EX-10(r)


    
      

    


    Exhibit
      10(r)

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    BYLAWS

    


    OF

    


    CITRUS
      CORP.

    


    A
      Delaware Corporation

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Restated

    


    


    June
      22,
      2005

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Table
      of
      Contents

    
      	 	 	 	
              Page

            
	
              Article
                I.

            	
              Offices

            	 	 
	 	 	 	 
	 	
              Section
                1.

            	
              Registered
                Office

            	
              1

            
	 	
              Section
                2.

            	
              Other
                Office

            	
              1

            
	 	 	 	 
	
              Article
                II.

            	
              Stockholders

            	 
	 	 	 	 
	 	
              Section
                1.

            	
              Place
                of Meetings

            	
              1

            
	 	
              Section
                2.

            	
              Voting

            	
              1

            
	 	
              Section
                3.

            	
              Annual
                Meetings

            	
              2

            
	 	
              Section
                4.

            	
              Special
                Meetings.

            	
              2

            
	 	
              Section
                5.

            	
              Record
                Date

            	
              2

            
	 	
              Section
                6.

            	
              Notice
                of Meetings

            	
              3

            
	 	
              Section
                7.

            	
              Stockholder
                List

            	
              3

            
	 	
              Section
                8.

            	
              Proxies

            	
              3

            
	 	
              Section
                9.

            	
              Voting;
                Election; Inspectors

            	
              4

            
	 	
              Section
                10.

            	
              Conduct
                of Meetings

            	
              4

            
	 	
              Section
                11.

            	
              Treasury
                Stock

            	
              5

            
	 	
              Section
                12.

            	
              Action
                without Meeting

            	
              5

            
	 	 	 	 
	
              Article
                III.

            	
              Board
                of Directors

            	 
	 	 	 	 
	 	
              Section
                1.

            	
              Power;
                Number; Term of Office

            	
              5

            
	 	
              Section
                2.

            	
              Voting
                Powers of Directors

            	
              6

            
	 	
              Section
                3.

            	
              Place
                of Meetings; Order of Business

            	
              6

            
	 	
              Section
                4.

            	
              First
                Meeting

            	
              6

            
	 	
              Section
                5.

            	
              Regular
                Meetings

            	
              6

            
	 	
              Section
                6.

            	
              Special
                Meetings

            	
              6

            
	 	
              Section
                7.

            	
              Removal

            	
              6

            
	 	
              Section
                8.

            	
              Vacancies

            	
              6

            
	 	
              Section
                9.

            	
              Compensation

            	
              7

            
	 	
              Section
                10

            	
              Presumption
                of Assent

            	
              7

            
	 	
              Section
                11.

            	
              Action
                without a Meeting; Telephone Conference Meeting

            	
              7

            
	 	
              Section
                12.

            	
              Approval
                or Ratification of Acts or Contracts by Stockholders

            	
              7

            
	 	
              Section
                13.

            	
              Special
                Corporate Actions by Directors

            	
              8

            


    

    


    


    


    (i)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


     

    
      	 	 	 	
              Page

            
	
              Article
                IV

            	
              Officers

            	 	 
	 	 	 	 
	 	
              Section
                1.

            	
              Number,
                Titles and Term of Office

            	
              10

            
	 	
              Section
                2.

            	
              Salaries
                

            	
              11

            
	 	
              Section
                3.

            	
              Removal

            	
              11

            
	 	
              Section
                4.

            	
              Vacancies
                

            	
              11

            
	 	
              Section5.

            	
              Powers
                and Duties of the Chief Executive Officer 

            	
              11

            
	 	
              Section6.

            	
              Powers
                and Duties of the Chairman of the Board 

            	
              11

            
	 	
              Section7.

            	
              Powers
                and Duties of the President 

            	
              11

            
	 	
              Section8.

            	
              Vice
                Presidents

            	
              11

            
	 	
              Section
                9.

            	
              Treasurer

            	
              12

            
	 	
              Section10.

            	
              Assistant
                Treasurers

            	
              12

            
	 	
              Section
                11.

            	
              Secretary

            	
              12

            
	 	
              Section
                12.

            	
              Assistant
                Secretaries

            	
              12

            
	 	 	 	 
	
              Article
                V.

            	
              Capital
                Stock

            	 
	 	 	 	 
	 	
              Section1.

            	
              Certificates
                of Stock

            	
              12

            
	 	
              Section2.

            	
              Transfer
                of Shares

            	
              13

            
	 	
              Section
                3.

            	
              Ownership
                of Shares

            	
              13

            
	 	
              Section4.

            	
              Regulations
                Regarding Certificates

            	
              13

            
	 	
              Section
                5.

            	
              Lost
                or Destroyed Certificates

            	
              13

            
	 	 	 	 
	
              Article
                VI.

            	
              Miscellaneous
                Provisions

            	 
	 	 	 	 
	 	
              Section1.

            	
              Fiscal
                Year

            	
              14

            
	 	
              Section2.

            	
              Corporate
                Seal

            	
              14

            
	 	
              Section3.

            	
              Notice
                and Waiver of Notice

            	
              14

            
	 	
              Section
                4. 

            	
              Resignations

            	
              14

            
	 	
              Section
                5.

            	
              Facsimile
                Signatures

            	
              14

            
	 	
              Section
                6.

            	
              Reliance
                upon Books, Reports and Records

            	
              14

            
	 	
              Section
                7. 

            	
              Separateness
                Operation Covenants

            	
              15

            
	 	 	 	 
	
              Article
                VII.

            	
              Amendments 

            	
              16

            


    

    


    


    


    


    (ii)

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BYLAWS

    


    of

    


    Citrus
      Corp.

    


    Article
      I

    Offices

    


    Section
      1.
      Registered
      Office.
      The
      registered office of the Corporation required to be maintained in the state
      of
      incorporation of the Corporation shall be the registered office named in the
      charter documents of the Corporation, or such other office as may be designated
      from time to time by the Board of Directors in the manner provided by law.
      Should the Corporation maintain a principal office within the state of
      incorporation of the Corporation, such registered office need not be identical
      to such principal office of the Corporation.

