EXHIBIT 3.9
                               BYLAWS
                                 of
                        QUESTAR GAS COMPANY
                         A Utah Corporation

                              OFFICES

      SECTION 1.  The principal office shall be in the City of
 Salt Lake, County of Salt Lake, State of Utah.

      The Corporation may also have an office at such other
 places as the Board of Directors may from time to time appoint
 or the business of the Corporation may require.

                                SEAL

      SECTION 2.  The corporate seal shall have inscribed
 thereon the name of the Corporation, the year of its
 organization, and the words "Corporate Seal, Utah."  Said seal
 may be used by causing it, or a facsimile thereof, to be
 impressed or affixed or reproduced, or otherwise.

                       STOCKHOLDERS' MEETINGS

      SECTION 3.  All meetings of the stockholders shall be held
 at the office of the Corporation in Salt Lake City, Salt Lake
 County, State of Utah.

      SECTION 4.  The annual meeting of stockholders shall be
 held on the third Tuesday of May in each year, and if such day
 is a legal holiday, then on the next preceding secular business
 day, at 12:00 noon, when the stockholders shall elect directors
 by majority vote and transact such other business as may
 properly be brought before such meeting.

      SECTION 5.  The Board of Directors may direct the calling
 of special meetings of the stockholders at such time and place
 as the Board may deem necessary.

      SECTION 6.  Holders of a majority of the stock issued and
 outstanding, and entitled to vote thereat, present in person or
 represented by proxy, shall be requisite and shall constitute a
 quorum at all meetings of the stockholders for the transaction
 of business, except as otherwise provided by law, by the
 Articles of Incorporation, or by these Bylaws.  If, however,
 such majority shall not be present or represented at any
 meeting of the stockholders, the stockholders entitled to vote
 thereat, present in person or by proxy, shall have power to
 adjourn the meeting, from time to time, without notice other
 than announcement at the meeting, until such requisite amount
 of voting stock shall be present.  At such adjourned meeting at
 which the requisite amount of voting stock shall be represented
 any business may be transacted which might have been transacted
 at the meeting as originally notified.

      SECTION 7.  The Secretary shall, but in case of his
 failure any other officer of the Corporation may, give written
 or printed notice to the stockholders stating the place, day
 and hour of each stockholders meeting and, in case of a special
 meeting, the purpose or purposes for which the meeting is
 called.  Such notice shall be given not less than ten (10) nor
 more than fifty (50) days before the date of the meeting.

      SECTION 8.  Notice may be given either personally or by
 mail, and if given by mail, such notice shall be deemed to be
 delivered when deposited in the United States mails addressed
 to the stockholder at his address as it appears on the stock
 transfer books of the Corporation, with postage prepaid
 thereon.

      SECTION 9.  At any meeting of the stockholders, each
 outstanding share entitled to vote shall be entitled to one
 vote upon each matter submitted to a vote.  At each meeting of
 the stockholders, a stockholder may vote in person or vote by
 proxy that is executed in writing by the stockholder or his
 duly authorized attorney-in-fact.  No proxy shall be valid
 after 11 months from the date of its execution unless otherwise
 provided in the proxy.  The vote for directors and, upon the
 demand of any stockholder, the vote upon any question before
 the meeting, shall be by ballot.  All elections shall be had
 and all questions decided by a plurality vote, except as
 otherwise provided in these Bylaws, the Articles of
 Incorporation, or applicable law.

      SECTION 10.  A complete list of stockholders entitled to
 vote at the ensuing election shall be prepared and be available
 for inspection by any stockholder beginning two business days
 after notice is given of the meeting for which the list was
 prepared and continuing throughout the meeting.  The list shall
 indicate each stockholder's name, address, and number of voting
 shares.

      A stockholder, directly or through an agent or attorney,
 has the right to inspect and copy, at his expense, the list of
 stockholders prepared for each meeting of stockholders.  The
 stockholder must make a written request to examine the list and
 must examine it during the Corporation's regular business
 hours.

      SECTION 11.  Business transacted at all special meetings
 of the stockholders shall be confined to the objects stated in
 the call and notice.

