting such
proposal, (iii) the class and number of shares of the corporation which are
beneficially owned by such stockholder on the date of such stockholder's notice
and by any other stockholders known by such stockholder to be supporting such
proposal on the date of such stockholder's notice, (iv) a description, in 500
words or less, of any interest of the stockholder in such proposal, and (v) a
representation that the stockholder is a holder of record of stock of the
corporation and intends to appear in person or by proxy at the meeting to
present the proposal specified in the notice.  Notwithstanding anything in
these By-laws to the contrary, no business shall be conducted at a meeting of
stockholders except in accordance with the procedures set forth in this Section
11.

   The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the procedures prescribed by this Section 11, and if
he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing, nothing in this Section 11 shall be interpreted
or construed to require the inclusion of information about any such proposal in
any proxy statement distributed by, at the direction of, or on behalf of, the
Board.


                                  ARTICLE III

                               BOARD OF DIRECTORS

SECTION 1.  NUMBER, QUALIFICATION AND TERM OF OFFICE

   The business, property and affairs of the corporation shall be managed by a
Board consisting of not less than one Director.  The Board shall from time to
time by a vote of a majority of the Directors then in office fix the specific
number of Directors to constitute the Board.  At each annual meeting of
stockholders a Board shall be elected by the stockholders for a term of one
year.  Each Director shall serve until his successor is duly elected and shall
qualify.

SECTION 2.  VACANCIES

   Vacancies in the Board and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a vote of the
majority of the Directors then in office, although less than a quorum, or by a
sole remaining Director, at any regular or special meeting of the Board.





                                       6
<PAGE>   11
SECTION 3.  NOMINATIONS OF DIRECTORS

   Subject to the rights, if any, of the holders of any series of preferred
stock then outstanding, only persons nominated in accordance with the
procedures set forth in this Section 3 shall be eligible for election as
Directors.  Nominations of persons for election to the Board may be made at an
annual meeting of stockholders or special meeting of stockholders called by the
Board for the purpose of electing Directors (i) by or at the direction of the
Board or (ii) by any stockholder of the corporation entitled to vote for the
election of Directors at such meeting who complies with the notice procedure
set forth in this Section 3.  Such nominations, other than those made by or at
the direction of the Board, shall be made pursuant to timely notice 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 60 days nor more than 90 days prior to the
scheduled date of the meeting, regardless of any postponement, deferral or
adjournment of that meeting to a later date; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so delivered or received not later than the close of business on the 10th day
following the earlier of (i) the day on which such notice of the date of the
meeting was mailed or (ii) the day on which such public disclosure was made.

   A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as
a Director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the
class and number of shares of the corporation which are beneficially owned by
such person on the date of such stockholder's notice and (d) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, or any successor statute thereto (the "Exchange Act")
(including without limitation such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected); (ii)
as to the stockholder giving the notice (a) the name and address, as they
appear on the corporation's (or its agent's) books, of such stockholder and any
other stockholders known by such stockholder to be supporting such nominee(s),
(b) the class and number of shares of the corporation which are beneficially
owned by such stockholder on the date of such stockholder's notice and by any
other stockholders known by such stockholder to be supporting such nominee(s)
on the date of such stockholder's notice (c) a representation that the
stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; and (iii) a description
of all arrangements or understandings between the stockholder and each nominee
and other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder.

   No person shall be eligible for election as a Director of the corporation
unless nominated in accordance with the procedures set forth in this Section 3.
The chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in





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<PAGE>   12
accordance with the procedures prescribed by this Section and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.

SECTION 4.  RESIGNATIONS

   Any Director may resign at any time upon written notice to the Board, the
Chairman of the Board, the Chief Executive Officer, the President, the Vice
Chairman of the Board or the Secretary of the corporation.  Such resignation
shall take effect on the date of receipt of such notice or at any later time
specified therein; and the acceptance of such resignation, unless otherwise
required by the terms thereof, shall not be necessary to make it effective.
When one or more Directors shall resign effective at a future date, a majority
of the Directors then in office, including those who have resigned, shall have
power to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective.

SECTION 5.  REMOVALS

   Any Director may be removed, with or without cause, at any special meeting
of the stockholders called for that purpose, by the affirmative vote of the
holders of a majority in number of shares of the corporation entitled to vote
for the election of such Director, and the vacancy in the Board caused by any
such removal may be filled by the stockholders at such a meeting.

SECTION 6.  PLACE OF MEETINGS; BOOKS AND RECORDS

   The Board may hold its meetings, and have an office or offices, at such
place or places within or without the State of Delaware as the Board from time
to time may determine.