    


    Section
      2.
      Other
      Offices.
      The
      Corporation may also have offices at such other places both within and without
      the state of incorporation of the Corporation as the Board of Directors may
      from
      time to time determine or the business of the Corporation may
      require.

    


    Article
      II

    Stockholders

    


    Section
      1.
      Place
      of Meetings.
      All
      meetings of the stockholders shall be held at the principal office of the
      Corporation, or at such other place within or without the state of incorporation
      of the Corporation as shall be specified or fixed in the notices or waivers
      of
      notice thereof.

    


    Section
      2. Voting. Except
      as
      otherwise provided in the charter documents of the Corporation and these Bylaws,
      each share of each class of common stock shall entitle the holder thereof to
      one
      vote on all matters upon which the stockholders of the Corporation have the
      right to vote, all shares of both classes shall be voted together as one class,
      and the affirmative vote of a majority of all shares of both classes shall
      be
      the act of the stockholders. The holders of shares of Class A common stock
      shall
      exclusively, by affirmative vote of the holders of a majority of the shares
      of
      the Class A common stock at the time outstanding, elect, remove, accept
      resignations of, and fill vacancies in the office of Class A directors. The
      holders of shares of Class B common stock shall exclusively, by affirmative
      vote
      of the holders of a majority of the shares of Class B common stock at the time
      outstanding, elect, remove, accept resignations of, and fill vacancies in the
      office of Class B directors.

    


    Notwithstanding
      the other provisions of the charter documents of the Corporation or these
      Bylaws, the chairman of the meeting or the holders of a majority of the issued
      and outstanding stock, present in person or represented by proxy, at any meeting
      of the


    
      
        
        

      

      
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    stockholders,
      whether or not a quorum is present, shall have the power to adjourn such meeting
      from time to time, without any notice other than announcement at the meeting
      of
      the time and place of the holding of the adjourned meeting. If the adjournment
      is for more than thirty (30) days, or if after the adjournment a new record
      date
      is fixed for the adjourned meeting, a notice of the adjourned meeting shall
      be
      given to each stockholder of record entitled to vote at such meeting. At such
      adjourned meeting at which a quorum shall be present or represented, any
      business may be transacted which might have been transacted at the meeting
      as
      originally called.

    


    Section
      3.
      Annual
      Meetings.
      An
      annual meeting of the stockholders, for the election of directors to succeed
      those whose terms expire and for the transaction of such other business as
      may
      properly come before the meeting, shall be held at such place (within or without
      the state of incorporation of the Corporation), on such date, and at such time
      as the Board of Directors shall fix and set forth in the notice of the meeting,
      which date shall be within thirteen (13) months subsequent to the last annual
      meeting of stockholders.

    


    Section
      4.
      Special
      Meetings.
      Unless
      otherwise provided in the charter documents of the Corporation, special meetings
      of the stockholders for any purpose or purposes may be called at any time by
      the
      Chairman of the Board (if any) or by a majority of the Board of Directors,
      and
      shall be called by the Chairman of the Board (if any), by the President or
      the
      Secretary upon the written request therefor, stating the purpose or purposes
      of
      the meeting, delivered to such officer, signed by the holder(s) of at least
      ten
      (10) percent of the issued and outstanding stock entitled to vote at such
      meeting.

     

    Section
      5.
      Record
      Date.
      For the
      purpose of determining stockholders entitled to notice of or to vote at any
      meeting of stockholders, or any adjournment thereof, or entitled to express
      consent to a corporate action in writing without a meeting, or entitled to
      receive payment of any dividend or other distribution or allotment of any
      rights, or entitled to exercise any rights in respect of any change, conversion
      or exchange of stock or for the purpose of any other lawful action, the Board
      of
      Directors of the Corporation may fix, in advance, a date as the record date
      for
      any such determination of stockholders, which record date shall not be more
      than
      sixty (60) days nor less than (10) days before the date of such meeting of
      stockholders, nor more than sixty (60) days prior to any other
      action.

    


    If
      the
      Board of Directors does not fix a record date for any meeting of the
      stockholders, the record date for determining stockholders entitled to notice
      of
      or to vote at such meeting shall be at the close of business on the day next
      preceding the day on which notice is given, or, if in accordance with Article
      VI, Section 3 of these Bylaws notice is waived, at the close of business on
      the
      day next preceding the day on which the meeting is held. If, in accordance
      with
      Section 12 of this Article II, a corporate action without a meeting of
      stockholders is to be taken, the record date for determining stockholders
      entitled to express consent to such corporate action in writing, when no prior
      action by the Board of Directors is necessary, shall be the day on which the
      first written consent is expressed. The record date for determining stockholders
      for any other purpose


    
      
        
        

      

      
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          2 -

        
          

        

      

      
        
        

      

    


    shall
      be
      at the close of business on the day on which the Board of Directors adopts
      the
      resolution relating thereto.

    


    A
      determination of stockholders of record entitled to notice of or to vote at
      a
      meeting of stockholders shall apply to any adjournment of the meeting; provided,
      however, that the Board of Directors may fix a new record date for the adjourned
      meeting.

    


    Section
      6.
      Notice
      of Meetings.
      Written
      notice of the place, date and hour of all meetings, and, in case of a special
      meeting, the purpose or purposes for which the meeting is called, shall be
      given
      by or at the direction of the Chairman of the Board (if any), the President,
      the
      Secretary or the other person(s) calling the meeting to each stockholder
      entitled to vote thereat not less than ten (10) nor more than sixty (60) days
      before the date of the meeting. Such notice may be delivered either personally
      or by mail. If mailed, notice is given when deposited in the United States
      mail,
      postage prepaid, directed to the stockholder at such stockholder’s address as it
      appears on the records of the Corporation.

