EXHIBIT
3.B
 
 
 
 
 
 
 
 
 
 
 
 
 
 EL
PASO NATURAL GAS COMPANY
 
 (a
Delaware corporation)
 
 
 
 BY-LAWS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 As amended June 2,
2008
 
  
  BY-LAWS
  OF
  EL
PASO NATURAL GAS COMPANY
  ARTICLE
I
  Offices
  Section
1.Offices.  The
registered office of El Paso Natural Gas Company (the “Corporation”) shall be in
the State of Delaware.  The Corporation may have offices at such other
places both within and without the State of Delaware as the Board of Directors
of the Corporation (the “Board of Directors”) may from time to time determine or
as may be necessary or convenient to the business of the
Corporation.
  ARTICLE
II
  Stockholders
  Section
1.Annual
Meetings.  The annual meeting of the stockholders of the
Corporation shall be held for the election of directors on the second Tuesday in
June of each year, if such day is not a legal holiday, in the state where such
meeting is to be held, or, if such day is 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 (if any) 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 the stockholders of the
Corporation shall be held on such date, at such time and at the principal office
of the Corporation in the State of Delaware, or at such other place (if any)
within or without the State of Delaware as shall be stated in the notice of the
meeting.  Such special meetings of the stockholders may be held for
any purpose or purposes as shall be stated in the notice of the meeting, unless
otherwise prescribed by statute, and may be called by the Board of Directors,
the Chairman of the Board, or the President.  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 (if any), date, and hour of the meeting, the means of remote
communication (if any) by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which such special 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 (10) nor more than sixty (60) 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 Section 10 of Article VII of these By-laws).  If given in writing,
notice 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 or her 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: (i) if by facsimile transmission, when directed to a number at which the
stockholder has consented to receive notice; (ii) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice; (iii) 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 (iv) 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.
  (c)  Waiver of notice of
any meeting of stockholders shall be effected in accordance with Section 3 of
Article VII of these By-laws.
  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 date, time, place (if any), and means of remote
communication (if any) 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 (30) days, or if,
after the adjournment, a new record date is fixed for the adjourned meeting in
accordance with Section 10 of this Article II, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the
meeting.
  Section
5.Quorum.  Except
where otherwise provided by law, the Certificate of Incorporation of the
Corporation (the “Certificate of Incorporation”), or these By-laws, the holders
of a majority of the aggregate voting power of the stock issued and outstanding
and entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum for the transaction of business at all meetings of
stockholders.  Where a separate vote by a class or series or classes
or series is required, a majority of the aggregate voting power of such class or
series or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter.  In the absence of a quorum the stockholders so present may,
by majority vote, adjourn the meeting to another time in the manner provided by
Section 4 of this Article II 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.
  2
 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 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 or her absence, the presiding chairman of
the meeting may appoint any person to act as secretary of the
meeting.
  Section
7.Voting;
Proxies.  (a)  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 or her which has voting power upon the matter in
question.
  (b)  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 or her by proxy, but no such proxy shall be voted or
acted upon after three (3) 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.
  (c)  Except as otherwise
provided by law, the Certificate of Incorporation or these
By-laws:
 (i) 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
  (ii)  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: (a) participate in a meeting
of stockholders, (b) be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated place or solely
by means of remote communication, provided,
however,
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.
  3
 Section
9.Stockholder
Action Without a Meeting. (a)
Unless otherwise provided by law, the Certificate of Incorporation, or these
By-laws, any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action that may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book or books in which meetings of stockholders are
recorded.  Delivery made to the Corporation’s registered office in the
State of Delaware shall be by hand or by certified or registered mail, return
receipt requested.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of the holders to take the action were delivered
to the Corporation.
  (b) An Electronic Transmission
consenting to an action to be taken and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed, and dated for the purposes
of these By-laws, provided that any such Electronic Transmission sets forth or
is delivered with information from which the Corporation can determine (i) that
the Electronic Transmission was transmitted by the stockholder or proxyholder or
by a person or persons authorized to act for the stockholder or proxyholder and
(ii) the date on which such stockholder or proxyholder or authorized person or
persons transmitted such Electronic Transmission. Any consent by means of
