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                                                                     EXHIBIT 3.3
 
                                    BYLAWS
                                      OF
                              UNOCAL CORPORATION
                            a Delaware corporation
(Effective the date of the Annual Stockholders Meeting, scheduled May 24 ,1999)



                                   ARTICLE I
                                  FISCAL YEAR

  Section 1.  The fiscal year of Unocal Corporation (hereinafter called the
"Corporation") shall end on the thirty-first (31st) 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 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.

                                  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 (4th) Monday in May of each year if not
a legal holiday, for the purpose of electing directors 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 (4th) 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 subsequent Monday.

  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 (10) nor more than sixty (60) 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 (1) 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 (3) classes.  At
each annual meeting, all directors of one (1) class shall be elected in
accordance with, and subject to, the provisions of ARTICLE SEVENTH of the
Corporation's Certificate of Incorporation by the holders of shares entitled to
vote in the election.
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  Section 7.  Nominations and Other Stockholder Business.  At any meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting in accordance with the procedures set forth herein.

     Only such business shall be conducted at an annual meeting of the
stockholders as shall have been properly brought before the meeting (a) pursuant
to the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) by or at the direction of the Board of
Directors, or (c) by a stockholder or a beneficial owner of the Corporation's
stock ("Proponent") in compliance with all of the following provisions:

      (1) such business must be a proper matter for stockholder action under the
General Corporation Law of the State of Delaware;

      (2) the Corporate Secretary must have timely received (as described below)
written notice by the Proponent containing (a) a brief description of each
matter desired to be brought before the meeting, (b) the Proponent's name and
address (if Proponent is a stockholder of record, as they appear on the
Corporation's books), (c) the class and the number of shares of the Corporation
which are beneficially owned by the Proponent and, if the Proponent is not a
stockholder of record, proof of beneficial ownership, (d) a description of any
material interest of the Proponent in such business, (e) a statement as to
whether the Proponent intends to deliver a proxy statement and form of proxy to
holders of a sufficient number of shares, in the case of a nomination, to elect
such nominee, and in the case of a proposal of other business, to carry such
proposal (an affirmative statement of such intent, a "Solicitation Notice"), and
(f) as to each person whom the Proponent proposes to nominate for election or
re-election as a director, (i) all information relating to such person as would
be required to be disclosed in solicitations of proxies for the election of such
person as a director pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, and (ii) such person's written consent to serve as a
director if elected;

      (3) if the Proponent has provided the Corporation with a Solicitation
Notice, the Proponent must have delivered a proxy statement and form of proxy to
holders of a sufficient number of shares, in the case of a nomination, to elect
such nominee, and in the case of a proposal of other business, to carry such
proposal; and

      (4) if the Proponent has not provided the Corporation with a Solicitation
Notice, the Proponent must not have delivered a proxy statement and a form of
proxy to holders of a sufficient number of shares, in the case of a nomination,
to elect such nominee, and in the case of a proposal of other business, to carry
such proposal.

     The Corporate Secretary shall be deemed to have timely received a
Proponent's notice under clause (c)(2) of the preceding paragraph if it is
delivered at the Corporation's principal office to the attention of the
Corporate Secretary at least ninety (90) days prior to the annual meeting of
stockholders; provided, however, that if there has been an amendment to the
bylaws since the last annual meeting changing the date of the annual meeting, a
Proponent's notice shall be deemed to have been timely received if it is
delivered not later than the close of business on the later of the ninetieth
(90th) day prior to the annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first made; provided
further, however, that if the number of directors to be elected to the Board of
Directors is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased board of directors
at least one hundred (100) days prior to the annual meeting, a Proponent's
notice shall be deemed to have been timely received, but only with respect to
nominees for any new positions created by such increase, if it is delivered not
later than the close of business on the tenth (10th) day following the day on
which such public announcement is first made.

     Only such business shall be conducted at a special meeting of the
stockholders as shall have been brought before the meeting pursuant to the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors.  Nominations of persons for election to the Board of
Directors may be made at a special meeting of the stockholders at which
directors are to be elected pursuant to the 

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Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by a Proponent who delivers the notice described in clause
(c)(2) of the second paragraph of this Section at the Corporation's principal
office to the attention of the Corporate Secretary not later than the close of
business on the later of the ninetieth (90th) day prior to such special meeting
or the tenth (10th) day following the day on which public announcement is first
made of the date of the special meeting and of the number of directors proposed
by the Board of Directors to be elected at such meeting.

     Only persons nominated in accordance with the procedures set forth in this
section shall be eligible to serve as Directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this section.  The
chairman of the meeting shall have the power to determine whether a nomination
or any other business is in compliance with this section, and to declare that
any defective nomination or other business not be presented for stockholder
action at the meeting and be disregarded.

     For purposes of this section, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News service, Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing provisions of this section, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to matters set forth in this
section.  Nothing in this section shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

     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 shall be
nine (9) 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.

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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 Vice
Chairman, the Chief Financial Officer, or by at least two (2) 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 (2) days in advance if given by mail, or at least twenty-
four (24) 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.