    


    Section
      7.
      Stockholder
      List.
      A
      complete list of stockholders entitled to vote at any meeting of stockholders,
      arranged in alphabetical order for each class of stock and showing the address
      of each such stockholder and the number of shares registered in the name of
      such
      stockholder, shall be open to the examination of any stockholder, for any
      purpose germane to the meeting, during ordinary business hours, for a period
      of
      at least ten (10) days prior to the meeting, either at a place within the city
      where the meeting is to be held, which place shall be specified in the notice
      of
      the meeting, or if not so specified, at the place where the meeting is to be
      held. The stockholder list shall also be produced and kept at the time and
      place
      of the meeting during the whole time thereof, and may be inspected by any
      stockholder who is present.

    


    Section
      8.
      Proxies.
      Each
      stockholder entitled to vote a meeting of stockholders or to express consent
      or
      dissent to a corporate action in writing without a meeting may authorize another
      person or persons to act for him by proxy. Proxies for use at any meeting of
      stockholders shall be filed with the Secretary, or such other officer as the
      Board of Directors may from time to time determine by resolution, before or
      at
      the time of the meeting. All proxies shall be received and taken charge of
      and
      all ballots shall be received and canvassed by the secretary of the meeting,
      who
      shall decide all questions touching upon the qualification of voters, the
      validity of the proxies, and the acceptance or rejection of votes, unless an
      inspector or inspectors shall have been appointed by the chairman of the
      meeting, in which event such inspector or inspectors shall decide all such
      questions.

    


    No
      proxy
      shall be valid after three (3) years from its date, unless the proxy provides
      for a longer period. Each proxy shall be revocable unless expressly provided
      therein to be irrevocable and coupled with an interest sufficient in law to
      support an irrevocable power.


    
      
        
        

      

      
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          3 -

        
          

        

      

      
        
        

      

    


    Should
      a
      proxy designate two or more persons to act as proxies, unless such instrument
      shall provide the contrary, a majority of such persons present at any meeting
      at
      which their powers thereunder are to be exercised shall have and may exercise
      all the powers of voting or giving consents thereby conferred, or if only one
      be
      present, then such powers may be exercised by that one; or, if an even number
      attend and a majority do not agree on any particular issue, each proxy so
      attending shall be entitled to exercise such powers in respect of the same
      portion of the shares as he is of the proxies representing such
      shares.

    


    Section
      9.
      Voting;
      Election; Inspectors.
      Unless
      otherwise required by law or provided in the charter documents of the
      Corporation or these Bylaws, each stockholder shall have one vote for each
      share
      of stock entitled to vote which is registered in his name on the record date
      for
      the meeting. Shares registered in the name of another corporation, domestic
      or
      foreign, may be voted by such officer, agent or proxy as the bylaws (or
      comparable instrument) of such corporation may prescribe; or in the absence
      of
      such provision, as the Board of Directors (or comparable body) of such
      corporation may determine. Shares registered in the name of a deceased person
      may be voted by the executor or administrator of such person’s estate, either in
      person or by proxy.

    


    All
      voting, except as required by the charter documents of the Corporation or where
      otherwise required by law, may be by a voice vote; provided, however, upon
      demand therefor by stockholders holding a majority of the issued and outstanding
      stock present in person or by proxy at any meeting a stock vote shall be taken.
      Every stock vote shall be taken by written ballots, each of which shall state
      the name of the stockholder or proxy voting and such other information as may
      be
      required under the procedure established for the meeting. All elections of
      directors shall be by written ballots, unless otherwise provided in the charter
      documents of the Corporation.

    


    At
      any
      meeting at which a vote is taken by written ballots, the chairman of the meeting
      may appoint one or more inspectors, each of whom shall subscribe an oath of
      affirmation to execute faithfully the duties of inspector at such meeting with
      strict impartiality and according to the best of such inspector’s ability. Such
      inspector shall receive the written ballots, count the votes and make and sign
      a
      certificate of the result thereof. The chairman of the meeting may appoint
      any
      person to serve as inspector, except no candidate for the office of director
      shall be appointed as an inspector.

    


    Cumulative
      voting for the election of directors shall be prohibited.

    


    Section
      10.
      Conduct
      of Meetings.
      The
      meetings of the stockholders shall be presided over by the Chairman of the
      Board
      (if any), or if the Chairman of the Board is not present, by the President,
      or
      if neither the Chairman of the Board (if any) nor the President, by a chairman
      elected at the meeting. The Secretary of the Corporation, if present, shall
      act
      as secretary of such meetings, or if the Secretary is not present, an Assistant
      Secretary shall so act; if neither the Secretary nor an Assistant Secretary
      is
      present, then a secretary shall be appointed by the chairman of the meeting.
      The
      chairman of any meeting of stockholders shall determine the order of business
      and the


    
      
        
        

      

      
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    procedure
      at the meeting, including such regulation of the manner of voting and the
      conduct of discussion as seem to him in order. Unless the chairman of the
      meeting of stockholders shall otherwise determine, the order of business shall
      be as follows:

    


    
      	 	
              (a)

            	
              Calling
                of the meeting to order.

            


    

    
      	 	
              (b)

            	
              Election
                of a chairman and the appointment of a secretary if
                necessary.

            


    

    
      	 	
              (c)

            	
              Presentation
                of proof of the due calling of the
                meeting.

            


    

    
      	 	
              (d)

            	
              Presentation
                and examination of proxies and determination of a
                quorum.

            


    

    
      	 	
              (e)

            	
              Reading
                and settlement of the minutes of the previous
                meeting.

            


    

    
      	 	
              (f)

            	
              Reports
                of officers.

            


    

    
      	 	
              (g)

            	
              The
                election of directors if an annual meeting, or a meeting called for
                that
                purpose.

            


    

    
      	 	
              (h)

            	
              Unfinished
                business.

            


    

    
      	 	
              (i)

            	
              New
                business.

            


    

    
      	 	
              (j)

            	
              Adjournment.

            


    

    


    Section
      11.
      Treasury
      Stock.
      The
      Corporation shall not vote, directly or indirectly, shares of its own stock
      owned by it and such shares shall not be counted for quorum purposes.