   The Board, subject to the provisions of applicable statutes, may authorize
the books and records of the corporation, and offices or agencies for the
issue, transfer and registration of the capital stock of the corporation, to be
kept at such place or places outside of the State of Delaware as, from time to
time, may be designated by the Board.

SECTION 7.  ANNUAL MEETING OF THE BOARD

   The first meeting of each newly elected Board, to be known as the Annual
Meeting of the Board, for the purpose of electing officers, designating
committees and the transaction of such other business as may come before the
Board, shall be held as soon as practicable after the adjournment of the annual
meeting of stockholders, and no notice of such meeting shall be necessary to
the newly elected Directors, provided a quorum shall be present.  In the event
such meeting is not held due to the absence of a quorum, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board, or as shall be
specified in a written waiver signed by all of the newly elected Directors.





                                       8
<PAGE>   13
SECTION 8.  REGULAR MEETINGS

   The Board shall provide for regular meetings of the Board at such times and
at such places as it deems desirable.  Notice of regular meetings need not be
given.

SECTION 9.  SPECIAL MEETINGS

   Special meetings of the Board may be called by the Chairman of the Board,
the Chief Executive Officer, the President or the Vice Chairman of the Board
and shall be called by the Secretary on the written request of three Directors
on such notice as the person or persons calling the meeting shall deem
appropriate in the circumstances.  Notice of each such special meeting shall be
mailed to each Director or delivered to him by telephone, telegraph or any
other means of electronic communication, in each case addressed to his
residence or usual place of business, or delivered to him in person or given to
him orally.  The notice of meeting shall state the time and place of the
meeting but need not state the purpose thereof.  Whenever any notice is
required to be given to any Director under the provisions of these By-laws, the
Restated Certificate of Incorporation or the General Corporation Law of the
State of Delaware, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
or any committee appointed by the Board need be specified in the waiver of
notice of such meeting.  Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting except when a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.

SECTION 10.  QUORUM AND MANNER OF ACTING

   Except as otherwise provided by statute, the Restated Certificate of
Incorporation, or these By-laws, the presence of a majority of the total number
of Directors shall constitute a quorum for the transaction of business at any
regular or special meeting of the Board, and the act of a majority of the
Directors present at any such meeting at which a quorum is present shall be the
act of the Board.  In the absence of a quorum, a majority of the Directors
present may adjourn the meeting, from time to time, until a quorum is present.
Notice of any such adjourned meeting need not be given.

SECTION 11.  ORGANIZATION

   At every meeting of the Board, the Chairman of the Board or in his absence
the Chief Executive Officer, the President or the Vice Chairman of the Board,
or if all of the said officers are absent, a chairman chosen by a majority of
the Directors present shall act as chairman of the meeting.  The Secretary, or
in his absence, an Assistant Secretary, or in the absence of the Secretary and
all the Assistant Secretaries, any person appointed by the chairman of the
meeting, shall act as secretary of the meeting.





                                       9
<PAGE>   14
SECTION 12.  CONSENT OF DIRECTORS IN LIEU OF MEETING

   Unless otherwise restricted by the Restated Certificate of Incorporation or
by these By-laws, any action required or permitted to be taken at any meeting
of the Board, or any committee designated by the Board, may be taken without a
meeting if all members of the Board or committee consent thereto in writing,
and such written consent is filed with the minutes of the proceedings of the
Board or committee.

SECTION 13.  TELEPHONIC MEETINGS

   Members of the Board, or any committee designated by the Board, may
participate in any meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting.

SECTION 14.  COMPENSATION

   Each Director, who is not a full-time salaried officer of the corporation or
any of its wholly owned subsidiaries, when authorized by resolution of the
Board, may receive as a Director a stated salary or an annual retainer, and any
other benefits as the Board may determine, and in addition may be allowed a
fixed fee or reimbursement of his reasonable expenses for attendance at each
regular or special meeting of the Board or any committee thereof.

SECTION 15.  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 of this corporation, or have a
financial interest in such contract or transaction, 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 or committee thereof which
authorizes the contract or transaction, or solely because his or their votes
are counted for such purpose, if:  (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board 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 (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified by the Board, 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 or of a committee which
authorizes the contract or transaction.





