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                                                                     EXHIBIT 3.B











                               EL PASO CGP COMPANY

                            (A DELAWARE CORPORATION)



                                     BY-LAWS






















Adopted June 24, 2002



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                                     BY-LAWS

                                       OF

                               EL PASO CGP COMPANY

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders
shall be held for the election of directors on the second Tuesday in June of
each year, if such day be not a legal holiday, in the state where such meeting
is to be held, or, if a legal holiday, then at the same time on such next
succeeding business day at the principal office of the Corporation in the State
of Delaware or at such other date, time or place either within or without the
State of Delaware as may be designated by the Board of Directors from time to
time. Any other proper business may be transacted at the annual meeting. The
Board of Directors may, in its sole discretion, determine that any annual
meeting of stockholders may be held solely by means of remote communication.

         SECTION 2. SPECIAL MEETINGS. Special meetings of stockholders, to be
held at the principal office of the Corporation in the State of Delaware or at
such other place within or without the State of Delaware and at such date and
time as may be stated in the notice of the meeting, and for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the Board of
Directors, the Chairman of the Board, or the President, and shall be called by
the Chairman of the Board, the President or the Secretary at the request in
writing of stockholders owning a majority of the issued and outstanding shares
of capital stock of the Corporation of the class or classes which would be
entitled to vote on the matter or matters proposed to be acted upon at such
special meeting of stockholders. Any such request shall state the purpose or
purposes of the proposed meeting. The Board of Directors may, in its sole
discretion, determine that any special meeting of stockholders may be held
solely by means of remote communication.

         SECTION 3. NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, the Corporation shall give notice of
such meeting of stockholders.

                  (a) Such notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. No business other than that specified in the notice
thereof shall be transacted at a special meeting of stockholders. Unless
otherwise provided by law, the notice of any meeting shall be given not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. Notice to stockholders may be
given in writing or by electronic transmission as defined in Article VI of these
By-laws. If given in writing, notice



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may be delivered personally, may be mailed, or, with the consent of the
stockholder entitled to receive notice, may be given by any of the means
specified in subsection (b) of this Section 3. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.

                  (b) Any notice to stockholders given by the Corporation shall
be effective if given by a form of electronic transmission to which the
stockholder to whom the notice is given has consented. Notice given pursuant to
this subsection shall be deemed given: (1) if by facsimile transmission, when
directed to a number at which the stockholder has consented to receive notice;
(2) if by electronic mail, when directed to an electronic mail address at which
the stockholder has consented to receive notice; (3) if by posting on an
electronic network together with separate notice to the stockholder of such
specific posting, upon the latter of (A) such posting and (B) the giving of such
separate notice; and (4) if by any other form of electronic transmission, when
directed to the stockholder. An affidavit of the secretary or an assistant
secretary or of the transfer agent or other agent of the Corporation that the
notice has been given by a form of electronic transmission shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

         SECTION 4. ADJOURNMENTS. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if, after the adjournment, a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         SECTION 5. QUORUM. At any meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of each class of stock
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum. For purposes of the foregoing, two or more classes or
series of stock shall be considered a single class if the holders thereof are
entitled to vote together as a single class at the meeting. In the absence of a
quorum the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided by Article I, Section 4 of these
by-laws until a quorum shall attend. Shares of its own capital stock belonging
on the record date for the meeting to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the Corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

         SECTION 6. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, or in his absence, by the President, any
Executive Vice President, Senior Vice President or Vice President, or in the
absence of the foregoing persons by a



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chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the presiding chairman of the
meeting may appoint any person to act as secretary of the meeting.

         SECTION 7. VOTING; PROXIES. Unless otherwise provided in the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. The vote for directors and,
upon the demand of any stockholder, the vote upon any question before the
meeting shall be by written ballot. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws:

         (a) Directors shall be elected by a plurality in voting power of the
shares present in person or represented by proxy at the meeting and entitled to
vote in the election of directors; and

         (b) Whenever any corporate action other than the election of Directors
is to be taken, it shall be authorized by a majority in voting power of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the subject matter.

         SECTION 8. REMOTE COMMUNICATION. For the purposes of these by-laws, if
authorized by the Board of Directors in its sole discretion, and subject to such
guidelines and procedures as the Board of Directors may adopt, stockholders and
proxyholders may, by means of remote communication, participate in, be deemed
present in person, and vote at a meeting of stockholders, provided that (i) the
Corporation shall implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxyholder, (ii) the Corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the corporation.