    


    Section
      12.
      Action
      Without Meeting.
      Any
      action permitted or required by law, the charter documents of the Corporation
      or
      these Bylaws to be taken at a meeting of stockholders, may be taken without
      a
      meeting, without prior notice and without a vote, if a consent in writing,
      setting forth the action so taken, shall be signed by the holders of outstanding
      stock who would have been entitled to vote on the action if it had been
      submitted to a meeting of stockholders.

    


    Article
      III

    Board
      of Directors

    


    Section
      1.
      Power;
      Number; Term of Office.
      The
      business and affairs of the Corporation shall be managed by or under the
      direction of the Board of Directors, and subject to the restrictions imposed
      by
      law or the charter documents of the Corporation or these Bylaws, the Board
      of
      Directors may exercise all the powers of the Corporation.

    


    The
      number of directors which shall constitute the whole Board of Directors shall
      be
      six (6), and they shall be divided into two classes, namely three (3) Class
      A
      directors and three (3) Class B directors, according to the class of common
      stock that elected or appointed them. Each director shall hold office until
      the
      next annual meeting of stockholders, and until such director’s successor shall
      have been elected and qualified or until such director’s earlier death,
      resignation or removal.

    


    Unless
      otherwise provided in the charter documents of the Corporation, directors need
      not be stockholders or residents of the state of incorporation of the
      Corporation.


    
      
        
        

      

      
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          5 -

        
          

        

      

      
        
        

      

    


    Section
      2.
      Voting
      Powers of Directors.
      Each
      class of directors shall have one vote. The presence at any meeting on one
      Class
      A director and one Class B director shall constitute a quorum for the
      transaction of business. The transaction of any business at any meeting shall
      require a quorum and the unanimous vote of both classes of directors. The vote
      of each class of directors shall be determined by agreement among the directors
      of such class present at the meeting or, failing such agreement, by the majority
      vote of such directors.

    


    Section
      3.
      Place
      of Meetings; Order of Business.
      The
      Board of Directors may hold their meetings and may have an office and keep
      the
      books of the Corporation, except as otherwise provided by law, in such place
      or
      places, within or without the state of incorporation of the Corporation, as
      the
      Board of Directors may from time to time determine by resolution. At all
      meetings of the Board of Directors business shall be transacted in such order
      as
      shall from time to time be determined by the Chairman of the Board (if any),
      or
      in the Chairman of the Board’s absence by the President, or by resolution of the
      Board of Directors.

    


    Section
      4.
      First
      Meeting.
      Each
      newly elected Board of Directors may hold its first meeting for the purpose
      of
      organization and the transaction of business, if a quorum is present,
      immediately after and at the same place as the annual meeting of stockholders.
      Notice of such meeting shall not be required. At the first meeting of the Board
      of Directors in each year at which a quorum shall be present, held next after
      the annual meeting of stockholders, the Board of Directors shall elect the
      officers of the Corporation.

    


    Section
      5.
      Regular
      Meetings.
      Regular
      meetings of the Board of Directors shall be held at such times and places as
      shall be designated from time to time by resolution of the Board of Directors.
      Notice of such regular meetings shall not be required.

    


    Section
      6.
      Special
      Meetings.
      Special
      meetings of the Board of Directors may be called by the Chairman of the Board
      (if any), the President or on the written request of any director, by the
      Secretary, in each case on at least twenty-four (24) hours personal, written,
      telegraphic, cable or wireless notice to each director. Such notice, or any
      waiver thereof pursuant to Article VI, Section 3 hereof, need not state the
      purpose or purposes of such meeting, except as may otherwise be required by
      law
      or provided for in the charter documents of the Corporation or these Bylaws.
      

    


    Section
      7.
      Removal.
      Any
      director may be removed, with or without cause, by the holders of a majority
      of
      the class of common stock issued and outstanding that elected such director
      and
      that are then entitled to vote at an election of directors.

    


    Section
      8. Vacancies. 
      Any
      vacancy occurring on the Board of Directors shall be filled by the person
      designated in writing by the holders of the majority of the class of common
      stock issued and outstanding that elected the director vacating such position
      and that are entitled to vote at an election of directors. Any director so
      chosen shall hold


    
      
        
        

      

      
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          6 -

        
          

        

      

      
        
        

      

    


    office
      until the next annual election and until his successor shall be duly elected
      and
      qualified, unless sooner displaced.

    


    Section
      9. Compensation.
      The
      Board of Directors shall have the authority to fix the compensation of
      directors.

    


    Section
      10. Presumption
      of Assent.
      A
      director who is present at a meeting of the Board of Directors at which action
      on any corporate matter is taken shall be presumed to have assented to the
      action unless his dissent shall be entered into the minutes of the meeting
      or
      unless he shall file his written dissent to such action with the person acting
      as secretary of the meeting before the adjournment thereof. Such right to
      dissent shall not apply to a director who voted in favor of such
      action.

    


    Section
      11.
      Action
      Without a Meeting; Telephone Conference Meeting.
      Unless
      otherwise restricted by the charter documents of the Corporation, any action
      required or permitted to be taken at any meeting of the Board of Directors
      may
      be taken without a meeting if all members of the Board of Directors consent
      thereto in writing, and the writing or writings are filed with the minutes
      of
      proceedings of the Board of Directors. Such consent shall have the same force
      and effect as a unanimous vote at a meeting, and may be stated as such in any
      document or instrument filed with the Secretary of State of the state of
      incorporation of the Corporation.

    


    Unless
      otherwise restricted by the charter documents of the Corporation or these
      Bylaws, subject to the requirement for notice of meetings, members of the Board
      of Directors may participate in a meeting of such Board of Directors by means
      of
      a conference telephone connection or similar communications equipment by means
      of which all persons participating in the meeting can hear each other, and
      participation in such a meeting shall constitute presence in person at such
      meeting, except where a person participates in the meeting for the express
      purpose of objecting to the transaction of any business on the ground that
      the
      meeting is not lawfully called or convened.