      SECTION 12.  Unless otherwise provided in the Articles of
 Incorporation, any action that may be taken at any annual or
 special meeting of stockholders may be taken without a meeting
 and without prior notice upon the receipt of a unanimous
 written consent.

                             DIRECTORS

      SECTION 13.  The property and business of this Corporation
 shall be managed under the direction of the Board of Directors
 and shall consist of at least  three and not more than nine
 members.

      SECTION 14.  The directors may hold their meetings and
 have one or more offices and keep the books of the Corporation
 outside of Utah at such places as they may from time to time
 determine.

      SECTION 15.  In addition to the powers and authority by
 these Bylaws expressly conferred upon them, the Board may
 exercise all such powers of the Corporation and do all such
 lawful acts and things as are not by statute of the State of
 Utah, or by the Articles of Incorporation, or by these Bylaws
 directed or required to be exercised or done by the
 stockholders.

                             COMMITTEE

      SECTION 16.  The Board of Directors may, by resolution or
 resolutions passed by a majority of the whole Board, designate
 one or more Committees, one of which said Committees to be
 known as the Executive Committee, each Committee to consist of
 two or more of the Directors of the Corporation, which to the
 extent provided in the Articles of Incorporation or in said
 resolution or in these Bylaws, shall have and may exercise the
 powers conferred upon them by the Board of Directors; provided,
 however, that the Executive Committee when so appointed by
 resolution of the Board of Directors shall have and may
 exercise the power of the Board of Directors in the management
 of the business and affairs of the Corporation, and may have
 power to authorize the seal of the Corporation to be affixed to
 all papers which may require it.  All Committees, except the
 Executive Committee, when so appointed, shall have such name or
 names as may be stated in these Bylaws or may be determined
 from time to time by resolutions adopted by the Board of
 Directors.

      SECTION 17.  The Committees shall keep regular minutes for
 their proceedings and report the same to the Board of Directors
 when required.

                     COMPENSATION OF DIRECTORS

      SECTION 18.  Directors, as such, shall not receive any
 salary for their services, but the Board of Directors by
 resolution shall:  fix the fees to be allowed and paid to
 directors, as such, for their services; and provide for the
 payment of the expenses of the directors incurred by them in
 performing their duties.  Nothing herein contained, however,
 shall be considered to preclude any director from serving the
 Corporation in any other capacity and receiving compensation
 therefor.

      SECTION 19.  Fees to members of special or standing
 committees and expenses incurred by them in the performance of
 their duties, as such, shall also be fixed and allowed by
 resolution of the Board of Directors.

                       MEETINGS OF THE BOARD

      SECTION 20.  The Board of Directors named in the Articles
 of Incorporation may meet either at Salt Lake City, Utah;
 Pittsburgh, Pennsylvania; or Findlay, Ohio, as shall be
 determined by a majority of the members of the Board named in
 the Articles of Incorporation.  The newly elected Board may
 meet at such place and time as shall be fixed by the vote of
 the stockholders at the annual meeting, for the purpose of
 organization or otherwise, and no notice of such meeting shall
 be necessary to the newly elected directors in order legally to
 constitute a meeting; provided a majority of the whole Board
 shall be present; but they may meet at such place and time as
 shall be fixed by the consent, in writing, of all the directors.

      SECTION 21.  Regular meetings of the Board may be held
 without notice at such time and place as shall from time to
 time be determined by the Board.

      SECTION 22.  Special meetings of the Board may be called
 by the Chairman of the Board or the President on one days'
 notice to each Director, with such notice given either in
 person, by telephone, or by telegram to the address listed in
 the corporate records of the Corporation; special meetings may
 be called by the President or Secretary in like manner and on
 like notice on the written request of two directors.

      SECTION 23.  At all meetings of the Board a majority of
 the directors shall be necessary and sufficient to constitute a
 quorum for the transaction of business, and the act of a
 majority of the directors present at any meeting at which there
 is a quorum, shall be the act of the Board of Directors, except
 as may be otherwise specifically provided by statute or by the
 Articles of Incorporation or by these Bylaws.  Directors may
 participate in a Board meeting and be counted in the quorum by
 means of conference telephone or similar communications
 equipment by which all directors participating in the meeting
 can hear each other.