Electronic Transmission shall be deemed to have been signed on the date on which
such Electronic Transmission was transmitted.  No consent given by
Electronic Transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book or books in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation’s registered
office shall be made by hand or by certified or registered mail, return receipt
requested.  Notwithstanding the foregoing limitations on delivery,
consents given by Electronic Transmission may be otherwise delivered to the
principal place of business of the Corporation or to an officer or agent of the
Corporation having custody of the book or books in which proceedings of meetings
of stockholders are recorded if, to the extent, and in the manner provided by
resolution of the Board of Directors of the Corporation.
  4
 (c)  Any copy, facsimile,
or other reliable reproduction of a consent in writing (or reproduction in paper
form of a consent by telegram, cablegram, or Electronic Transmission) may be
substituted or used in lieu of the original writing (or original reproduction in
paper form of a consent by telegram, cablegram, or Electronic Transmission) for
any and all purposes for which the original consent could be used, provided that
such copy, facsimile, or other reproduction shall be a complete reproduction of
the entire original writing (or original reproduction in paper form of a consent
by Electronic Transmission).
  Section10.Fixing
Date for Determination of Stockholders of Record.  (a)
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, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting.  If no record
date is fixed by the Board of Directors, 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.  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.
  (b)  In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors.  If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are
recorded.  Delivery made to a Corporation’s registered office shall be
by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior
action.
  5
 (c)  In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion, or
exchange of stock, or for the purpose of any other lawful action, except as may
otherwise be provided by these By-laws, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty (60) days prior to such action.  If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
  Section
11.List
of Stockholders Entitled to Vote.  The Secretary shall prepare
and make, at least ten (10) 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.  If the meeting is to be held at a
place, then the list shall 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.  If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of the
stockholders during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.  The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the list or
vote in person or by proxy at any meeting of
stockholders.
  ARTICLE
III
  Board
of Directors
  Section
1.Powers;
Numbers; Qualifications.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law, the Certificate of
Incorporation, or these By-laws.  The number of directors constituting
the entire Board of Directors 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.  Directors need not be
stockholders.
  6
 Section
2.Election;
Term of Office; Resignation; Vacancies.  Each director shall hold
office until such director’s successor is elected and qualified or until his or
her earlier resignation or removal.  Any director may resign at any
time upon notice in writing or by Electronic Transmission 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 in these By-laws, vacancies and
newly-created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.  Unless
otherwise provided in the Certificate of Incorporation or these By-laws, when
one or more directors shall resign from the Board of Directors, effective at a
future date, a majority of directors then in office, including those who have
resigned, shall have the power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective.
  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 dates
and times as the Board of Directors may from time to time determine, and if so
determined notice thereof need not be given.  In the absence of any
such determination, such meetings shall be held, upon notice to each director in
accordance with Section 5 of this Article III at such times and places (if any),
within or without the State of Delaware, as shall be designated by the Chairman
of the Board.
  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 at the call of
the Chairman of the Board or the President.  Notice thereof shall be
given in accordance with Section 5 of this Article
III.
  Section
5.Notice.  (a)  Notice
of any regular (if required) or special meeting of the Board of Directors may be
given by personal delivery, mail, telegram, courier service (including, without
limitation, Federal Express), facsimile transmission (directed to the facsimile
transmission number at which the director has consented to receive notice),
electronic mail (directed to the electronic mail address at which the director
has consented to receive notice), or other form of Electronic Transmission
pursuant to which the director has consented to receive notice.  If
notice is given by personal delivery, by facsimile transmission, by telegram, by
electronic mail, or by other form of Electronic Transmission pursuant to which
the director has consented to receive notice, then such notice shall be given on
not less than twenty-four (24) hours’ notice to each director.  If
written notice is delivered by mail or courier service, then it shall be given
on not less than three (3) calendar days’ notice to each
director.
  (b)  Waiver of notice of
any meeting of the Board of Directors or any committee thereof shall be effected
in accordance with Section 3 of Article VII of these
By-laws.
  7
 Section
6.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 of Directors, may
