<PAGE>

                                                                  EXHIBIT 3.3


                                    BYLAWS
                                      OF
                              UNOCAL CORPORATION


                                   ARTICLE I
                                  FISCAL YEAR

    Section 1.  The fiscal year of Unocal Corporation (hereinafter called the
"Corporation") 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 Corporation is hereby fixed and located at Unocal Center in the
City of Los Angeles, 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.

                                 ARTICLE III
                                 STOCKHOLDERS

    Section 1. ANNUAL MEETINGS. The annual meetings of the stockholders 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 Corporation, and for the transaction of any other business
which is within the powers of the stockholders and properly brought before the
meeting. If the fourth Monday in May is a legal holiday, the annual meeting of
the stockholders 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.  NOTICE OF MEETINGS.  Written notice of each annual or special
meeting of stockholders shall be given to each stockholder entitled to vote
thereat not less than ten nor more than sixty days before the meeting.

    Section 3. PLACE OF MEETINGS. All meetings of stockholders, whether annual
or special, shall be held at the principal office of the Corporation or at such
other place, within or without the State of Delaware, as the Board may from time
to time designate pursuant to authority hereinafter granted it. in the absence
of any such designation stockholders' meetings shall be held at the principal
office of the Corporation.

    Section 4.  VOTING RIGHTS.  Stockholders entitled to vote at stockholder
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 5. CONDUCT OF MEETINGS. The decisions of the Chairman of the Board
or officer presiding at all stockholders' meetings shall govern in all matters
relating to the conduct of the meeting.

    Section 6.  VOTING.  Directors shall be divided into three classes with each
director serving a three-year term.  At each annual meeting, all directors of
one class shall be elected in accordance with the provisions of ARTICLE SEVENTH
of the Corporation's Certificate of Incorporation by the holders of shares
entitled to vote in the election.  A nomination shall be accepted, and votes
cast for a proposed nominee shall be counted by the inspectors of election, only
if the Secretary of the Corporation has received at least 30 days prior to the
meeting a statement over the signature of the proposed nominee that such person
consents to being a nominee and, if elected, intends to serve as a director.
Such statement shall also contain the Unocal stock ownership of the proposed
nominee, occupations and business history for the previous five years, other
directorships, names of business entities in which the proposed nominee owns a
10 percent or more equity interest, listing of any criminal convictions,
including federal or state securities violations, and all other information
required by the federal proxy rules in effect at the time the proposed nominee
submits said statement.

<PAGE>
 
    Section 7. NOTICE OF STOCKHOLDER BUSINESS. At any meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a meeting, business
must be (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a stockholder. For business to
be properly brought before the meeting by a stockholder, the Secretary must have
received written notice at least thirty (30) days prior to the meeting. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and the number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at a meeting except in accordance with
the procedures set forth herein.

    Section 8. QUORUM. The holders of one-third (1/3) of all of the outstanding
shares of the stock of the Corporation entitled to vote at a meeting of
stockholders, present in person or by proxy, shall constitute a quorum for the
transaction of any business at such meeting.

                                  ARTICLE IV
                              BOARD OF DIRECTORS

    Section 1.  POWERS.  Subject to the limitations of the Certificate of
Incorporation of the Corporation and of the Delaware General Corporation Law as
to action which shall be authorized or approved by the stockholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by, the Board of
Directors.

    Section 2. NUMBER. The exact number of directors of the Corporation, within
the limits specified in ARTICLE SEVENTH of the Corporation's Certificate of
Incorporation, shall be twelve 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
stockholders, 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.

    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 Delaware 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
Corporation.

    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
stockholders.

                                       2

<PAGE>
 
    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 Corporation 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) RIGHT TO INDEMNIFICATION.  Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
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 employee benefit plans, 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 a director, officer, employee,
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, 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), against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith; and, such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators;  provided,
however, that, except as provided in paragraph (b) hereof, with respect to
proceedings seeking to enforce rights to indemnification, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors 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; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this section or otherwise. The
Corporation may, to the extent authorized from time to time by its board of
directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

    (b) RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under paragraph (a) of this
Section is not paid in full by the Corporation within sixty (60) days after a
written claim has been received by the Corporation, except in the case of a
claim for expenses incurred in a proceeding in advance of its final disposition
in which case the applicable period shall be twenty (20) days, the claimant may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim.  It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of providing such defense shall be on the Corporation.  Neither the failure of
the Corporation (including its board of directors, its independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its board of directors, its independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

    (c) Non-Exclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which

                                       3
<PAGE>
 
any person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

    (d) INSURANCE.  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 such 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 Delaware General Corporation Law.

    Section 12. AUTHORITY TO DESIGNATE PLACE OF STOCKHOLDERS' MEETINGS. The
Board is hereby granted full power and authority to designate from time to time
any place within or without the State of Delaware for the holding of any
stockholders' meeting.