    


    Section
      12.
      Approval
      or Ratification of Acts or Contracts by Stockholders.
      The
      Board of Directors in its discretion may submit any act or contract for approval
      or ratification at any annual meeting of the stockholders, or at any special
      meeting of the stockholders called for the purpose of considering any such
      act
      or contract, and any act or contract that shall be approved or ratified by
      the
      vote of the stockholders holding a majority (or such greater percentage as
      may
      be required by these Bylaws to approve or ratify the act or contract under
      consideration) of the issued and outstanding shares of stock of the Corporation
      entitled to vote and present in person or by proxy at such meeting (provided
      that a quorum is present), shall be as valid and as binding upon the Corporation
      and upon all the stockholders as if it has been approved or ratified by every
      stockholder of the Corporation. In addition, any such act or contract may be
      approved or ratified by the written consent of stockholders holding a majority
      (or such greater percentage as may be required by these Bylaws to approve or
      ratify the act or contract under consideration) of the issued and outstanding
      shares of capital stock of the Corporation entitled to vote, and such consent
      shall be as valid and binding upon the


    
      
        
        

      

      
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    Corporation
      and upon all the stockholders as if it had been approved or ratified by every
      stockholder of the Corporation.

    


    Section
      13.
      Special
      Corporate Actions By Directors.
      Any
      Important Matter (as defined below) shall be submitted to, and require the
      approval of, the Board of Directors of the Corporation and, notwithstanding
      any
      other provision of these Bylaws, no officer, employee or agent of the
      Corporation shall have the right or power to enter into an obligation for or
      to
      approve any Important Matter unless specifically so authorized by duly adopted
      resolutions of the Board of Directors. The term “Important Matter” shall mean
      any matter involving any of the following matters:

    


    
      	 	
              (a)

            	
              any
                declaration of a dividend or distribution on, or any purchase, redemption
                or other acquisition for value of, any capital stock of the Corporation
                except to the extent expressly required by the terms
                thereof;

            


    

    


    
      	 	
              (b)

            	
              the
                approval of each annual operating and capital budget and any significant
                modification thereof;

            


    

    


    
      	 	
              (c)

            	
              the
                approval of any non-budgeted capital expenditure that (in one transaction
                or a series of related transactions) exceeds
                $1,000,000;

            


    

    


    
      	 	
              (d)

            	
              the
                approval of any non-budgeted operating expenditure that exceeds
                $250,000;

            


    

    


    
      	 	
              (e)

            	
              the
                creation or assumption of (i) any indebtedness for borrowed money
                (other
                than such indebtedness due within one year not exceeding $10,000,000)
                or
                (ii) any mortgage, lien, security interest or encumbrance on any
                of the
                assets or properties of the Corporation other than in the ordinary
                course
                of business or by operation of law;

            


    

    


    
      	 	
              (f)

            	
              acting
                as surety, granting guaranties or incurring similar liabilities on
                behalf
                of third parties (which term shall include the stockholders of the
                Corporation or any of their affiliates), directly or indirectly,
                whether
                for borrowed money or otherwise;

            


    

    


    
      	 	
              (g)

            	
              the
                conveyance, sale or other disposition of any asset other than in
                the
                ordinary course of business (in one transaction or a series of related
                transactions) having a fair market value in excess of
                $1,000,000;

            


    

    


    
      	 	
              (h)

            	
              the
                acquisition of non-budgeted assets which obligate the Corporation
                to make
                aggregate expenditures in excess of
                $1,000,000;

            


    

    


    
      	 	
              (i)

            	
              the
                non-budgeted acquisition of or investment in any other corporation,
                partnership, joint venture or other
                business;

            


    


    
      
        
        

      

      
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          8 -

        
          

        

      

      
        
        

      

    


    (j) the
      organization of any new subsidiaries or the entry into any business which is
      not
      conducted by the Corporation as of the date of adoption of these
      Bylaws;

    


    
      	 	
              (k)

            	
              any
                transaction or agreement with a non-affiliated third party pertaining
                to
                the purchase, transportation or sale of natural gas which
                involves:

            


    

    


    1) a
      firm
      obligation for the purchase of more than 35 billion cubic feet of natural gas
      reserves;

    


    2) a
      firm
      sales obligation entailing a deliverability of more than 10 million cubic feet
      of natural gas per day; or

    


    3) a
      firm
      transportation obligation entailing a commitment of capacity for more than
      20
      million cubic feet of natural gas per day;

    


    
      	 	
              (l)

            	
              any
                transaction or agreement with either stockholder of the Corporation
                or any
                of their affiliates, other than in the ordinary course of business
                involving delivery or transportation of natural gas in volumes not
                in
                excess of 10,000 Mcf/d;

            


    

    


    
      	 	
              (m)

            	
              establishment
                of compensation and benefit packages for employees other than budgeted
                increases in compensation and
                benefits;

            


    

    


    
      	 	
              (n)

            	
              any
                employment contract;

            


    

    


    
      	 	
              (o)

            	
              the
                adoption of (i) any bonus or employee benefit plan or program or
                (ii) any
                material amendment to or change in any such plan or program, other
                than as
                provided for in the budget;

            


    

    


    
      	 	
              (p)

            	
              the
                payment of any bonuses except for bonuses approved under Board- approved
                benefit plans, other than as provided for in the
                budget;

            


    

    


    
      	 	
              (q)

            	
              the
                institution of litigation in any court or a proceeding in arbitration
                involving a claim in excess of $1,000,000 or the settlement of any
                litigation or arbitration involving the payment by the Corporation
                of more
                than $250,000;

            


    

    


    
      	 	
              (r)

            	
              the
                establishment and modification of significant accounting methods,
                practices or policies or significant tax
                policies;

            


    

    


    
      	 	
              (s)

            	
              the
                change of the fiscal year of the
                Corporation;

            


    

    


    
      	 	
              (t)

            	
              the
                voting of, or giving any consent with respect to, any stock owned
                by the
                Corporation;

            


    