      SECTION 24.  Unless the Articles of Incorporation provide
 otherwise, any acts required or permitted to be taken by the
 Board of Directors at a meeting may be taken without a meeting
 if all the directors take the action, each director signs a
 written consent describing the actions taken, and the consents
 are filed with the records of the Corporation.  Action taken by
 consent is effective when the last director signs the consent,
 unless the consent specifies a different effective date.  A
 signed consent has the effect of a meeting vote and may be
 described as such in any document.

      SECTION 25.  The officers of the Corporation shall be
 chosen by the Directors and shall be as stated in the Articles
 of Incorporation, to-wit:  a Chairman of the Board of
 Directors, a President, a Vice President, a Secretary and
 Treasurer.  The Board may also choose a Vice Chairman,
 additional Vice Presidents, Assistant Secretaries and Assistant
 Treasurers.  The Secretary and Treasurer may be the same
 person, and the Chairman of the Board or any Vice President may
 hold at the same time the office of Secretary or Treasurer.
 SECTION 26.  The Board of Directors at its first meeting after
 each annual meeting shall choose a President and Chairman of
 the Board of Directors from their own number, and one or more
 Vice Presidents, a Secretary and a Treasurer, who need not be
 members of the Board nor stockholders of the Corporation.

      SECTION 27.  The Board may appoint such other officers and
 agents as it may deem necessary in conformity with the
 provisions of the Articles of Incorporation, who shall hold
 their offices for such terms and shall exercise such powers and
 perform such duties as shall be determined from time to time by
 the Board.

      SECTION 28.  The salaries of all officers and agents of
 the Corporation shall be fixed by the Board of Directors.

      SECTION 29.  The officers of the Corporation shall hold
 office until their successors are chosen and qualified in their
 stead.  Any officer elected or appointed by the Board of
 Directors may be removed at any time by the affirmative vote of
 a majority of the whole Board of Directors.  If the office of
 any officer or officers becomes vacant for any reason, the
 vacancy shall be filled by the affirmative vote of a majority
 of the whole Board of Directors.

                     CHAIRMAN OF THE BOARD

      SECTION 30.  The Chairman of the Board of Directors shall
 preside at all meetings of the stockholders and of the Board of
 Directors and shall have supervision of such matters as may be
 designated to him by the Board of Directors.

                             PRESIDENT

      SECTION 31.  Unless another officer is so designated by
 the Board of Directors, the President shall be the Chief
 Executive Officer of the Corporation and shall perform the
 following duties:

      (a)  In the absence of the Chairman of the Board, he shall
 preside at all meetings of the stockholders and directors; he
 shall have general and active management of the business of the
 Corporation and shall see that all orders and resolutions of
 the Board are carried into effect.

      (b)  He shall execute bonds, mortgages and other contracts
 requiring the seal, under the seal of the Corporation.

      (c)  He shall be ex-officio a member of all standing
 Committees and shall have the general powers and duties of
 supervision and management usually vested in the office of a
 President of a corporation.

      If another officer is designated by the Board of Directors
 as Chief Executive Officer, the President shall have
 supervision of such matters as shall be designated to him by
 the Board of Directors and/or the Chief Executive Officer.

                           VICE PRESIDENT

      SECTION 32.  The Board of Directors may appoint one or
 more of the Vice Presidents as Senior Vice Presidents and one
 or more as Executive Vice Presidents.  If only a Senior Vice
 President or if only an Executive Vice President has been
 appointed or if one person has been appointed to both such
 offices, then during the disability of the President such
 person shall perform the duties and exercise the powers of the
 President.  If one or more persons have been appointed
 Executive and/or Senior Vice Presidents, the Board of Directors
 shall prescribe which of them during the disability of the
 President, shall perform the duties and exercise the powers of
 the President.