participate in a meeting of the Board of Directors 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
7.Quorum
and Powers of a Majority.  At all meetings of the Board of
Directors and of each committee thereof, a majority of the total number of
directors constituting the entire Board of Directors or such committee
(including any vacancies or newly-created directorships on the Board of
Directors or such committee) shall be necessary and sufficient to constitute a
quorum for the transaction of business.  The act of a majority of the
voting power of the directors present at a meeting of the Board of Directors or
a committee thereof at which a quorum is present shall be the act of the Board
of Directors or such committee, unless by express provision of applicable law,
the Certificate of Incorporation, or these By-laws a different vote is required,
in which case such express provision shall govern and control.  In the
absence of a quorum, a majority of the members present at any meeting may,
without notice other than announcement at the meeting, adjourn such meeting from
time to time until a quorum is present.
  Section
8.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 or her absence, the presiding
Chairman of the meeting may appoint any person to act as secretary of the
meeting.
  Section
9.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 of
Directors or of such committee, as the case may be, consent thereto in writing
or by Electronic Transmission, and the writing or writings or Electronic
Transmission or transmissions are filed with the minutes of proceedings of the
Board of Directors or committee, provided,
however,
that such Electronic Transmission or transmissions must either set forth or be
submitted with information from which it can be determined that the Electronic
Transmission or transmissions were authorized by the
director.  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.  Such filings shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.  Board Advisors shall not
be considered members of the Board of Directors and therefore the consent of the
Board Advisors is not required in order for the Board of Directors to take
action without a meeting pursuant to this Section 9 of this Article
III.
  Section
10.Board
Advisors.  (a)  The Board of Directors may, from time
to time, elect one or more Board Advisors, each of whom shall serve until the
first meeting of the Board of Directors next following the Annual Meeting of
Stockholders or until his or her earlier resignation or removal by the Board of
Directors.  Board Advisors shall serve as advisors and consultants to
the Board of Directors, shall be invited to attend all meetings of the Board of
Directors and may participate in all discussions occurring during such
meetings.  Board Advisors shall not be privileged to vote on matters
brought before the Board of Directors or to consent to any action taken by the
Board of Directors without a meeting and shall not be counted for the purpose of
determining whether a quorum of the Board of Directors is
present.
  8
 (b)  Notwithstanding the
foregoing, the Corporation shall be entitled to (a) excuse any Board Advisor
from any portion of a board meeting if such Board Advisor’s presence at or
participation in such meeting, upon advice of counsel, would reasonably be
expected to affect adversely the attorney/client privilege of the
Corporation and its legal advisors and (b) excuse any Board Advisor
from any portion of a board meeting or withhold from any Board Advisor
information delivered to the Board of Directors prior to or at a meeting
thereof if the Corporation believes that the information is confidential
or, upon advice of counsel, that there is a reasonable likelihood that the
receipt of such information by the Board Advisor would create a conflict of
interest for the Board Advisor or affect adversely the attorney/client privilege
of the Corporation and its legal advisors.  Without limiting the
foregoing, the Corporation may exclude such Board Advisor from access to any
material or meeting or portion thereof if the Board of Directors, in the
exercise of its business judgment, determines that there is a reasonable
likelihood that permitting the access to any material or meeting or portion
thereof would otherwise not be consistent with the fiduciary duties of the Board
of Directors. The decision of the Board of Directors with respect to any of the
foregoing matters shall be conclusive and final.
  Section
11.Committees
of the Board.  The Board of Directors may designate one (1) or
more committees, each committee to consist of one or more of the directors of
the Corporation.  The Board of Directors may designate one (1) 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 of Directors, 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 of
Directors 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 of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation (including the power to designate other committees of
the Board of Directors), and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided,
however,
that no such committee shall have power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders any action or matter (other than the election or removal of
directors) expressly required by law to be submitted to stockholders for
approval or (ii) adopting, amending, or repealing any by-law of the
Corporation.
  9
 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, one or more Assistant Vice Presidents, a Secretary, a Treasurer, a
Controller, and a Tax Officer.  The Chairman of the Board shall be
chosen from among the directors.  The Board of Directors 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 of Directors 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 officers of the Corporation 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 of Directors after the annual
meeting of stockholders next succeeding his or her election, and until his or
her successor is elected and qualified or until his or her earlier resignation