    
      
        
        

      

      
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          9 -

        
          

        

      

      
        
        

      

    


    (u) any
      material action with respect to FERC certificates, material rate settlements
      and
      other material regulatory proceedings and filings, including rate
      filings;

    


    
      	 	
              (v)

            	
              any
                filing with the Securities and Exchange
                Commission;

            


    

    


    
      	 	
              (w)

            	
              any
                contract entered into after the date of adoption of these Bylaws
                or any
                amendment to any existing or future contract with a stockholder of
                the
                Corporation or any affiliate thereof, provided that this provision
                shall
                not apply to any action required to implement all contracts between
                Florida Gas Transmission Company and affiliates of the stockholders
                of the
                Corporation which contracts were in existence on March 27, 1986,
                and
                provided further that this Section (w) shall not apply to those contracts
                exempt under Section (1) hereof ;

            


    

    


    
      	 	
              (x)

            	
              instituting
                proceedings to have the Corporation adjudicated bankrupt or insolvent,
                or
                consenting to the institution of bankruptcy or insolvency proceedings
                against the Corporation or filing a petition seeking, or consenting
                to,
                reorganization or relief with respect to the Corporation under any
                applicable federal or state law relating to bankruptcy, or consenting
                to
                the appointment of a receiver, liquidator, assignee, trustee, sequestrator
                (or other similar official) of the Corporation or a substantial part
                of
                its property, or make any assignment for the benefit of creditors
                of the
                Corporation, or admitting in writing the Corporation’s inability to pay
                its debts generally as they become due, or taking action in furtherance
                of
                any such action; and;

            


    

    


    
      	 	
              (y)

            	
              such
                other matters as are required by law to be approved by the stockholders
                of
                the Corporation or the Board of
                Directors.

            


    

    


    The
      Board
      of Directors of the Corporation shall take or cause to be taken such action
      as
      may be required (including, without limitation, adoption of appropriate bylaw
      provisions) to ensure that the approval of the Corporation as the sole
      stockholder of each subsidiary of the Corporation is required in order for
      such
      subsidiary to enter into an obligation for or to approve any Important Matter
      (with references to the Corporation in the aforesaid list to mean such
      subsidiary for such purpose).

    


    Article
      IV

    Officers

    


    Section
      1.
      Number,
      Titles and Term of Office.
      The
      officers of the Corporation shall be a President, one or more Vice Presidents
      (any one or more of whom may be designated Executive Vice President or Senior
      Vice President), a Treasurer, a Secretary, and, if the Board of Directors so
      elects, a Chairman of the Board, and such other officers as the Board of
      Directors may from time to time elect or appoint. Each officer shall hold office
      until such officer’s successor shall be duly elected and shall qualify or until
      such


    
      
        
        

      

      
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    officer’s
      death or until such officer shall resign or shall have been removed in the
      manner hereinafter provided. Any number of offices may be held by the same
      person, unless the charter documents of the Corporation provide otherwise.
      Except for the Chairman of the Board, no officer need be a director.


    


    Section
      2. Salaries.
      The
      salaries or other compensation of the officers and agents of the Corporation
      shall be fixed from time to time by the Board of Directors.

    


    Section
      3. Removal.
      Any
      officer or agent elected or appointed by the Board of Directors may be removed,
      either with or without cause, by the Board of Directors. Such removal shall
      be
      without prejudice to the contract rights, if any, of the person so removed.
      Election or appointment of an officer or agent shall not itself create contract
      rights.

    


    Section
      4. Vacancies.
      Any
      vacancy occurring in any office of the Corporation may be filled by the Board
      of
      Directors.

    


    Section
      5. Powers
      and Duties of the Chief Executive Officer.
      The
      President shall be the chief executive officer of the Corporation unless the
      Board of Directors designates the Chairman of the Board as the chief executive
      officer. Subject to the control of the Board of Directors, the chief executive
      officer shall have general executive charge, management, and control of the
      properties, business and operations of the Corporation with all such powers
      as
      may be reasonably incident to such responsibilities; he may sign all
      certificates for shares of capital stock of the Corporation; and shall have
      such
      other powers and duties as designated in accordance with these Bylaws and as
      from time to time may be assigned to him by the Board of Directors.

    


    Section
      6. Powers
      and Duties of the Chairman of the Board.
      If
      elected, the Chairman of the Board shall preside at all meetings of the
      stockholders and of the Board of Directors; and he shall have such other powers
      and duties as designated in these Bylaws and as from time to time may be
      assigned to him by the Board of Directors.

    


    Section
      7.
      Powers
      and Duties of the President.
      Unless
      the Board of Directors otherwise determines, the President shall, in the absence
      of the Chairman of the Board or if there is no Chairman of the Board, preside
      at
      all meetings of the stockholders and (should the President be a director) of
      the
      Board of Directors; and the President shall have such other powers and duties
      as
      designated in accordance with these Bylaws and as from time to time may be
      assigned to the President by the Board of Directors.

    


    Section
      8. Vice
      Presidents.
      In the
      absence of the President, or in the event of his inability or refusal to act,
      a
      Vice President designated by the Board of Directors shall perform the duties
      of
      the President, and when so acting shall have all the powers of and be subject
      to
      all the restrictions upon the President. In the absence of a designation by
      the
      Board of Directors or a Vice President to perform the duties of the President,
      or in the event of his absence of inability or refusal to act, the Vice
      President who is present and who is senior in terms of time as a Vice President
      of the Corporation shall so act. The


    
      
        
        

      

      
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          11 -

        
          

        

      

      
        
        

      

    


    Vice
      President shall perform such other duties and have such other powers as the
      Board of Directors may from time to time prescribe.

    


    Section
      9. Treasurer.
      The
      Treasurer shall have responsibility for the custody and control of all the
      funds
      and securities of the Corporation, and the Treasurer shall have such other
      powers and duties as designated by these Bylaws and as from time to time may
      be
      assigned by the Board of Directors. The Treasurer shall perform all acts
      incident to the position of Treasurer, subject to the control of the chief
      executive officer and the Board of Directors; and he shall, if required by
      the
      Board of Directors, give such bond the faithful discharge of his duties in
      such
      form as the Board of Directors may require.