                                       10
<PAGE>   15


                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1.  EXECUTIVE COMMITTEE

   The Board may, in its discretion, designate an Executive Committee,
consisting of such number of Directors as the Board may from time to time
determine.  The committee shall have and may exercise all the powers and
authority of the Board 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 the committee shall have no power or authority
to amend the Restated Certificate of Incorporation (except that the committee
may, to the extent authorized in the resolution or resolutions providing for
the issuance of shares of stock adopted by the Board, fix the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series).  The committee
shall have such other powers as the Board may from time to time prescribe.

SECTION 2.  FINANCE COMMITTEE

   The Board may, in its discretion, designate a Finance Committee, consisting
of such number of Directors as the Board may from time to time determine.  The
committee shall monitor, review, appraise and recommend to the Board
appropriate action with respect to the corporation's capital structure, its
source of funds and its financial position; review and recommend appropriate
delegations of authority to management on expenditures and other financial
commitments; review terms and conditions of financing plans; develop and
recommend dividend policies and recommend to the Board specific dividend
payments; and review the performance of the trustee of the corporation's
pension trust fund, and any proposed change in the investment policy of the
trustee with respect to such fund.  The committee shall have such other duties,
functions and powers as the Board may from time to time prescribe.

SECTION 3.  AUDIT COMMITTEE

   The Board shall designate annually an Audit Committee consisting of not less
than two Directors as it may from time to time determine, none of whom shall be
officers or employees of the corporation.  The committee shall review with the
independent accountants the corporation's financial statements, basic
accounting and financial policies and practices, adequacy of controls, standard
and special tests used in verifying the corporation's statements of account and
in determining the soundness of the corporation's financial condition, and the
committee shall report to the Board the results of such reviews; review the
policies and practices pertaining to publication of quarterly and annual
statements to assure consistency with audited results and the implementation of
policies and practices recommended by the independent accountants; ensure that
suitable independent audits are made of the operations and results of
subsidiary corporations





                                       11
<PAGE>   16
and affiliates; and monitor compliance with the corporation's code of business
conduct.  The committee shall have such other duties, functions and powers as
the Board may from time to time prescribe.

SECTION 4.  COMPENSATION COMMITTEE

   The Board shall designate annually a Compensation Committee consisting of
not less than two Directors as it may from time to time determine, none of whom
shall be officers or employees of the corporation.  The committee shall
administer the corporation's executive compensation plans and programs.  In
addition, the committee shall consider proposals with respect to the creation
of and changes to executive compensation plans and will review appropriate
criteria for establishing certain performance measures and determining annual
corporate and executive performance ratings under applicable corporation plans
and programs.  The committee shall have such other duties, functions and powers
as the Board may from time to time prescribe.

SECTION 5.  COMMITTEE CHAIRMAN, BOOKS AND RECORDS

   Each committee shall elect a chairman to serve for such term as it may
determine, shall fix its own rules of procedure and shall meet at such times
and places and upon such call or notice as shall be provided by such rules.  It
shall keep a record of its acts and proceedings, and all action of the
committee shall be reported to the Board at the next meeting of the Board.

SECTION 6.  ALTERNATES

   Alternate members of the committees prescribed by this Article IV may be
designated by the Board from among the Directors to serve as occasion may
require.  Whenever a quorum cannot be secured for any meeting of any such
committee from among the regular members thereof and designated alternates, the
member or members of such committee present at such meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of such absent or disqualified member.

   Alternative members of such committees shall receive a reimbursement for
expenses and compensation at the same rate as regular members of such
committees.

SECTION 7.  OTHER COMMITTEES

   The Board may designate such other committees, consisting of such number of
Directors as the Board may from time to time determine, and each such committee
shall serve for such term and shall have and may exercise, during intervals
between meetings of the Board, such duties, functions and powers as the Board
may from time to time prescribe.





                                       12
<PAGE>   17
SECTION 8.  QUORUM AND MANNER OF ACTING

   At each meeting of any committee the presence of a majority of the members
of such committee, whether regular or alternate, shall be necessary to
constitute a quorum for the transaction of business, and if a quorum is present
the concurrence of a majority of those present shall be necessary for the
taking of any action; provided, however, that no action may be taken by the
Executive Committee or the Finance Committee when one or more officers of the
corporation are present as members at a meeting of either such committee unless
such action shall be concurred in by the vote of at least one member of such
committee who is not an officer of the corporation.