    Section 13. COMMITTEES. The Board may, by resolution, appoint one or more
committees, in addition to an Executive Committee and a Management Committee, to
consist of two or more of the directors of the Corporation, 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
Corporation. 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 Corporation.

    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 Corporation, except that the Executive Committee shall not be
permitted to fill vacancies on the Board or on any committee, approve any action
for which stockholder approval is also required by the Delaware General
Corporation Law, amend or repeal any resolution of the Board which by its
express terms is not so amendable or repealable, or appoint other committees of
the Board or the members thereof and shall not have any powers restricted by
Section 141(c) of the Delaware General Corporation Law unless the Board shall
have specifically delegated authority to the Executive Committee to take action
with respect to a matter listed in such section as permitted to be so delegated.

    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.

                                       4
<PAGE>
 
                                  ARTICLE VI

                             MANAGEMENT COMMITTEE

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

    Section 2. POWERS. The 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 Corporation, subject to approval limits established by
resolution of the Board of Directors as deemed appropriate from time to time,
but the Management Committee shall not be permitted to fill vacancies on the
Board or on any committee, appoint officers, approve any action for which
stockholder approval is also required by the Delaware General Corporation Law,
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 appoint other
committees of the Board or the members thereof and shall not have any powers
restricted by Section 141(C) of the Delaware General Corporation Law unless the
Board shall have specifically delegated authority to the Management Committee to
take action with respect to a matter listed in such section as permitted to be
so delegated.

    Section 3. PROCEDURE. Two members of the Management Committee shall
constitute a quorum of the Management Committee for the transaction of business.
The 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 Management Committee shall keep regular minutes of
all business transacted at its meetings.

                                  ARTICLE VII
                                   OFFICERS

    Section 1.  OFFICERS.  The officers of the Corporation 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
Corporation 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 Corporation 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 Corporation and shall have general supervision, direction and control over
the business and affairs of the Corporation and its officers. The Chief
Executive Officer shall be a member of the Executive Committee and of the
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.

                                       5
<PAGE>
 
    (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 stockholders, 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 stockholders' meetings, and the
proceedings thereof.

    The Secretary shall keep or cause to be kept at the principal office, or at
the office of the Corporation's transfer agent, a stock register, which may be
an electronic database, showing the names of the stockholders 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
stockholders 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 Corporation
and the minute books and documents relating to the existence and governance of
the Corporation.

    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 may 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 corporation. The Treasurer shall deposit or
cause to be deposited all Corporation monies, funds and other valuables in the
name and to the credit of the Corporation in such bank or banks as shall be
judged 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 Corporation
which have been duly approved for disbursement. The Treasurer shall enter or
cause to be entered regularly in the books of the Corporation full and accurate
accounts of all monies received and paid out on account of the Corporation.

    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 the 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 Corporation
and shall see that all monies and obligations due the Corporation and all
properties and assets are properly accounted for. the Comptroller shall prepare
the Corporation'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 corporation 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.

                                       6
<PAGE>
 
    (j) CHIEF LEGAL OFFICER.  The Chief Legal Officer shall be in charge of the
Corporation's legal affairs.  The Chief Legal Officer shall advise the Board,
the Chairman of the Board and/or the officers of the Corporation on such legal
matters and prepare such reports as may be required by them or any of them.

                                 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, and
other documents and instruments of whatsoever kind shall be executed for and on
behalf of the Corporation 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 Corporation 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 Corporation 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
Corporation 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
Corporation 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 Corporation may be voted or represented and all rights
incident thereto may be exercised on behalf of the Corporation by the Chief
Executive Officer, the President, the Chief Financial Officer, a Vice President,
the Secretary, the Treasurer or the Comptroller, or by such other officers upon
whom the Board of Directors may from time to time confer like powers.

                                 ARTICLE IX
                             AMENDMENTS TO BYLAWS

    Section 1. POWER OF STOCKHOLDERS. New Bylaws may be adopted or these Bylaws
may be amended or repealed by the vote of seventy-five percent of the
outstanding stock of the corporation entitled to vote thereon.

    Section 2.  POWER OF DIRECTORS.  Subject to the right of stockholders as
provided in section 1 of this ARTICLE IX to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the Board of Directors as provided
or permitted by law; however, any bylaw amendment adopted by the Board of
Directors increasing or reducing the authorized number of directors or amending
this section shall require a resolution adopted by the affirmative vote of not
less than seventy-five percent of the directors.

                                 ARTICLE X
                                 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 Corporation 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

                                       7
<PAGE>

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
Corporation shall continue, so far as possible, to conduct the Corporation'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 Corporation, 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 stockholders.  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.

                                       8