or removal.
  Section
2.Resignation.Any
officer so elected may resign at any time upon notice in writing or by
Electronic Transmission to the Board of Directors, 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 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.
  Section
3.Removal.Any
officer may be removed, with or without cause, by vote of a majority of the
entire Board of Directors (including any vacancies or newly-created
directorships) 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 of Directors at any regular or special
meeting.
  Section
4.Chairmanof
the Board.The
Chairman of the Board shall, when present, preside at all meetings of the
stockholders and the Board of Directors; have authority to call special meetings
of the stockholders and of the Board of Directors; 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 of
Directors or required by law to be otherwise signed or executed and, unless
otherwise provided by law or by the Board of Directors, 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 of Directors 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 Executive Vice President, Senior
Vice President, Vice President, Assistant Vice President, Secretary, Treasurer,
Controller, or Tax Officer 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 of
Directors or the Executive Committee.
  10
 Section
5.President.  The
President shall have general control of the business and affairs 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 of Directors 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 of Directors.
  Section
6.Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents, and Assistant 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 or her, either generally or in specific instances, by the Board
of Directors, the Chairman of the Board, or the President.  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
7.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 or her by the Board of Directors,
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.
  11
 Section
8.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 of Directors, he shall give a bond for the faithful discharge of
his or her duties, with such surety or sureties as the Board of Directors 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 of Directors, 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 or her by the
Board of Directors, the Chairman of the Board or the President or as may be
provided by law.
  Section
9.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 assigned to him or her by the Board of Directors, 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.
  Section
10.Tax
Officer.  The Tax Officer shall have the authority to sign or
execute on behalf of this Corporation any federal, foreign, Indian, state, or
local tax return or report, claim for refund of taxes, extension of a statute of
limitation, administrative tax appeals filings, and any other document relating
to this Corporation’s tax responsibilities.
  ARTICLE
V
  Stock
  Section
1.Certificates.  The
shares of capital stock of the Corporation shall be represented by certificates,
unless the Certificate of Incorporation otherwise provides or unless the Board
of Directors provides by resolution or resolutions that some or all of the
shares of any class or classes, or series thereof, of the Corporation’s capital
stock shall be uncertificated.  Every holder of capital stock of the
Corporation represented by certificates shall be entitled to a certificate
representing such shares, signed by the Chairman of the Board or a Vice
Chairman, if any, or the President or any Vice President, and by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant
Treasurer.  Any or all of the signatures on the certificate may be a
facsimile.  If 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, the certificate may be issued by the Corporation with the
same effect as if such person or entity were such officer, transfer agent, or
registrar at the date of issue.
  12
 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
  Indemnification
  Section
1.Indemnification.  (a)
Subject to Section 3 of this Article VI, the Corporation shall indemnify, to the
full extent that it shall have power under applicable law to do so and in a
manner permitted by such law, any person who is made or threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter, a
“Proceeding”), by reason of the fact that such person is or was a director or
officer of the Corporation, or while serving as a director or officer of the
Corporation, is or was serving at the request of Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan (collectively, “Another Enterprise”).
  (b) The Corporation may
indemnify, to the full extent that it shall have power under applicable law to
do so and in a manner permitted by such law, any person who is made or
threatened to be made a party to any Proceeding, by reason of the fact that such
person is or was an employee or agent of the Corporation, or while not serving
as a director or officer of the Corporation, is or was serving at the request of
the Corporation as a director, officer, employee, or agent of Another
Enterprise.
  Section
2.Advancement
of Expenses.  (a) Subject to Section 3 of this Article VI, with
respect to any person who is made or threatened to be made a party to any
threatened, pending, or completed Proceeding, by reason of the fact that such
person is or was a director or officer of the Corporation or, while serving as a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee, or agent of Another Enterprise,
the Corporation shall, to the fullest extent not prohibited by applicable law,
pay the expenses (including attorneys’ fees) incurred by such person in
defending any such Proceeding in advance of its final disposition (hereinafter
an “advancement of expenses”); provided,
however,
that any advancement of expenses shall be made only upon receipt of an
undertaking (hereinafter an “undertaking”) by such person to repay all amounts