                                   ARTICLE V

                                    OFFICERS

SECTION 1.  NUMBER

   The officers of the corporation shall consist of such of the following as
the Board may from time to time elect or appoint, or as the Chairman of the
Board may from time to time appoint pursuant to Section 6 of this Article V:  a
Chairman of the Board, a Chief Executive Officer, a President, a Vice Chairman
of the Board, a Chief Operating Officer, a Chief Financial Officer, a General
Counsel, a Secretary, a Treasurer, a Controller and one or more of the
following:  Executive Vice President, Senior Vice President, Vice President,
Assistant Vice President, Associate or Assistant General Counsel, Assistant
Secretary, Assistant Treasurer, Assistant Controller and such other officers
with such titles and powers and/or duties as the Board or the Chairman of the
Board, as the case may be, shall from time to time determine.  Officers of the
corporation may simultaneously serve as officers of subsidiaries or divisions
thereof.  Any number of offices may be held by the same person.

SECTION 2.  ELECTION

   The officers of the corporation, except those who may be appointed by the
Chairman of the Board as provided in Section 6 of this Article V, shall be
elected or appointed as soon as practicable after the annual meeting of
stockholders in each year to hold office until the first meeting of the Board
after the annual meeting of stockholders next succeeding his election, or until
his successor is elected and qualified or until his earlier death, resignation
or removal..

SECTION 3.  RESIGNATIONS

   Any elected or appointed officer may resign at any time upon written notice
to the Chairman of the Board or the Secretary of the corporation.  Such
resignation shall take effect upon the date of its receipt or at such later
time as may be specified therein, and unless otherwise required by the terms
thereof, no acceptance of such resignation shall be necessary to make it
effective.





                                       13
<PAGE>   18

SECTION 4.  REMOVALS

   Any elected or appointed officer may be removed, with or without cause, by
the Board at any regular or special meeting of the Board, and in the case of an
officer appointed pursuant to Section 6 of this Article V, may be so removed by
the Chairman of the Board.  Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation, but the
election or appointment of any officer shall not of itself create contractual
rights.

SECTION 5.  VACANCIES

   Any vacancy occurring in any office by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board at
any regular or special meeting or as otherwise provided in these By-laws.

SECTION 6.  CHAIRMAN OF THE BOARD

   The Chairman of the Board shall, when present, preside at all meetings of
the stockholders and the Board; have authority to call special meetings of the
stockholders and of the Board; have authority to sign and acknowledge in the
name and on behalf of the corporation all stock certificates, contracts or
other documents and instruments except where the signing thereof shall be
expressly delegated to some other officer or agent by the Board or required by
law to be otherwise signed or executed and, unless otherwise provided by law or
by the Board may authorize any officer, employee or agent of the corporation to
sign, execute and acknowledge in his place and stead all such documents and
instruments; he shall fix the compensation of officers of the corporation,
other than his own compensation, and the compensation of officers of its
principal operating subsidiaries reporting directly to him unless such
authority is otherwise reserved to the Board or a committee thereof; and he
shall approve proposed employee compensation and benefit plans of subsidiary
companies not involving the issuance or purchase of capital stock of the
corporation.  He shall have the power to appoint and remove any Vice President,
Controller, General Counsel, Secretary or Treasurer of the corporation.  He
shall also have the power to appoint and remove such associate or assistant
officers of the corporation with such titles and duties as he may from time to
time deem necessary or appropriate.  He shall have such other powers and
perform such other duties as from time to time may be assigned to him by the
Board or the Executive Committee.

   The Chairman of the Board is hereby authorized, without further approval of
the Finance Committee or the Board:

   (a)          To approve individual expenditures by the corporation of up to
                $10 million each for individual expenditures in categories not
                presented to the Board in the annual budget or plan, including
                but not limited to individual expenditures pertaining to
                operating expenses, purchases, leases, options to purchase or
                lease assets, investments, business acquisitions, land
                purchases, products or services acquisitions, bid or
                performance bonds (provided however, that the authority to
                issue such a bond shall not be deemed to





                                       14
<PAGE>   19
                authorize the activity covered thereby unless such activity
                would itself be authorized hereunder), litigation settlements,
                charitable donations and political contributions.

   (b)          To approve expenditures by the corporation for the amounts
                (subject to subparagraph (c) below) presented to the Board in
                the annual budget or plan, including but not limited to
                individual expenditures pertaining to operating and capital
                expenses, purchases, leases, options to purchase or lease
                assets, investments, business acquisitions, land purchases,
                products or services acquisitions, bid or performance bonds
                (provided however, that the authority to issue such a bond
                shall not be deemed to authorize the activity covered thereby
                unless such activity would itself be authorized hereunder),
                litigation settlements, charitable donations and political
                contributions.

