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                                  EXHIBIT 99.2

                                     BYLAWS
                                       OF
                        UNION OIL COMPANY OF CALIFORNIA
                      (As amended through March 30, 1998)

                                   ARTICLE I
                                  FISCAL YEAR

  Section 1.  The fiscal year of Union Oil Company of California (hereinafter
called the "Company") shall end on the thirty-first day of December of each
year.

                                   ARTICLE II
                                    OFFICES

  Section 1.  PRINCIPAL OFFICE.  The principal office for the transaction of
business of the Company is hereby fixed and located at 2141 Rosecrans Avenue,
Suite 4000, in the City of El Segundo, County of Los Angeles, State of
California.  The Board of Directors (hereinafter sometimes called the "Board")
is hereby granted full power and authority to change said principal office from
one location to another in said county.

                                  ARTICLE III
                                  SHAREHOLDERS

  Section 1.  ANNUAL MEETINGS.  The annual meetings of the shareholders shall be
held at 10:00 o'clock A.M. on the fourth Monday in May of each year if not a
legal holiday, for the purpose of electing directors, consideration of reports
of the affairs of the Company, and for the transaction of any other business
which is within the powers of the shareholders and properly brought before the
meeting.  If the fourth Monday in May is a legal holiday, the annual meeting of
the shareholders shall be held at 10:00 o'clock A.M. on the preceding or
subsequent Monday as fixed by resolution of the Board.

  Section 2.  SPECIAL MEETINGS.  Special meetings of the shareholders for any
purpose whatsoever may be called at any time by the Chairman of the Board, the
Chief Executive Officer, the Board, or by one or more shareholders holding not
less than ten percent of the voting power of the Company upon request in writing
to the Chairman of the Board, the Chief Executive Officer, the President, a Vice
President or the Secretary.  The business transacted at special meetings shall
be confined to the purpose or purposes stated in the notice of such meetings.

  Section 3.  NOTICE OF MEETINGS.  Written notice of each annual or special
meeting of shareholders shall be given to each shareholder entitled to vote
thereat not less than ten nor more than sixty days before the meeting.

  Section 4.  PLACE OF MEETINGS.  All meetings of shareholders, whether annual
or special, shall be held at the principal office of the Company or at such
other place, within or without the State of California, as the Board may from
time to time designate pursuant to authority hereinafter granted it.  In the
absence of any such designation, shareholders' meetings shall be held at the
principal office of the Company.
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  Section 5.  VOTING RIGHTS.  Shareholders entitled to vote at shareholder
meetings shall be entitled to one vote for each full share.  A fraction of a
share or a fractional interest in a share shall not be entitled to any voting
rights whatsoever.

  Section 6.  CONDUCT OF MEETINGS.  The decisions of the Chairman of the Board
or officer presiding at all shareholders' meetings shall govern in all matters
relating to the conduct of the meeting.

  Section 7.  VOTING.  Directors shall be elected in accordance with the
provisions of the California Corporations Code by holders of shares entitled to
vote in the election; provided, however, a nomination shall be accepted, and
votes cast for a nominee shall be counted by the inspectors of election, only if
the Secretary of the Company has received at least twenty-four hours prior to
the meeting a statement over the signature of the nominee that such person
consents to being a nominee and, if elected, intends to serve as a director.

  Section 8.  ACTION WITHOUT A MEETING.  Any action which may be taken at any
annual or special meeting may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of the outstanding shares 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.
Directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

  Section 1.  POWERS.  Subject to the limitations of the Restated Articles of
Incorporation of the Company and of the California General Corporation Law as to
action required or authorized to be approved by the shareholders, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the Company shall be managed by, the Board of Directors.

  Section 2.  NUMBER.  The exact number of directors of the Company, within the
limits specified in Article Fourth of the Company's Restated Articles of
Incorporation, shall be ten (10) until changed in the manner provided by law.

  Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.  The Board shall appoint a
Chairman, who shall preside at all meetings of the Board of Directors and shall
have such other powers and duties as may from time to time be assigned by the
Board of Directors or prescribed by the Bylaws.  The Board may also appoint a
Vice Chairman, who shall preside at all meetings of the Board of Directors in
the absence of the Chairman and shall have such other powers and duties as may
from time to time be assigned by the Board of Directors or prescribed by the
Bylaws.