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such person is not entitled to be
indemnified for such expenses under this Article VI or
otherwise.
  13
 (b) With respect to any person
who is made or threatened to be made a party to any Proceeding, by reason of the
fact that such person is or was an employee or agent of the Corporation, or
while not serving as a director or officer of the Corporation, is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
Another Enterprise, the Corporation may, in its discretion and upon such terms
and conditions, if any, as the Corporation deems appropriate, pay the expenses
(including attorneys’ fees) incurred by such person in defending any such
Proceeding in advance of its final disposition.
  Section
3.Actions
Initiated Against The Corporation.  Anything in Section 1(a) or
Section 2(a) of this Article VI to the contrary notwithstanding, except as
provided in Section 5(b) of this Article VI, with respect to a Proceeding
initiated against the Corporation by any person who is or was serving as a
director or officer of the Corporation (or by a person who, while serving as a
director or officer of the Corporation, is or was serving at the request of
Corporation as a director, officer, employee, or agent of Another Enterprise),
whether initiated in such capacity or in any other capacity, the Corporation
shall not be required to indemnify or to advance expenses (including attorneys’
fees) to such person in connection with prosecuting such Proceeding (or part
thereof) or in defending any counterclaim, cross-claim, affirmative defense, or
like claim of the Corporation in such Proceeding (or part thereof) unless such
Proceeding was authorized by the Board of Directors of the
Corporation.
  Section
4.Contract
Rights.  With respect to any person who is made or threatened
to be made a party to any Proceeding by reason of the fact that such person is
or was a director or officer of the Corporation, or while serving as a director
or officer of the Corporation, is or was serving at the request of Corporation
as a director, officer, employee, or agent of Another Enterprise, the rights to
indemnification and to the advancement of expenses conferred in Sections 1(a)
and 2(a) of this Article VI shall be contract rights.  Such contract
rights shall vest when such person entitled to indemnification and to the
advancement of expenses pursuant hereto becomes a director or officer of the
Corporation or begins to serve at the request of the Corporation as a director,
officer, employee, or agent of Another Enterprise.  Any amendment,
repeal, or modification of, or adoption of any provision inconsistent with, this
Article VI (or any provision hereof) shall not adversely affect any right to
indemnification or advancement of expenses granted to any person pursuant hereto
with respect to any act or omission of such person occurring prior to the time
of such amendment, repeal, modification, or adoption (regardless of whether the
Proceeding relating to such acts or omissions, or any Proceeding relating to
such person’s right to indemnification or advancement of expenses, is commenced
before or after the time of such amendment, repeal, modification, or
adoption).
  14
 Section
5.Claims.  (a)
If (i) a claim under Section 1(a) of this Article VI with respect to any right
to indemnification is not paid in full by the Corporation (following the final
disposition of the Proceeding) within sixty (60) days after a written demand has
been received by the Corporation or (ii) a claim under Section 2(a) of this
Article VI with respect to any right to the advancement of expenses is not paid
in full by the Corporation within twenty (20) days after a written demand has
been received by the Corporation, then the person seeking to enforce a right to
indemnification or to an advancement of expenses, as the case may be, may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim.
  (b)  If successful in
whole or in part in any suit brought pursuant to Section 5(a) of this Article
VI, or in a suit brought by the Corporation to recover an advancement of
expenses (whether pursuant to the terms of an undertaking or otherwise), the
person seeking to enforce a right to indemnification or an advancement of
expenses hereunder or the person from whom the Corporation sought to recover an
advancement of expenses, as the case may be, shall be entitled to be paid by the
Corporation the reasonable expenses (including attorneys’ fees) of prosecuting
or defending such suit.
  (c) In any suit brought by a
person seeking to enforce a right to indemnification hereunder (but not a suit
brought by a person seeking to enforce a right to an advancement of expenses
hereunder), it shall be a defense that the person seeking to enforce a right to
indemnification has not met any applicable standard for indemnification under
applicable law.  With respect to any suit brought by a person seeking
to enforce a right to indemnification or right to advancement of expenses
hereunder or any suit brought by the Corporation to recover an advancement of
expenses (whether pursuant to the terms of an undertaking or otherwise), neither
(i) the failure of the Corporation to have made a determination prior to
commencement of such suit that indemnification of such person is proper in the
circumstances because such person has met the applicable standards of conduct
under applicable law, nor (ii) an actual determination by the Corporation that
such person has not met such applicable standards of conduct, shall create a
presumption that such person has not met the applicable standards of conduct or,
in a case brought by such person seeking to enforce a right to indemnification,
be a defense to such suit.
  (d) In any suit brought by a
person seeking to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
(whether pursuant to the terms of an undertaking or otherwise), the burden shall
be on the Corporation to prove that the person seeking to enforce a right to
indemnification or to an advancement of expenses or the person from whom the