         SECTION 9. STOCKHOLDER ACTION WITHOUT A MEETING. (a) Except as
otherwise provided by law, the Certificate of Incorporation or these By-laws,
any action required to be taken or that may be taken at any meeting of
stockholders of the Corporation may be taken



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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 all
of the outstanding stock entitled to vote thereon and shall be delivered to the
Corporation by delivery to its Corporate Secretary by means of hand delivery,
mail or electronic transmission, as defined in Article VI of these By-laws.

         SECTION 10. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to 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 may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary, shall
be on the day on which the first written consent is expressed; and (3) the
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board 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 may fix a new record date for the adjourned
meeting.

         SECTION 11. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing contained in this
Section 11 shall require the Corporation to include electronic mail addresses or
other electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least ten days prior to the meeting: (i) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the Corporation. In the
event that the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to stockholders of the Corporation. The 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.



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                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1. POWERS; NUMBERS; QUALIFICATIONS. The business, affairs,
operations and property of the Corporation shall be managed by or under the
direction of the Board of Directors, except as may be otherwise provided by law
or in the certificate of incorporation. The number of directors constituting the
entire Board shall be not less than one. The number of directors shall be as
determined from time to time by resolution of the Board of Directors or by the
stockholders at the Annual Meeting. Directors need not be stockholders.

         SECTION 2. ELECTION; TERM OF OFFICE; RESIGNATION; VACANCIES. Each
director shall hold office until the annual meeting of stockholders next
succeeding his election and until his successor is elected and qualified or
until his earlier resignation or removal. Any director may resign at any time
upon written notice to the Board of Directors, to the Chairman of the Board, to
the President or to the Secretary of the Corporation; provided, however, that if
such notice is given by electronic transmission, such electronic transmission
must either set forth or be submitted with information from which it can be
determined that the electronic transmission was authorized by the director. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. Unless otherwise provided in the certificate of
incorporation or these by-laws, vacancies and newly created directorships
resulting from any increase in the authorized number of directors or from any
other cause may be filled by a majority of the directors then in office,
although less than a quorum.

         SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board may from time to time determine, and if so determined notice
thereof need not be given.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the Chairman of the Board, the President or by any two
directors. Reasonable notice thereof shall be given by the person or persons
calling the meeting.

         SECTION 5. MEETINGS BY REMOTE COMMUNICATION PERMITTED. Unless otherwise
restricted by the certificate of incorporation or these by-laws, members of the
Board of Directors, or any committee designated by the Board, may participate in
a meeting of the Board or of such committee, as the case may be, by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this by-law shall constitute presence in person at such
meeting.

         SECTION 6. QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the
Board of Directors, directors constituting a majority of the entire Board shall
constitute a quorum for the transaction of business. The vote of a majority of
the directors present at a meeting at



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which a quorum is present shall be the act of the Board unless the certificate
of incorporation or these by-laws shall require a vote of a greater number;
provided, however, that whenever any meeting of the Board shall be held outside
of the United States of America, no action taken at such meeting shall be
effective unless concurred in by a majority of the entire Board. In case at any
meeting of the Board a quorum shall not be present, the members of the Board
present may adjourn the meeting from time to time until a quorum shall attend.

         SECTION 7. ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his absence, by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the presiding chairman of the meeting may appoint any person to
act as secretary of the meeting.

         SECTION 8. BOARD ACTION BY CONSENT OF DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee. Consents may be executed in counterparts, all of which together shall
be deemed to be one and the same document. Signatures on such counterparts may
be transmitted to the Corporate Secretary by means of electronic transmission,
as defined in Article VI of these By-laws.

         SECTION 9. ADVISORY DIRECTORS. The Board of Directors may, from time to
time, elect one or more Advisory Directors, each of whom shall serve until the
first meeting of the Board next following the Annual Meeting of Stockholders or
until his earlier resignation or removal by the Board. Advisory Directors shall
serve as advisors and consultants to the Board of Directors, shall be invited to
attend all meetings of the Board and may participate in all discussions
occurring during such meetings. Advisory Directors shall not be privileged to
vote on matters brought before the Board and shall not be counted for the
purpose of determining whether a quorum of the Board is present.


                                   ARTICLE III

                                   COMMITTEES

         SECTION 1. COMMITTEES OF THE BOARD. The Board of Directors may, by
resolution passed by a majority of the entire Board, designate one or more
committees, each committee to consist of one or more of the directors. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
Vacancies in any such committee shall be filled by the Board, but in the absence
or disqualification of a member of such committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and



                                      -6-
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affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have
power or authority in reference to amending the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation), adopting an agreement of merger or
consolidation under Sections 251 or 252 of the Delaware General Corporation Law,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of dissolution, or
amending these by-laws, and, unless the resolution or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law.