  Section 4.  ANNUAL MEETINGS.  Immediately following each annual meeting of
shareholders, the Board shall hold its annual meeting for the purpose of
organization, election of officers and the transaction of any other business.

  Section 5.  REGULAR MEETINGS.  Regular meetings of the Board shall be held at
the times and on the dates fixed by resolution of the Board.

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  Section 6.  SPECIAL MEETINGS.  Special meetings of the Board for any purpose
or purposes whatsoever may be called by the Chairman of the Board or the Chief
Executive Officer or, in the absence or inability of either of them, by the
President, the Chief Financial Officer, or by at least two of the directors at
the time in office.

  Section 7.  NOTICE OF MEETINGS.  Notice of annual meetings and of regular
meetings of the Board is hereby dispensed with.  Notice of special meetings must
be given at least two days in advance if given by mail, or at least twenty-four
hours in advance if delivered personally or given by telephone or telegram.

  Section 8.  PLACE OF MEETINGS.  All meetings of the Board, whether annual,
regular or special meetings, shall be held at any place within or without the
State of California which has been designated from time to time by resolution of
the Board or in the notice of the meeting.  In the absence of such designation
all directors' meetings shall be held at the principal office of the Company.

  Section 9.  QUORUM.  A majority of the exact number of directors specified in
Section 2 of ARTICLE IV of the Bylaws shall constitute a quorum of the Board of
Directors for the transaction of business; provided, however, that vacancies on
the Board may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, each such director to hold
office until a successor is elected at an annual or special meeting of the
shareholders.

  Section 10.  COMPENSATION OF DIRECTORS.  Directors and members of committees
appointed by the Board shall receive such compensation, if any, for their
services, and such reimbursement for their expenses as may be fixed or
determined by resolution of the Board.  The Board may, however, in any such
resolution provide that directors who are also employees of the Company or any
of its subsidiaries shall not receive additional compensation for services as a
director or member of a committee appointed by the Board.

  Section 11.  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS.

(a)  The Company shall, to the maximum extent permitted by the General
Corporation Law of California, indemnify each of its directors and officers
against all expense, liability, and loss, including without limitation,
attorneys' fees, judgments, fines, ERISA excise taxes, penalties, amounts paid
or to be paid in settlement, and any other amounts actually incurred in
connection with any proceeding arising by reason of the fact any such person is
or was a director or officer of the Company and shall advance to such director
or officer expenses incurred in defending any such proceeding to the maximum
extent permitted by such law. For purposes of this section, a "director" or
"officer" of the Company includes any person who is or was a director or officer
of the Company, or is or was serving at the request of the Company as a
director, officer, trustee, or fiduciary, or in a similar capacity, of another
foreign or domestic corporation, limited liability company, partnership, joint
venture, trust, or any other enterprise or entity whatsoever, including without
limitation service with respect to employee benefit plans.

(b)  The Board of Directors may in its discretion provide by resolution, either
on a general basis or as to specific employees or agents, for similar
indemnification of, or advance of expenses to, other employees or agents of the
Company, and likewise may refuse to provide for such indemnification or advance
of expenses except to the extent such indemnification is mandatory under the
California General Corporation Law.

(c)  The Company shall maintain in full force and effect, at its own expense,
director and officer liability insurance ("Insurance") coverage for each
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director and officer in amounts and scope at least as favorable as that
maintained by the Corporation on September 30, 1996, or, to the extent more
favorable, any Insurance

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policy entered into or renewed by the Company following such date.
Notwithstanding the foregoing, if the Company, after using its best efforts,
cannot obtain and purchase such coverage for an amount no more than what it paid
for the most recent expiring Insurance policy plus a reasonable additional
amount, the Company shall only be required to purchase such Insurance coverage
for any act or omission occurring at or prior to the time of such date.