Corporation seeks to recover an advancement of expenses is not entitled to be
indemnified, or to such an advancement of expenses, under this Article VI or
otherwise.
  Section
6.Determination
of Entitlement to Indemnification.  Any indemnification
required or permitted under this Article VI (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because he or she has met all
applicable standards of conduct set forth in this Article VI and Section 145 of
the General Corporation Law of the State of Delaware.  Such
determination shall be made, with respect to a person who is a director or
officer of the Corporation at the time of such determination, (a) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum; (b) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum; (c) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion; or (d) by the stockholders.  Such
determination shall be made, with respect to any person who is not a director or
officer of the Corporation at the time of such determination, in the manner
determined by the Board of Directors (including in such manner as may be set
forth in any general or specific action of the Board of Directors applicable to
indemnification claims by such person) or in the manner set forth in any
agreement to which such person and the Corporation are
parties.
  15
 Section
7.Non-Exclusive
Rights.  The indemnification and advancement of expenses
provided in this Article VI shall not be deemed exclusive of any other rights to
which any person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in such
person’s official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be such
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such
person.
  Section
8.Insurance.  The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of Another Enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such
person’s status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article VI or otherwise.
  Section
9.Severability.  If
any provision or provisions of this Article VI shall be held to be invalid,
illegal, or unenforceable for any reason whatsoever: (a) the validity, legality,
and enforceability of the remaining provisions of this Article VI (including,
without limitation, each portion of any paragraph or clause containing any such
provision held to be invalid, illegal, or unenforceable, that is not itself held
to be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and (b) to the fullest extent possible, the provisions of this
Article VI (including, without limitation, each such portion of any paragraph or
clause containing any such provision held to be invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or
unenforceable.
  Section
10.Miscellaneous.  For
purposes of this Article VI:  (a) references to serving at the request
of the Corporation as a director or officer of Another Enterprise shall include
any service as a director or officer of the Corporation that imposes duties on,
or involves services by, such director or officer with respect to an employee
benefit plan; (b) references to serving at the request of the Corporation as a
employee or agent of Another Enterprise shall include any service as an employee
or agent of the Corporation that imposes duties on, or involves services by,
such employee or agent with respect to an employee benefit plan; (c) a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner not opposed to the best interests of
the Corporation; and (d) references to a director of Another Enterprise shall
include, in the case of any entity that is not managed by a board of directors,
such other position, such as manager or trustee or member of the governing body
of such entity, that entails responsibility for the management and direction of
such entity’s affairs, including, without limitation, general partner of any
partnership (general or limited) and manager or managing member of any limited
liability company.
  16
 ARTICLE
VII
  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 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.Form
of Records.  Any books or 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,
however,
that the books and records so kept can be converted into clearly legible paper
form within a reasonable time.  The Corporation shall so convert any
records so kept upon the request of any person entitled to examine such books
and records pursuant to the Certificate of Incorporation, these By-laws, or the
relevant provisions of the General Corporation Law of the State of
Delaware.
  17
 Section
5.Voting
Shares in Other Business Entities.  The President or any other
officer of the Corporation designated by the Board of Directors may vote any and
all shares of stock or other equity interest held by the Corporation in any
other corporation or other business entity, and may exercise on behalf of the
Corporation any and all rights and powers incident to the ownership of such
stock or other equity interest.
  Section
6.Section
Titles.  The
titles of the sections and subsections have been inserted as a matter of
reference only and shall not control or affect the meaning or construction of
any of the terms and provisions hereof.
  Section
7.Amendment
of By-laws.  These By-laws may be altered, amended, or repealed
at any annual or regular meeting of the Board of Directors or at any special
meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in the written notice of such special meeting,
or at any meeting of the stockholders of the
Corporation.
  Section
8.Certificate
of Incorporation.Notwithstanding
anything to the contrary contained herein, if any provision contained in these
By-laws is inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these By-laws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of
Incorporation.
  Section
9.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
10.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, without limitation, facsimile, e-mail, telegram, cablegram, and other
similar methods.
   18