    


    Section
      10. Assistant
      Treasurers.
      Each
      Assistant Treasurer shall have the usual powers and duties pertaining to his
      office, together with such other powers and duties as designated in these Bylaws
      and as from time to time may be assigned to him by the chief executive officer
      or the Board of Directors. The Assistant Treasurer shall exercise the powers
      of
      the Treasurer during that officer’s absence or inability or refusal to
      act.

     

    Section
      11.
      Secretary.
      The
      Secretary shall keep the minutes of all meetings of the Board of Directors
      and
      the stockholders in books provided for that purpose; shall attend to the giving
      and serving of all notices; may in the name of the Corporation affix the seal
      of
      the Corporation to all contracts of the Corporation and attest the affixation
      of
      the seal of the Corporation thereto; may sign with the other appointed officers
      all certificates for shares of capital stock of the Corporation; shall have
      charge of the certificate books, transfer books and stock ledgers, and such
      other books and papers as the Board of Directors may direct, all of which shall
      at all reasonable times be open to inspection of any director upon application
      at the office of the Corporation during business hours; shall have such other
      powers and duties as designated in these Bylaws and as from time to time may
      be
      assigned to the Secretary by the Board of Directors,; and shall in general
      perform all acts incident to the office of Secretary, subject to the control
      of
      the chief executive officer and the Board of Directors. 

     

    Section
      12.
      Assistant
      Secretaries.
      Each
      Assistant Secretary shall have the usual powers and duties pertaining to such
      office, together with such other powers and duties as designated in these Bylaws
      and as from time to time may be assigned to an Assistant Secretary by the chief
      executive officer and the Board of Directors. The Assistant Secretary shall
      exercise the powers of the Secretary during that officer’s absence or inability
      or refusal to act. 

    


     

    Article
      V

    Capital
      Stock

    


    Section
      1.
      Certificates
      of Stock.
      The
      certificates for shares of the capital stock of the Corporation shall be in
      such
      form, not inconsistent with that required by law and the charter documents
      of
      the Corporation, as shall be approved by the Board of Directors. The Chairman
      of
      the Board (if any), President, or a Vice President shall cause to
      be


    
      
        
        

      

      
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          12 -

        
          

        

      

      
        
        

      

    


    issued
      to
      each stockholder one or more certificates, under seal of the Corporation or
      a
      facsimile thereof if the Board of Directors shall provided for a seal, and
      signed by the Chairman of the Board (if any), President, or a Vice President
      and
      the Secretary, or an Assistant Secretary or the Treasurer or an Assistant
      Treasurer certifying the number and class of shares owned by such stockholder
      in
      the Corporation; provided, however, that any of or all the signatures on the
      certificate may be facsimile. The stock record books and the blank stock
      certificate books shall be kept by the Secretary, or at the office of such
      transfer agent or transfer agents as the Board of Directors may from time to
      time by resolution determine. In case any officer, transfer agent or registrar
      who shall have signed or whose facsimile signature or signatures shall have
      been
      placed upon any such certificate or certificates shall have ceased to be such
      officer, transfer agent or registrar before such certificate is issued by the
      Corporation, such certificate may nevertheless be issued by the Corporation
      with
      the same effect as if such person were such officer, transfer agent or registrar
      at the date of the issue. The stock certificates for each class of stock shall
      be consecutively numbered and shall be entered in the books of the Corporation
      as they are issued and shall exhibit the holder’s name and number of
      shares.

    


    Section
      2.
      Transfer
      of Shares.
      The
      shares of stock of the Corporation shall be transferable only on the books
      of
      the Corporation by the holders thereof in person or by their duly authorized
      attorneys or legal representatives upon surrender and cancellation of
      certificates for a like number of shares. Upon surrender to the Corporation
      or a
      transfer agent of the Corporation of a certificate for shares duly endorsed
      or
      accompanied by proper evidence of succession, assignment or authority to
      transfer, it shall be the duty of the Corporation to issue a new certificate
      to
      the person entitled thereto, cancel the old certificate and record the
      transaction upon its books.

    


    Section
      3.
      Ownership
      of Shares.
      The
      Corporation shall be entitled to treat the holder of record of any share or
      shares of capital stock of the Corporation as the holder in fact thereof and
      accordingly, shall not be bound to recognize any equitable or other claim to
      or
      interest in such share or shares on the part of any other person, whether or
      not
      it shall have express or other notice thereof, except as otherwise provided
      by
      the laws of the state of incorporation of the Corporation or these
      Bylaws.

    


    Section
      4.
      Regulations
      Regarding Certificates.
      The
      Board of Directors shall have the power and authority to make all such rules
      and
      regulations as they may deem expedient concerning the issue, transfer and
      registration or the replacement of certificates for shares of capital stock
      of
      the Corporation.

    


    Section
      5.
      Lost
      or Destroyed Certificates.
      The
      Board of Directors may determine the conditions upon which the Corporation
      may
      issue a new certificate of stock in place of a certificate theretofore issued
      by
      it which is alleged to have been lost, stolen or destroyed; and may, in their
      discretion, require the owner of such certificate or such owner’s legal
      representative to give bond, with surety sufficient to indemnify the Corporation
      and each transfer agent and registrar against any and all losses or claims
      which
      may arise by reason of the issue of a new certificate in the place of the one
      so
      lost, stolen or destroyed.


    
      
        
        

      

      
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    Article
      VII

    Miscellaneous
      Provisions

    


    Section
      1.
      Fiscal
      Year.
      The
      fiscal year of the Corporation shall begin on the first day of January of each
      year.

    


    Section
      2.
      Corporate
      Seal.
      The
      Board of Directors may provide a suitable seal, containing the name of the
      Corporation. The Secretary shall have charge of the seal (if any). If and when
      so directed by the Board of Directors, duplicates of the seal may be kept and
      used by the Treasurer or by the Assistant Secretary or Assistant
      Treasurer.