   (c)          To approve individual cost overruns of up to 10% of any amounts
                approved by or presented to the Board.

   (d)          To enter into leases or extensions thereof and other agreements
                with respect to the assets of the corporation, including
                interests in minerals and real estate, for a term of not more
                than 10 years or for an unlimited term if the aggregate initial
                rentals, over the term of the lease, including renewal options,
                do not exceed $20 million.

   (e)          To approve capital contributions to the corporation's
                subsidiaries and to enter into performance and financial
                guarantees for the benefit of the corporation's subsidiaries.

   (f)          To approve disposition of assets and interests in securities of
                subsidiaries or related commitments, provided that the
                aggregate market value of the assets being disposed of in any
                one such transaction does not exceed $20 million.

   (g)          To approve increases in the capital budgets of the
                corporation's operating subsidiaries provided such increases in
                the aggregate do not exceed 10% of the corporation's capital
                budget for the fiscal year.

   (h)          To approve in emergency situations commitments in excess of the
                above-described limits provided they are in the interests of
                the corporation.

The above delegation of authority does not authorize the corporation or its
subsidiaries to make a significant change in its business or to issue the
corporation's capital stock without the specific approval of the Board.
Notwithstanding the foregoing limitations, the Chairman of the Board shall have
such power and authority as is usual, customary and desirable to perform all
the duties of the office (including, but not limited to, the approval of
payments or arrangements made in connection with the corporation's debt,
interest, tax, contractual, and regulatory obligations) necessary to, and
consistent with, the businesses of the corporation and its subsidiaries.





                                       15
<PAGE>   20
SECTION 7.  CHIEF EXECUTIVE OFFICER

   The Chief Executive Officer shall assist the Chairman of the Board in the
performance of his duties and shall perform those duties assigned to him in
other provisions of the By-laws and such other duties as may from time to time
be assigned to him by the Board or the Chairman of the Board.  In the absence
or disability of the Chairman of the Board, or at his request, the Chief
Executive Officer may preside at any meeting of the stockholders or of the
Board and, in such circumstances, may exercise any of the other powers or
perform any of the other duties of the Chairman of the Board.  Subject to
delegations by the Chairman of the Board pursuant to Section 6 of this Article
V, the Chief Executive Officer may sign or execute, in the name of the
corporation, all stock certificates, deeds, mortgages, bonds, contracts or
other documents and instruments, except in cases where the signing or execution
thereof shall be required by law or shall have been expressly delegated by the
Board or these By-laws to some other officer or agent of the corporation.

SECTION 8.  PRESIDENT

   The President shall have general authority over the property, business and
affairs of the corporation, and over all subordinate officers, agents and
employees of the corporation, subject to the control and direction of the
Board, the Executive Committee, the Chairman of the Board and the Chief
Executive Officer, including the power to sign and acknowledge in the name and
on behalf of the corporation all stock certificates, deeds, mortgages, bonds,
contracts or other documents and instruments except when the signing thereof
shall be expressly delegated to some other officer or agent by the Board or
required by law to be otherwise signed or executed and, unless otherwise
provided by law or by the Board, may delegate to any officer, employee or agent
of the corporation authority to sign, execute and acknowledge in his place and
stead all such documents and instruments.

SECTION 9.  VICE CHAIRMAN OF THE BOARD

   The Vice Chairman of the Board shall assist the Chairman of the Board, the
Chief Executive Officer and the President, in the performance of their duties
and shall perform those duties assigned to him in other provisions of the By-
laws and such other duties as may from time to time be assigned to him by the
Board, the Chairman of the Board, the Chief Executive Officer or the President.
In the absence or disability of the Chairman of the Board, the Chief Executive
Officer or the President, or at the request of any of them, the Vice Chairman
of the Board may preside at any meeting of the stockholders or of the Board
and, in such circumstances, may exercise any of the other powers or perform any
of the other duties of the Chairman of the Board, the Chief Executive Officer
or the President. Subject to delegations by the Chairman of the Board pursuant
to Section 6 of this Article V, the Vice Chairman of the Board may sign or
execute, in the name of the corporation, all stock certificates, deeds,
mortgages, bonds, contracts or other documents and instruments, except in cases
where the signing or execution thereof shall be required by law or shall have
been expressly delegated by the Board or these By-laws to some other officer or
agent of the corporation.