(d)  The rights provided to any person by this bylaw shall be enforceable
against the Company by such person, who shall be presumed to have relied upon it
in serving or continuing to serve as a director or officer, as provided above.
No amendment of this bylaw shall impair the rights of any person arising at any
time with respect to events occurring prior to such amendment, including,
without limitation, any right of a director or officer to Insurance for any act
or omission occurring at or prior to the time of such amendment.

  Section 12.  AUTHORITY TO DESIGNATE PLACE OF SHAREHOLDERS' MEETINGS.  The
Board is hereby granted full power and authority to designate from time to time
any place within or without the State of California for the holding of any
shareholders' meeting, whether annual or special.

  Section 13.  COMMITTEES.  The Board may, by resolution, appoint one or more
committees, in addition to an Executive Committee and a Board Management
Committee, to consist of two or more of the directors of the Company, and
prescribe their duties and powers.  A majority of the members of any such
committee may determine its action and fix the time and place of its meetings
unless the Board shall otherwise provide.  The Board shall have the power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee.

  Section 14.  ACTION BY WRITTEN CONSENT.  Any action required or permitted to
be taken by the Board or any committee thereof may be taken without a meeting,
if all members of the Board or such committee, as the case may be, shall
individually or collectively consent in writing to such action.  Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board.

  Section 15.  CONFERENCE CALLS.  Members of the Board or any committee thereof
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another.

                                   ARTICLE V
                              EXECUTIVE COMMITTEE

  Section 1.  NUMBER AND COMPOSITION.  The Board of Directors shall appoint from
its membership, annually, an Executive Committee of three or more directors.
Included on the Executive Committee shall be the Chief Executive Officer of the
Company.  Each member of the Executive Committee shall hold membership at the
pleasure of the Board, which shall have the exclusive power to fill vacancies
thereon as they may occur.  The Chairman of the Executive Committee shall be the
Chief Executive Officer of the Company.

  Section 2.  POWERS.  The Executive Committee, during the intervals between
meetings of the Board, shall have and there is hereby granted to it all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Company, except that the Executive Committee shall not be
permitted to fill vacancies on the Board or on any committee, approve any action
for which approval of the shareholders is also required by the California
General Corporation Law, amend or repeal any resolution of

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the Board which by its express terms is not so amendable or repealable, or
appoint other committees of the Board or the members thereof or take any other
action which may not be delegated to a committee of the Board under the
California General Corporation Law.

  Section 3.  PROCEDURE.  Two members of the Executive Committee shall
constitute a quorum of the Executive Committee for the transaction of business.
The Executive Committee, by vote of a majority of its members, shall fix its own
times and places of meetings and shall prescribe its own rules of procedure; no
change in which shall be made save by a majority vote of its members.

  Section 4.  RECORDS AND REPORTS.  The Executive Committee shall keep regular
minutes of all business transacted at its meetings, and all action of the
Executive Committee shall be reported to the Board at its next ensuing meeting.

  Section 5.  COMPENSATION.  Members of the Executive Committee may receive such
compensation, if any, for their services, and such reimbursement for their
expenses, as may be fixed or determined by the Board.

                                   ARTICLE VI
                           BOARD MANAGEMENT COMMITTEE

  Section 1.  NUMBER AND COMPOSITION.  The Board of Directors shall appoint from
its membership, annually, a Board Management Committee composed of the directors
who are employee officers of the Company.  The Chairman of the Board Management
Committee shall be the Chief Executive Officer of the Company.

  Section 2.  POWERS.  The Board Management Committee, during the intervals
between meetings of the Board, shall have and there is hereby granted to it all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Company, subject to approval limits established by
resolution of the Board of Directors as deemed appropriate from time to time,
but the Board Management Committee shall not be permitted to fill vacancies on
the Board or on any committee, appoint officers, approve any action for which
approval is also required by the California General Corporation Law, to amend or
repeal any resolution of the Board or of the Executive Committee which by its
express terms is not so amendable or repealable, or to appoint other committees
of the Board or the members thereof or take any other action which may not be
delegated to a committee of the Board under the California General Corporation
Law.