                SECRETARY AND ASSISTANT SECRETARIES

      SECTION 33.  (a)  The Secretary shall attend all sessions
 of the Board and all meetings of the stockholders and record
 all votes and the minutes of all proceedings in a book to be
 kept for that purpose; and shall perform like duties for the
 standing Committees when required.  He shall give or cause to
 be given notice of all meetings of the stockholders and of the
 Board of Directors, and shall perform such other duties as may
 be prescribed by the Board of Directors or President, under
 whose supervision he shall be.  He shall keep in safe custody
 the seal of the Corporation and, when authorized by the Board
 or the Executive Committee of the Board of Directors, affix the
 same to any instrument requiring it, and when so affixed it
 shall be attested by his signature, or by the signature of the
 Treasurer.

      (b)  The Assistant Secretaries, in the absence or
 disability of the Secretary, shall perform the duties and
 exercise the powers of the Secretary and shall perform such
 other duties as the Board of Directors shall prescribe.

                 TREASURER AND ASSISTANT TREASURERS

      SECTION 34.  (a)  The Treasurer shall have the custody of
 the corporate funds and securities and shall keep full and
 accurate account of receipts and disbursements in moneys and
 other valuable effects in the name and to the credit of the
 Corporation in such depositary as may be designated by the
 Board of Directors.

      (b)  He shall disburse the funds of the Corporation as may
 be ordered by the Board, taking proper vouchers for such
 disbursements, and shall render to the President and Directors
 at the regular meeting of the Board, or whenever they may
 require it, an account of all his transactions as Treasurer,
 and of the financial condition of the Corporation.

      (c)  He shall give the Corporation a bond, if required by
 the Board of Directors, in a sum, and with one or more
 sureties, satisfactory to the Board for the faithful
 performance of the duties of his office, and for the
 restoration to the Corporation in case of his death,
 resignation, retirement or removal from office, of all books,
 papers, vouchers, money and other property, of whatever kind,
 in his possession or under his control, belonging to the
 Corporation.

      (d)  The Assistant Treasurers, in the absence or
 disability of the Treasurer, shall perform the duties and
 exercise the powers of the Treasurer, and shall perform such
 other duties as the Board of Directors shall prescribe.

                             VACANCIES

      SECTION 35.  If the office of any director or directors
 becomes vacant by reason of the death, resignation,
 disqualification, removal from office, or otherwise, the
 remaining directors, though not less than a quorum, shall
 choose a successor or successors who shall hold office for the
 remaining portion of the term or terms of the office left
 vacant until the successor or successors shall have been duly
 elected, unless sooner displaced.

                DUTIES OF OFFICERS MAY BE DELEGATED

      SECTION 36.  In case of the absence of any officer of the
 Corporation, or for any other reason that the Board may deem
 sufficient, the Board may delegate, for the time being, the
 power or duties, or any of them, of such officer to any other
 officer, or to any director, provided a majority of the entire
 Board concur therein.

                       CERTIFICATES OF STOCK

      SECTION 37.  The certificates of stock of the Corporation
 shall be numbered and shall be entered in the books of the
 Corporation as they are issued.  Every holder of stock shall be
 entitled to have a certificate signed by or in the name of the
 Corporation by the President or a Vice President and the
 Treasurer or an Assistant Treasurer or the Secretary or an
 Assistant Secretary of the Corporation certifying the number of
 shares owned by him; provided, however, that where such
 certificate is signed by a transfer agent or an assistant
 transfer agent or by a transfer clerk, acting in behalf of the
 Corporation, and a registrar, the signature of any such
 President, Vice President, Treasurer, Assistant Treasurer,
 Secretary or Assistant Secretary, may be facsimile.  In case
 any officer or officers, who shall have signed or whose
 facsimile signature or signatures shall have been used on any
 such certificate or certificates, shall cease to be such
 officer or officers of such Corporation, whether because of
 death, resignation or otherwise, before such certificate or
 certificates shall have been delivered by the Corporation, such
 certificate or certificates may nevertheless be adopted by the
 Corporation and be issued and delivered as though the person or
 persons, who signed such certificate or certificates or whose
 facsimile signatures shall have been used thereon, had not
 ceased to be such officer or officers of the Corporation.