                                       16
<PAGE>   21
SECTION 10.  CHIEF OPERATING OFFICER

   The Chief Operating Officer shall have direct management responsibility for
the general business operations of the corporation, and he shall have such
powers and perform such duties as may be incident to the office of chief
operating officer of a corporation, those duties assigned to him by other
provisions of the By-laws, and such other duties as may from time to time be
assigned to him either directly or indirectly by the Board, the Chairman of the
Board, the Chief Executive Officer, the President or the Vice Chairman of the
Board.  Subject to delegations by the Chairman of the Board pursuant to Section
6 of this Article V, the Chief Operating Officer may sign or execute, in the
name of the corporation, all stock certificates, deeds, mortgages, bonds,
contracts or other documents and instruments, except in cases where the signing
or execution thereof shall be required by law or shall have been expressly
delegated by the Board or these By-laws to some other officer or agent of the
corporation.

SECTION 11.  CHIEF FINANCIAL OFFICER

   The Chief Financial Officer shall have responsibility for development and
administration of the corporation's financial plans and all financial
arrangements, its cash deposits and short term investments, its accounting
policies and its federal and state tax returns.  The Chief Financial Officer
shall also be responsible for the corporation's internal control procedures and
for its relationship with the financial community.  The Chief Financial Officer
shall perform all the duties incident to the office of chief financial officer
of a corporation, those duties assigned to him by other provisions of these By-
laws and such other duties as may be assigned to him either directly or
indirectly by the Board, the Chairman of the Board, the Chief Executive
Officer, the President, the Vice Chairman of the Board or the Chief Operating
Officer, or as may be provided by law.

SECTION 12.  VICE PRESIDENTS

   Each Executive Vice President, Senior Vice President and Vice President
shall have such powers and perform such duties as may from time to time be
assigned to him, directly or indirectly, either generally or in specific
instances, by the Board, the Chairman of the Board, the Chief Executive
Officer, the President, the Vice Chairman of the Board or the Chief Operating
Officer.

   Subject to delegations by the Chairman of the Board pursuant to Section 6 of
this Article V, each Executive Vice President, Senior Vice President and Vice
President shall perform all duties incident to the office of vice president of
a corporation and shall have authority to sign or execute, in the name of the
corporation, all stock certificates, deeds, mortgages, bonds, contracts or
other documents or instruments, except in cases where the signing or execution
thereof shall have been expressly delegated by the Board or these By-laws to
some other officer or agent of the corporation.





                                       17
<PAGE>   22
SECTION 13.  GENERAL COUNSEL

   The General Counsel shall be the chief legal advisor of the corporation and
shall have responsibility for the management of the legal affairs and
litigation of the corporation and, in general, he shall perform the duties
incident to the office of general counsel of a corporation and such other
duties as may be assigned to him either directly or indirectly by the Board,
the Chairman of the Board, the Chief Executive Officer, the President or the
Vice Chairman of the Board, or as may be provided by law.

SECTION 14.  SECRETARY

   The Secretary shall keep the minutes of meetings of the stockholders and of
the Board in books provided for the purpose; he shall see that all notices are
duly given in accordance with the provisions of these By-laws or as required by
law; he shall be custodian of the records and of the corporate seal or seals of
the corporation; he shall see that the corporate seal is affixed to all
documents requiring same, the execution of which, on behalf of the corporation,
under its seal, is duly authorized, and when said seal is so affixed he may
attest same; and, in general, he shall perform all duties incident to the
office of the secretary of a corporation, and such other duties as from time to
time may be assigned to him directly or indirectly by the Board, the Chairman
of the Board, the Chief Executive Officer, the President, the Vice Chairman of
the Board or the General Counsel, or as may be provided by law.  Any Assistant
Secretary may perform any of the duties or exercise any of the powers of the
Secretary at the request of, or in the absence or disability of, the Secretary
or otherwise as occasion may require in the administration of the business and
affairs of the corporation.

SECTION 15.  TREASURER

   The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the corporation, and shall deposit,
or cause to be deposited, in the name of the corporation, all moneys or other
valuable effects in such banks, trust companies or other depositaries as shall,
from time to time, be selected by or under authority of the Board; if required
by the Board, he shall give a bond for the faithful discharge of his duties,
with such surety or sureties as the Board may determine; he shall keep or cause
to be kept full and accurate records of all receipts and disbursements in books
of the corporation; and, in general, he shall perform the duties incident to
the office of treasurer of a corporation and such other duties as may be
assigned to him directly or indirectly by the Board, the Chairman of the Board,
the Chief Executive Officer, the President, the Vice Chairman of the Board, the
Chief Operating Officer or the Chief Financial Officer, or as may be provided
by law.  Any Assistant Treasurer may perform any of the duties or exercise any
of the powers of the Treasurer at the request of, or in the absence or
disability of, the Treasurer or otherwise as occasion may require in the
administration of the business and affairs of the corporation.