  Section 3.  PROCEDURE.  Two members of the Board Management Committee shall
constitute a quorum of the Board Management Committee for the transaction of
business.  The Board Management Committee, by vote of a majority of its members,
shall fix its own times and places of meetings and shall prescribe its own rules
of procedure; no change in which shall be made save by a majority vote of its
members.

  Section 4.  RECORDS.  The Board Management Committee shall keep regular
minutes of all business transacted at its meetings.

                                  ARTICLE VII
                                    OFFICERS

  Section 1.  OFFICERS.  The officers of the Company shall be a Chief Executive
Officer, a President, a Chief Financial Officer, a Vice President, a Secretary,
a Comptroller, a Treasurer, and a Chief Legal Officer.  The

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Company may also have, at the discretion of the Board, one or more additional
Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and one or more Assistant Comptrollers, and the Board may appoint
such other officers as it may deem necessary or advisable, who shall have such
authority and perform such duties as from time to time may be prescribed by the
Board, the Chairman of the Board, or the Chief Executive Officer. Any two or
more offices may be held by the same person.

  Section 2.  ELECTION AND REMOVAL.  The officers of the Company shall be chosen
annually by the Board at its annual meeting and each shall hold office until the
corresponding annual meeting of the Board in the next year and until a successor
shall be elected and qualified unless such officer shall theretofore resign or
shall be removed or otherwise disqualified to serve.  The Board may remove any
officer either with or without cause or under such other terms or conditions as
it may prescribe.  Vacancies may be filled by the Board as they may occur.

  Section 3.  POWERS AND DUTIES.

(a)  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall be the officer,
reporting directly to the Board, responsible for overall management of the
Company and shall have general supervision, direction and control over the
business and affairs of the Company and its officers. The Chief Executive
Officer shall be a member of the Executive Committee and of the Board Management
Committee and in general shall perform all duties incident to the office of
Chief Executive Officer and shall have such powers and duties as may from time
to time be assigned by the Board of Directors or prescribed by the Bylaws.

(b)  PRESIDENT.   The President in general shall perform all duties incident to
the office of President, and shall have such powers and duties as may from time
to time be assigned by the Board of Directors, the Chief Executive Officer or
prescribed by the Bylaws.

(c)  CHIEF FINANCIAL OFFICER AND VICE PRESIDENTS.  The Chief Financial Officer
and each Vice President shall have such authority and shall perform such duties
as shall from time to time be assigned by the Board, the Chief Executive Officer
or prescribed by the Bylaws.

(d)  SECRETARY.  The Secretary shall keep, or cause to be kept, a book of
minutes, at the principal office and/or such other place or places as the Board
may order, of all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and if special how authorized, the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings thereof.

  The Secretary shall keep or cause to be kept at the principal office, or at
the office of the Company's transfer agent, a share register, which may be an
electronic database, showing the names of the shareholders of record and their
addresses, the number and classes of shares held by each, the numbers and dates
of the certificates issued for those shares, and the numbers and dates of
cancellation of every certificate surrendered for cancellation.

  The Secretary shall give or cause to be given notice of all meetings of the
shareholders and the Board required to be given by the Bylaws or by law.  The
Secretary shall have charge of and be custodian of the seal of the Company and
the minute books and documents relating to the existence and governance of the
Company.

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  The Secretary shall have such other powers and perform such other duties as
may from time to time be prescribed by the Board, the Chairman of the Board, the
Chief Executive Officer or the Bylaws, and shall in general, subject to control
of the Board, the Chairman of the Board and the Chief Executive Officer, perform
all the duties usually incident to the office of secretary of a corporation.

  (e) ASSISTANT SECRETARIES.  Each Assistant Secretary shall assist the
Secretary and, in the absence or disability of the Secretary, may perform the
duties of the Secretary unless and until the contrary is expressed by the Board,
and shall perform such other duties as may be prescribed by the Board or the
Secretary.