         SECTION 2. COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall
be the act of such committee, and in other respects such committee shall conduct
its business in the same manner as the Board conducts its business pursuant to
Article II of these by-laws.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. OFFICERS; GENERAL PROVISIONS. The officers of the
Corporation shall consist of such of the following as the Board of Directors may
from time to time elect: a Chairman of the Board, a President, one or more
Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, a Secretary, a Treasurer and a Controller. The Chairman of the Board
shall be chosen from among the directors. The Board may also elect one or more
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and
Assistant Controllers, and such other officers with such titles and powers
and/or duties as the Board shall from time to time determine. Officers may be
designated for particular areas of responsibility and simultaneously serve as
officers of subsidiaries or divisions. The foregoing officers shall be elected
as soon as practicable after the annual meeting of stockholders in each year to
hold office until the first meeting of the Board after the annual meeting of
stockholders next succeeding his election, and until his successor is elected
and qualified or until his earlier resignation or removal. Any officer so
elected may resign at any time upon notice in writing or by electronic
transmission to the Board, the Chairman of the Board, the President or the
Secretary; provided, however, that if such notice is given by electronic
transmission, such electronic transmission must either set forth or be



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submitted with information from which it can be determined that the electronic
transmission was authorized by the officer. Such resignation shall take effect
at the time specified therein, and unless otherwise specified therein, no
acceptance of such resignation shall be necessary to make it effective. Any
officer may be removed, with or without cause, by vote of a majority of the
entire Board of Directors at a meeting called for that purpose. Any such removal
shall be without prejudice to the contractual rights of such officer, if any,
with the Corporation, but the election or appointment of any officer shall not
of itself create contractual rights. Any number of offices may be held by the
same person. Any vacancy occurring in any office by death, resignation, removal
or otherwise may be filled for the unexpired portion of the term by the Board at
any regular or special meeting.

         SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when
present, preside at all meetings of the stockholders and the Board; have
authority to call special meetings of the stockholders and of the Board; have
authority to sign and acknowledge in the name and on behalf of the corporation
all stock certificates, contracts or other documents and instruments except
where the signing thereof shall be expressly delegated to some other officer or
agent by the Board or required by law to be otherwise signed or executed and,
unless otherwise provided by law or by the Board, may authorize any officer,
employee or agent of the corporation to sign, execute and acknowledge in his
place and stead all such documents and instruments; he shall fix the
compensation of officers of the corporation, other than his own compensation,
and the compensation of officers of its principal operating subsidiaries
reporting directly to him unless such authority is otherwise reserved to the
Board or a committee thereof; and he shall approve proposed employee
compensation and benefit plans of subsidiary companies not involving the
issuance or purchase of capital stock of the corporation. He shall have the
power to appoint and remove any Vice President, Controller, General Counsel,
Secretary or Treasurer of the corporation. He shall also have the power to
appoint and remove such associate or assistant officers of the corporation with
such titles and duties as he may from time to time deem necessary or
appropriate. He shall have such other powers and perform such other duties as
from time to time may be assigned to him by the Board or the Executive
Committee.

         SECTION 3. PRESIDENT. The President shall have general control of the
business, affairs, operations and property of the Corporation, subject to the
Chairman of the Board and the Board of Directors. He may sign or execute, in the
name of the Corporation, all deeds, mortgages, bonds, contracts or other
undertakings or instruments, except in cases where the signing or execution
thereof shall have been expressly delegated by the Chairman of the Board or the
Board to some other officer or agent of the Corporation. He shall have and may
exercise such powers and perform such duties as may be provided by law or as are
incident to the office of President of a corporation and such other duties as
are assigned by these by-laws and as may from time to time be assigned by the
Chairman of the Board or the Board.

         SECTION 4. VICE PRESIDENTS. Each Executive Vice President, Senior Vice
President, Vice President and Assistant Vice President shall have such powers
and perform such duties as may be provided by law or as may from time to time be
assigned to him, either generally or in specific instances, by the Board of
Directors, the Chairman of the Board or the President.



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         Any Executive Vice President or Senior Vice President may perform any
of the duties or exercise any of the powers of the Chairman of the Board or the
President at the request of, or in the absence or disability of, the Chairman of
the Board or the President or otherwise as occasion may require in the
administration of the business and affairs of the Corporation.

         Each Executive Vice President, Senior Vice President, Vice President
and Assistant Vice President shall have authority to sign or execute all deeds,
mortgages, bonds, contracts or other instruments on behalf of the Corporation,
except in cases where the signing or execution thereof shall have been expressly
delegated by the Board of Directors or these by-laws to some other officer or
agent of the Corporation.