                                       18
<PAGE>   23

SECTION 16.  CONTROLLER

   The Controller shall be the chief accounting officer of the corporation.  He
shall keep full and accurate accounts of the assets, liabilities, commitments,
receipts, disbursements and other financial transactions of the corporation;
shall cause regular audits of the books and records of account of the
corporation and shall supervise the preparation of the corporation's financial
statements; and, in general, he shall perform the duties incident to the office
of controller of a corporation and such other duties as may be assigned to him
directly or indirectly by the Board, the Audit Committee, the Chairman of the
Board, the Chief Executive Officer, the President, the Vice Chairman of the
Board, the Chief Operating Officer or the Chief Financial Officer, or as may be
provided by law.

SECTION 17.  ABSENCE OR DISABILITY OF OFFICERS

   In the absence or disability of the Chairman of the Board, the Chief
Executive Officer, the President or the Vice Chairman of the Board, the Board
or a committee thereof may designate individuals to perform the duties of those
absent or disabled.


                                   ARTICLE VI

                    STOCK CERTIFICATES AND TRANSFER THEREOF

SECTION 1.  STOCK CERTIFICATES

   Except as otherwise permitted by statute, the Restated Certificate of
Incorporation or resolution or resolutions of the Board, every holder of stock
in the corporation shall be entitled to have a certificate, signed by or in the
name of the corporation by the Chairman of the Board, the Chief Executive
Officer, the President, the Vice Chairman of the Board, the Chief Operating
Officer, the Chief Financial Officer or any 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, and the class and series thereof,
owned by him in the corporation.  Any and all of the signatures on the
certificate may be a facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.  The Board or the Chairman of the Board shall determine the form of
stock certificate of the corporation.

SECTION 2.  TRANSFER OF STOCK

   Transfer of shares of the capital stock of the corporation shall be made
only on the books (whether physically or electronically) of the corporation by
the holder thereof, or by his attorney duly authorized, and on surrender of the
certificate or certificates for such shares.  A person in whose name shares of
stock stand on the books of the corporation shall be deemed the owner





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thereof as regards the corporation, and the corporation shall not, except as
expressly required by statute, be bound to recognize any equitable or other
claim to, or interest in, such shares on the part of any other person whether
or not it shall have express or other notice thereof.

SECTION 3.  TRANSFER AGENTS AND REGISTRARS

   The Board or the Chairman of the Board, as appropriate, may appoint
responsible banks or trust companies from time to time to act as transfer
agents and registrars of the stock of the corporation, as may be required by
and in accordance with applicable laws, rules and regulations.  Except as
otherwise provided by the Board or the Chairman of the Board, as appropriate,
in respect of temporary certificates, no certificates for shares of capital
stock of the corporation shall be valid unless countersigned by a transfer
agent and registered by one of such registrars.

SECTION 4.  ADDITIONAL REGULATIONS

   The Board or the Chairman of the Board, as appropriate, may make such
additional rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of the capital stock of
the corporation.

SECTION 5.  LOST, STOLEN OR DESTROYED CERTIFICATES

   The Board or the Chairman of the Board may provide for the issuance of new
certificates of stock to replace certificates of stock lost, stolen or
destroyed, or alleged to be lost, stolen or destroyed, upon such terms and in
accordance with such procedures as the Board or the Chairman of the Board shall
deem proper and prescribe.


                                  ARTICLE VII

                            DIVIDENDS, SURPLUS, ETC.

   Except as otherwise provided by statute or the Restated Certificate of
Incorporation, the Board may declare dividends upon the shares of its capital
stock either (1) out of its surplus, or (2) in case there shall be no surplus,
out of its net profits for the fiscal year, whenever, and in such amounts as,
in its opinion, the condition of the affairs of the corporation shall render it
advisable.  Dividends may be paid in cash, in property, or in shares of the
capital stock of the corporation.


                                  ARTICLE VIII

                                      SEAL

   The corporation may have a corporate seal which shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware."  The





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corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.


                                   ARTICLE IX

                                  FISCAL YEAR

   The fiscal year of the corporation shall begin on the first day of January
of each year, or on such other day as may be fixed from time to time by the
Board.