  (f) TREASURER.  The Treasurer shall have custody of and be responsible for all
the monies and funds of the Company.  The Treasurer shall deposit or cause to be
deposited all Company monies, funds and other valuables in the name and to the
credit of the Company in such bank or banks as shall be proper or as shall be
directed by the Board, the Chief Executive Officer, or the Chief Financial
Officer, and shall disburse the funds of the Company which have been duly
approved for disbursement.  The Treasurer shall enter or cause to be entered
regularly in the books of the Company full and accurate accounts of all monies
received and paid out on account of the Company.

  The Treasurer shall have such other powers and perform such other duties as
may from time to time be prescribed by the Board, the Chief Executive Officer,
the Chief Financial Officer or the Bylaws, and shall in general, subject to
control of the Board, the Chief Executive Officer, and the Chief Financial
Officer, perform all the duties usually incident to the office of treasurer of a
corporation.

(g)  ASSISTANT TREASURERS.  Each Assistant Treasurer shall assist the Treasurer
and, in the absence or disability of the Treasurer, may perform the duties of
Treasurer unless and until the contrary is expressed by the Board, and shall
perform such other duties as may be prescribed by the Board or the Treasurer.

(h)  COMPTROLLER.  The Comptroller shall be the principal officer in charge of
the general accounting books, accounting records and forms of the Company and
shall see that all monies and obligations due the Company and all properties and
assets are properly accounted for. The Comptroller shall prepare the Company's
balance sheets, income accounts and other financial statements and reports, and
render to the Board, the Chief Executive Officer, and the Chief Financial
Officer, such periodic reports covering the results of operations of the Company
as may be required by them or any of them.

  The Comptroller shall have such other powers and perform such other duties as
may from time to time be prescribed by the Board, the Chief Executive Officer,
the Chief Financial Officer or the Bylaws, and shall in general, subject to
control of the Board, the Chief Executive Officer, and the Chief Financial
Officer, perform all the duties usually incident to the office of comptroller of
a corporation.

(i)  ASSISTANT COMPTROLLERS.  Each Assistant Comptroller shall assist the
Comptroller and, in the absence or disability of the Comptroller, may perform
the duties of the Comptroller unless and until the contrary is expressed by the
Board, and shall perform such other duties as may be prescribed by the Board or
the Comptroller.

(j)  CHIEF LEGAL OFFICER.  The Chief Legal Officer shall be in charge of the
Company's legal affairs. The Chief Legal Officer shall advise the Board, the
Chairman of the Board and/or the officers of the Company on such legal matters
and prepare such reports as may be required by them or any of them.

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                                  ARTICLE VIII
                                 MISCELLANEOUS

  Section 1.  EXECUTION OF DOCUMENTS.  Unless otherwise authorized or prescribed
by the Board of Directors, all contracts, leases, deeds, deeds of trust,
mortgages, bonds, indentures, endorsements, assignments, powers of attorney to
transfer stock or for other purposes, and other documents and instruments of
whatsoever kind shall be executed for and on behalf of the Company by the Chief
Executive Officer, the President, the Chief Financial Officer, a Vice President,
the Treasurer, the Comptroller, or by any such officer and shall be attested by
the Secretary or an Assistant Secretary, who shall have authority to affix the
corporate seal to the same.

  The Board also may authorize, and delegate to any one or more of the Chief
Executive Officer, the President and the Chief Financial Officer the power to so
authorize, any other officer or officers, employee or employees, or agent or
agents, to execute any contract, document or instrument of whatever kind for and
on behalf of the Company and such authority may be general or be confined to
specific instances.

  Section 2.  UNDERTAKINGS AND COMMITMENTS.  No undertaking, commitment,
contract, instrument or document shall be binding upon the Company unless
previously authorized or subsequently ratified by the Board or executed by an
officer or officers, an employee or employees or an agent or agents of the
Company acting under powers conferred by the Board or by these Bylaws.

  Section 3.  CHECKS, DRAFTS, ETC.  All checks, notes and other obligations for
collection, deposit or transfer, and all checks and drafts for disbursement from
Company funds, and all bills of exchange and promissory notes, and all
acceptances, obligations and other instruments for the payment of money, shall
be endorsed or signed by such officer or officers, employee or employees or
agent or agents as shall be thereunto authorized from time to time by the Board
of Directors, which may delegate the power to so authorize to any one or more of
the Chief Executive Officer, the President and the Chief Financial Officer.