         SECTION 5. SECRETARY. The Secretary shall keep the minutes of meetings
of the stockholders and of the Board of Directors in books provided for the
purpose; he shall see that all notices are duly given in accordance with the
provisions of these by-laws, or as required by law; he shall be custodian of the
records and of the corporate seal or seals of the Corporation; he shall see that
the corporate seal is affixed to all documents requiring same, the execution of
which, on behalf of the Corporation, under its seal, is duly authorized, and
when said seal is so affixed he may attest same; and, in general, he shall
perform all duties incident to the office of the secretary of a corporation, and
such other duties as from time to time may be assigned to him by the Board, the
Chairman of the Board or the President or as may be provided by law. Any
Assistant Secretary may perform any of the duties or exercise any of the powers
of the Secretary at the request of, or in the absence or disability of, the
Secretary or otherwise as occasion may require in the administration of the
business and affairs of the Corporation.

         SECTION 6. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by or under
authority of the Board of Directors; if required by the Board, he shall give a
bond for the faithful discharge of his duties, with such surety or sureties as
the Board may determine; he shall keep or cause to be kept full and accurate
records of all receipts and disbursements in books of the Corporation and shall
render to the Chairman of the Board, the President and the Board, whenever
requested, an account of the financial condition of the Corporation; and, in
general, he shall perform all the duties incident to the office of treasurer of
a corporation, and such other duties as may be assigned to him by the Board, the
Chairman of the Board or the President or as may be provided by law.

         SECTION 7. CONTROLLER. The Controller shall be the chief accounting
officer of the Corporation. He shall keep full and accurate accounts of the
assets, liabilities, commitments, receipts, disbursements and other financial
transactions of the Corporation; shall cause regular audits of the books and
records of account of the Corporation and supervise the preparation of the
Corporation's financial statements; and, in general, he shall perform the duties
incident to the office of controller of a corporation and such other duties as
may be



                                      -9-
<PAGE>

assigned to him by the Board, the Chairman of the Board or the President or as
may be provided by law. If no Controller is elected by the Board of Directors,
the Treasurer shall perform the duties of the office of controller.


                                    ARTICLE V

                                      STOCK

         SECTION 1. CERTIFICATES. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board, the President or by any Executive Vice President,
Senior Vice President or Vice President, and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. Any or all the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

         SECTION 2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF
NEW CERTIFICATES. The Corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.

                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall end on
the thirty-first day of December in each year, or on such other day as may be
fixed from time to time by the Board of Directors.

         SECTION 2. SEAL. The Corporation may have a corporate seal which shall
have inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware." The corporate seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

         SECTION 3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND
COMMITTEES. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these by-laws, a waiver
thereof, either in writing and signed by the person entitled to notice or by
electronic transmission shall be deemed equivalent to



                                      -10-
<PAGE>

notice, whether given before or after the time and date stated in such notice.
If such a waiver is given by electronic transmission, the electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
person otherwise entitled 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, directors, or members of a
committee of directors need be specified in any waiver of notice unless so
required by the certificate of incorporation or these by-laws.

         SECTION 4. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. The
Corporation shall indemnify to the full extent authorized by law any person made
or threatened to be made a party to any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or intestate, is or was a director, officer or employee of the
Corporation or any predecessor of the Corporation or serves or served any other
enterprise as a director, or officer or employee at the request of the
Corporation or any predecessor of the Corporation. In the event that the Board
of Directors or stockholders refuse or fail to provide indemnity, a person may
seek indemnity from the Corporation in court and have the court substitute its
judgment as to the propriety of indemnity, or determine such propriety in the
absence of any determination thereof by the Board or by stockholders.

         SECTION 5. INTERESTED DIRECTORS; QUORUM. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board, a committee thereof or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board or of a committee which authorizes the contract
or transaction.

         SECTION 6. FORM OF RECORDS. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or by means of, or be in the form of,
any information storage device or method, provided that the records so kept can
be converted into clearly legible paper form



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within a reasonable time. The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.

         SECTION 7. AMENDMENT OF BY-LAWS. These by-laws may be altered or
repealed, and new by-laws made, by the affirmative vote of a majority of the
entire Board of Directors, but the stockholders may make additional by-laws and
may alter or repeal any by-laws whether or not adopted by them.

         SECTION 8. GENDER REFERENCES. All references and uses herein of the
masculine pronouns "he" or "his" shall have equal applicability to and shall
also mean their feminine counterpart pronouns, such as "she" or "her."

         SECTION 9. ELECTRONIC TRANSMISSION. For purposes of these by-laws,
"electronic transmission" means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process. For purposes of these by-laws, electronic transmission shall include
facsimile, e-mail and other similar methods.



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