    


    Section
      3.
      Notice
      and Waiver of Notice.
      Whenever any notice is required to be given by law, the charter documents of
      the
      Corporation or under the provisions of these Bylaws, said notice shall be deemed
      to be sufficient if given (i) by telegraphic, cable or wireless transmission
      (including by telecopy or facsimile transmission) or (ii) by deposit of the
      same
      in a post office box or by delivery to an overnight courier service company
      in a
      sealed prepaid wrapper addressed to the person entitled thereto at such person’s
      post office address, as it appears on the records of the Corporation, and such
      notice shall be deemed to have been given on the day of such transmission or
      mailing or delivery to courier, as the case may be.

    


    Whenever
      notice is required to be given by law, the charter documents of the Corporation
      or under any of the provisions of these Bylaws, a written waiver thereof, signed
      by the person entitled to notice, whether before or after the time stated
      therein, shall be deemed equivalent to notice. Attendance of a person at a
      meeting shall constitute a waiver of notice of such meeting, except when the
      person attends a meeting for the express purpose of objecting, at the beginning
      of the meeting, to the transaction of any business because the meeting is not
      lawfully called or convened. Neither the business to be transacted at, nor
      the
      purpose of, any regular or special meeting of the stockholders or directors
      need
      be specified in any written waiver of notice unless so required by the charter
      documents of the Corporation or these Bylaws.

    


    Section
      4. Resignations.
      Any
      director or officer may resign at any time. Such resignation shall be made
      in
      writing and shall take effect at the time specified therein, or if no time
      is
      specified, at the time of its receipt by the chief executive officer or
      Secretary. The acceptance of a resignation shall not be necessary to make it
      effective, unless expressly so provided in the resignation.

    


    Section
      5.
      Facsimile
      Signatures.
      In
      addition to the provisions for the use of facsimile signatures elsewhere
      specifically authorized in these Bylaws, facsimile signatures of any officer
      or
      officers of the Corporation may be used whenever and as authorized by the Board
      of Directors.

    


    Section
      6.
      Reliance
      upon Books, Reports and Records.
      A
      member of the Board of Directors shall in performance of such person’s duties,
      be fully protected in relying in


    
      
        
        

      

      
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    good
      faith upon the books of account or reports made to the Corporation by any of
      its
      officers, or by an independent certified public accountant, or by an appraiser
      selected with reasonable care by the Board of Directors, or in relying in good
      faith upon other records of the Corporation.

    


    Section
      7.
      Separateness
      Operation Covenants.
      The
      Corporation shall conduct its business and operations in a manner that ensures
      its separate and distinct identity. In furtherance of this objective, the
      Corporation shall:

    


    
      	 	
              (a)

            	
              maintain
                its books and records separate from any other person or
                entity;

            


    

    


    
      	 	
              (b)

            	
              maintain
                its accounts separate from those of any other person or
                entity;

            


    

    


    
      	 	
              (c)

            	
              not
                commingle its assets with those of any other entity, and maintain
                its
                assets in a manner so that it is not costly or difficult to segregate,
                identify or ascertain its assets;

            


    

    


    
      	 	
              (d)

            	
              conduct
                its own business in its own name;

            


    

    


    
      	 	
              (e)

            	
              maintain
                separate financial statements;

            


    

    


    
      	 	
              (f)

            	
              pay
                its own liabilities out of its own
                funds;

            


    

    


    
      	 	
              (g)

            	
              observe
                all entity formalities and other formalities required by its governance
                documents; 

            


    

    


    
      	 	
              (h)

            	
              maintain
                an arm’s-length relationship with its
                affiliates;

            


    

    


    
      	 	
              (i)

            	
              pay
                the salaries of its own employees and contractors and maintain a
                sufficient number of employee or contractors in light of its contemplated
                business operations;

            


    

    


    
      	 	
              (j)

            	
              not
                guarantee or become obligated for the debts of any stockholder of
                the
                Corporation’s parent, Citrus Corp. (hereinafter referred to as “Citrus
                Stockholder”), or the debts of any parent, subsidiary, or affiliate of any
                Citrus Stockholder (together hereinafter referred to as “Affiliated
                Entity”), or hold out its credit as being available to satisfy the
                obligations of any Citrus Stockholder or any Affiliated Entity, or
                permit
                all or substantially all of the Corporation’s debt to be guaranteed by a
                Citrus Stockholder or an Affiliated
                Entity;

            


    

    


    
      	 	
              (k)

            	
              not
                acquire obligations or securities of any Citrus Stockholder or any
                Affiliated Entity; 

            


    

    


    
      	 	
              (l)

            	
              allocate
                fairly and reasonably any overhead for office space or services shared
                with or performed by
                affiliates;

            


    


    
      
        
        

      

      
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          15 -

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (m)

            	
              use
                separate stationery, invoices, and
                checks;

            


    

    


    
      	 	
              (n)

            	
              not
                pledge its assets for the benefit of any Citrus Stockholder or any
                Affiliated Entity, or make any loans or advances to any Citrus Stockholder
                or any Affiliated Entity;

            


    

    


    
      	 	
              (o)

            	
              hold
                itself out as a separate entity;

            


    

    


    
      	 	
              (p)

            	
              correct
                any known misunderstanding regarding its separate identity;
                and

            


    

    


    
      	 	
              (q)

            	
              maintain
                adequate capital in light of its contemplated business
                operations.

            


    

    


    Article
      VII

    Amendments

    


    The
      Board
      of Directors shall have the power to adopt, amend and repeal from time to time
      Bylaws of the Corporation, subject to the right of the stockholders entitled
      to
      vote with respect thereto amend to or repeal such Bylaws as adopted or amended
      by the Board of Directors; provided, that any alteration, amendment or repeal
      of
      any “Important Matter” set forth in Article III, Section 12 of these Bylaws
      shall require the approval of the stockholders then entitled to
      vote.

    
 

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