  Section 4.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  Shares standing
in the name of the Company may be voted or represented and all rights incident
thereto may be exercised on behalf of the Company by the Chief Executive
Officer, President, the Chief Financial Officer, a Vice President, the
Secretary, the Treasurer or the Comptroller, or by such other officers upon to
whom the Board of Directors may from time to time confer like powers.

                                   ARTICLE IX
                                REPEAL OF BYLAWS

  Section 1.  All existing Bylaws of the Company and all amendments thereto are
hereby repealed.

                                   ARTICLE X
                                   AMENDMENTS

  Section 1.  POWER OF SHAREHOLDERS.  New Bylaws may be adopted or these Bylaws
may be amended or repealed by the vote or written assent of shareholders
entitled to exercise a majority of the voting power of the Company.

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  Section 2.  POWER OF DIRECTORS.  Subject to the right of shareholders as
provided in Section 1 of this ARTICLE X to adopt, amend or repeal Bylaws, Bylaws
may be adopted, amended or repealed by the Board of Directors as provided or
permitted by law.

                                   ARTICLE XI
                                   EMERGENCY

  Section 1.  "Emergency" as used in this Article means disorder, disturbance or
damage caused by war, enemy attack, other warlike acts or by catastrophe,
disaster or other similar emergency condition, which prevents the  conduct and
management of the affairs and business of the Company by the Board of Directors
and officers in the manner provided for in other Articles of these Bylaws.  The
powers and duties conferred and imposed by this Article, and any resolutions
adopted pursuant hereto, shall be effective only during an emergency.  This
Article may be implemented from time to time by resolutions adopted by the Board
of Directors before or during an emergency, or during an emergency by the
emergency Board of Directors constituted and then acting pursuant hereto.  An
emergency, once commenced, shall be deemed to continue until terminated by
resolutions adopted for that purpose by the Board of Directors.

  Section 2.  If, during an emergency, a majority of the Board of Directors
cannot be found or is unable to act, one-third of the exact number of the Board
of Directors shall constitute a quorum thereof.

  Section 3.  During any emergency, the officers and employees of the Company
shall continue, so far as possible, to conduct the Company's affairs and
business under the guidance of the Board of Directors acting pursuant to this
Article and in accordance with known orders of governmental authorities.

  Section 4.  If, during any emergency, a quorum of the Board of Directors, as
provided in Section 3 of this Article, cannot be found or is unable to act, any
three available members of the Executive Committee, including the Chief
Executive Officer, shall be and constitute the Board of Directors, with two
thereof constituting a quorum, and as such shall have and exercise the fullest
power of the Board of Directors for the conduct and management of the affairs
and business of the Company, permitted by law, without the limitations set forth
in Section 2 of ARTICLE V of these Bylaws, provided that such emergency Board of
Directors as so constituted shall comply to the extent practicable under the
circumstances with the provisions of ARTICLE III of these Bylaws relating to
annual and special meetings of shareholders.  If three members of the Executive
Committee, including the Chief Executive Officer, are not able to serve, any
three available directors shall be and constitute such emergency Board of
Directors, with two thereof constituting a quorum, for the exercise of the
powers conferred and performance of the duties imposed by this Section 4.

  Section 5.  If, during any emergency, neither a quorum of the Board of
Directors, as provided in Section 3 of this Article, nor a quorum of the
emergency Board of Directors, as provided for in Section 4 of this Article is
available to serve, then the powers conferred and duties imposed by Section 4
shall vest in and devolve upon any three of (in the following order of priority)
available directors, including any one or more of the Chief Executive Officer,
the President and the Chief Financial Officer, and as many Vice Presidents (or,
in case of their inability, any other officers), in order of seniority, as may
be necessary from time to time to constitute a total of three emergency
directors.  The Chief Executive Officer and any other one emergency director
shall constitute a quorum of such emergency Board of Directors for exercise of
the powers conferred and performance of the duties imposed hereunder, but if the
Chief Executive Officer is not available, any two of such emergency directors
shall constitute a quorum.

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