                                   ARTICLE X

                                INDEMNIFICATION

SECTION 1.  RIGHT TO INDEMNIFICATION

   Each person who was or is made a party or is threatened to be made a party
to or is involved (including, without limitation, as a witness) in any actual
or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he is or was a Director, officer or employee of the corporation or is
or was serving at the request of the corporation as a Director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, officer,
employee or agent or in any other capacity while serving as such a Director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the full extent authorized by the General Corporation Law of the
State of Delaware, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), or by other applicable law
as then in effect, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
to be paid in settlement) actually and reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as
to an indemnitee who has ceased to be a Director, officer, employee or agent
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that except as provided in Section 2 of this
Article with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by the
Board of the corporation.  The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "advancement of expenses"); further
provided, however, that, if the General Corporation Law of the State of
Delaware requires, an advancement of expenses incurred by an indemnitee in his
capacity as a





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Director, officer or employee (and not in any other capacity in which service
was or is rendered by such indemnitee while a Director, officer or employee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the corporation of an undertaking, by or on behalf
of such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined that such indemnitee is not entitled to be indemnified under this
Section 1, or otherwise.

SECTION 2.  RIGHT OF INDEMNITEE TO BRING SUIT

   If a claim under Section 1 of this Article is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim and, to the extent successful in whole or in part, the
indemnitee shall be entitled to be paid also the expense of prosecuting such
suit.  The indemnitee shall be presumed to be entitled to indemnification under
this Article upon submission of a written claim (and, in an action brought to
enforce a claim for an advancement of expenses, where the required undertaking,
if any is required, has been tendered to the corporation), and thereafter the
corporation shall have the burden of proof to overcome the presumption that the
indemnitee is not so entitled.  Neither the failure of the corporation
(including its Board, independent legal counsel, or its stockholders), to have
made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances, nor an actual
determination by the corporation (including its Board, independent legal
counsel or its stockholders) that the indemnitee is not entitled to
indemnification, shall be a defense to the suit or create a presumption that
the indemnitee is not so entitled.

SECTION 3.  NONEXCLUSIVITY OF RIGHTS

   The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Restated
Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested Directors or otherwise.

SECTION 4.  INSURANCE, CONTRACTS AND FUNDING

   The corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.  The corporation may enter
into contracts with any indemnitee in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article.





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<PAGE>   27
SECTION 5.  WHOLLY OWNED SUBSIDIARIES

   Any person who is or was serving as a Director of a wholly owned subsidiary
of the corporation shall be deemed, for purposes of this Article only, to be a
Director, officer or employee of the corporation entitled to indemnification
under this Article.

SECTION 6.  INDEMNIFICATION OF AGENTS OF THE CORPORATION

   The corporation may, by action of the Board from time to time, grant rights
to indemnification and advancement of expenses to agents of the corporation
with the same scope and effect as the provisions of this Article with respect
to the indemnification and advancement of expenses of Directors, officers and
employees of the corporation.


                                   ARTICLE XI

                      CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

SECTION 1.  CHECKS, DRAFTS, ETC.; LOANS

   All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall, from time to time, be determined by resolution of the Board.
No loans shall be contracted on behalf of the corporation unless authorized by
the Board.  Such authority may be general or confined to specific
circumstances.

SECTION 2.  DEPOSITS

   All funds of the corporation shall be deposited, from time to time, to the
credit of the corporation in such banks, trust companies or other depositories
as the Board may select, or as may be selected by any officer or officers,
agent or agents of the corporation to whom such power may, from time to time,
be delegated by the Board; and for the purpose of such deposit, the Chairman of
the Board, the Chief Executive Officer, the President, the Vice Chairman of the
Board, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer or any Assistant Treasurer, or any other officer or
agent to whom such power may be delegated by the Board, may endorse, assign and
deliver checks, drafts and other order for the payment of money which are
payable to the order of the corporation.


                                  ARTICLE XII

                                   AMENDMENTS

   These By-laws may be altered or repealed and new By-laws may be made by the
affirmative vote, at any meeting of the Board, of a majority of the entire
Board, subject to the rights of the





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<PAGE>   28
stockholders of the corporation to amend or repeal By-laws made or amended by
the Board by the affirmative vote of the holders of record of a majority in
number of shares of the outstanding stock of the corporation present or
represented at any meeting of the stockholders and entitled to vote thereon,
provided that notice of the proposed action be included in the notice of such
meeting.

                                  ARTICLE XIII

                                 MISCELLANEOUS

   All references and uses herein of the masculine pronouns "he" or "his" shall
have equal applicability to and shall also mean their feminine counterpart
pronouns, such as "she" or "her."





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