  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 involved in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative ("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, trustee, or
fiduciary, or in a similar capacity (collectively, "Agent") of another foreign
or domestic corporation, limited liability company, partnership, joint venture,
trust, or any other enterprise or entity whatsoever, including without
limitation employee benefit plans (collectively, "Affiliate"), whether the basis
of such Proceeding is alleged action in an official capacity, or in any other
capacity while serving as a director or officer of the Corporation or as an
Agent of an Affiliate, 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 without limitation, attorneys' fees, judgments, fines, ERISA excise
taxes, penalties, amounts paid or to be paid in settlement, and any other
amounts actually incurred or suffered by such person in connection with any
Proceeding; and such indemnification shall continue as to a person who has
ceased to be a director or officer of the Corporation or Agent of an Affiliate
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 

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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, either on a general basis or as to specific employees or agents,
provide indemnification to employees and agents of the Corporation with similar
scope and effect as the foregoing indemnification of directors and officers.

   (b)  Right 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 person seeking indemnification
(the "Party to be Indemnified") may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Party to be Indemnified shall be entitled to be paid also the expense of
prosecuting or defending such claim. The Corporation's sole defense to an action
seeking indemnification (other than an action brought to enforce a claim for
expenses incurred in defending a Proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to the
Corporation) shall be that the Party to be Indemnified has not met the standards
of conduct which make it permissible under the Delaware General Corporation Law
for the Corporation to indemnify the Party to be Indemnified for the amount
claimed, and 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 Party to be
Indemnified 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 Party to
be Indemnified has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the Party to be Indemnified
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 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 shall maintain in full force and effect, at
its own expense, director and officer liability insurance ("Insurance") coverage
for each 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 policy entered into or renewed by the Corporation
following such date. Notwithstanding the foregoing, if the Corporation, 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 Corporation shall only be required to purchase
such Insurance coverage for any act or omission occurring at or prior to the
time of such date.

   (e)  Enforceability; Amendment. The rights provided to any person by this
bylaw shall be enforceable against the Corporation by such person, who shall be
presumed to have relied upon it in serving or continuing to serve as an Agent,
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 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.

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  Section 13.  Committees.  The Board may, by resolution, appoint one (1) or
more committees, in addition to an Executive Committee and a Board Management
Committee, to consist of two (2) 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 (3) 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 (2) 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 salaried officers of the Corporation.  The Chairman of the Board
Management Committee shall be the Chief Executive Officer of the Corporation.

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  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 Corporation, 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 the Chief Executive Officer or the Chief
Financial Officer, 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 Board Management Committee to take action with
respect to a matter listed in such Section as permitted to be so delegated.

  Section 3.  Procedure.  Two (2) 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 Corporation shall be a Chairman, a
Chief Executive Officer, 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 (1) Vice
Chairman, one (1) or more Vice Presidents, who may be designated as Executive
Vice Presidents, Group Vice Presidents, Senior Vice Presidents or Vice
Presidents, one (1) or more Assistant Chief Financial Officers, one (1) or more
Assistant Secretaries, one (1) or more Assistant Treasurers, and one (1) 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 (2) 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.

  (m)  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 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.

  (n)  Executive Vice Presidents. The Executive Vice Presidents in general shall
perform all duties incident to the office of Executive Vice 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.

  (o)  Other Vice Presidents. Other Vice Presidents, who may be designated as
Group Vice Presidents, Senior Vice Presidents or Vice Presidents, shall have
such authority and shall perform such 

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duties as shall from time to time be assigned by the Board of Directors, the
Chief Executive Officer, the Executive Vice Presidents or prescribed by the
Bylaws.

  (p)  Chief Financial Officer.  The Chief Financial Officer 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.

  (q)  Assistant Chief Financial Officer. Each Assistant Chief Financial Officer
shall assist the Chief Financial Officer and shall perform such duties as shall
from time to time be assigned by the Board, the Chief Executive Officer or the
Chief Financial Officer.

  (r)  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.

  (s)  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.

  (t)  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.

  (u)  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.

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  (v)  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.

  (w)  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.

  (x)  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 by or pursuant
to a resolution of 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 Chairman and Chief
Executive Officer, the Vice Chairman, 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.

  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 authorized from time to time to do so by or pursuant
to a resolution of the Board of Directors.

  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 Chairman and Chief
Executive Officer, the Vice Chairman, 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 (75) percent of the
outstanding stock of the Corporation entitled to vote thereon.

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  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 (75) 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 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 (1/3) 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 (3) available members of the Executive Committee, including the Chief
Executive Officer, shall be and constitute the Board of Directors, with two (2)
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 (3) members
of the Executive Committee, including the Chief Executive Officer, are not able
to serve, any three (3) available directors shall be and constitute such
emergency Board of Directors, with two (2) 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 (3) of (in the following order of
priority) available directors, Executive Vice Presidents, the Chief Financial
Officer, and as many other 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 (3) emergency directors.  The Chief Executive
Officer and any other one (1) 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 (2) of such emergency directors shall constitute a
quorum.

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