                         TRANSFER OF STOCK

      SECTION 38.  Transfers of stock shall be made on the books
 of the Corporation only by the person named in the certificate,
 or by attorney, lawfully constituted in writing, and upon
 surrender of the certificate therefor, and upon the payment of
 any transfer tax or transfer fees which may be imposed by law
 or by the Board of Directors.

                     CLOSING OF TRANSFER BOOKS

      SECTION 39.  The Board of Directors shall have power to
 close the stock transfer books of the Corporation for a period
 not exceeding fifty (50) days preceding the date of any meeting
 of stockholders, or the date for payment of any dividend, or
 the date for the allotment of rights, or the date when any
 change or conversion, or exchange of capital stock shall go
 into effect, or for a period of not exceeding fifty (50) days
 in connection with obtaining the consent of stockholders for
 any purpose, provided, however, that in lieu of closing the
 stock transfer books, as aforesaid, the Board of Directors may
 fix in advance a date not exceeding fifty (50) days preceding
 the date of any meeting of stockholders, or the date for the
 payment of any dividend, or the date for the allotment of
 rights or the date when any change or conversion, or exchange
 of capital stock shall go into effect, or a date in connection
 with obtaining such consent, as a record date for the
 determination of the stockholders entitled to notice of and to
 vote at any such meeting, or entitled to receive payment of any
 such dividend, or to any such allotment of rights, or to
 exercise the rights in respect of any such change, conversion,
 or exchange of capital stock, and in such case only such
 stockholders as shall be entitled to such notice of and to vote
 at any such meeting or to receive payment of such dividend or
 to receive such allotment of rights or generally exercise such
 rights as the case may be, notwithstanding any transfer of
 stock on the books of the Corporation after any such recorded
 date fixed as aforesaid.

                      REGISTERED STOCKHOLDERS

      SECTION 40.  The Corporation shall be entitled to treat
 the holder of record of any share or shares of stock as the
 holder in fact thereof and accordingly shall not be bound to
 recognize any equitable or other claim to or interest in such
 share on the part of any person, whether or not it shall have
 express or other notice thereof, save as expressly provided by
 the laws of the State of Utah.

                          LOST CERTIFICATE

      SECTION 41.  When authorized by the Secretary of the
 Corporation in writing, the duly appointed stock transfer
 agency may issue and the duly appointed registrar may register,
 new or duplicate stock certificates to replace lost, stolen, or
 destroyed certificates of the same tenor and for the same
 number of shares as those alleged to be lost, stolen, or
 destroyed, upon delivery to the Company in each case of an
 affidavit of loss and indemnity bond acceptable to the
 Secretary; but the Board of Directors may authorize the
 issuance of new or duplicate stock certificates without
 requiring an indemnity bond when in its judgment it is proper

                        INSPECTION OF BOOKS

      SECTION 42.  The Corporation shall maintain permanent
 records of the minutes of all meetings of its stockholders and
 Board of Directors; all actions taken by the stockholders or
 Board of Directors without a meeting; and all actions taken by
 a Committee of the Board of Directors in place of the Board of
 Directors on behalf of the Corporation.  The Corporation shall
 also maintain appropriate accounting records.

      A stockholder of the Corporation, directly or through an
 agent or attorney, shall have limited rights to inspect and
 copy the Corporation's records as provided under applicable
 state law and by complying with the procedures specified under
 such law.
                           BANK ACCOUNTS

      SECTION 43.  All checks, demands for money, or other
 transactions involving the Corporation's bank accounts shall be
 signed by such officers or other responsible persons as the
 Board of Directors may designate.  No third party is allowed
 access to the Corporation's bank accounts without express
 written authorization by the Board of Directors.

                            FISCAL YEAR

      SECTION 44.  The fiscal year shall begin the first day of
 January in each year.

                             DIVIDENDS

      SECTION 45.  Dividends upon the capital stock of the
 Corporation, subject to the provisions of the Articles of
 Incorporation and the laws of the State of Utah, if any, may be
 declared by the Board of Directors at any regular or special
 meeting, pursuant to law.  Dividends may be paid in cash, in
 property, or in shares of the capital stock.

      Before payment of any dividend there may be set aside out
 of any funds of the Corporation available for dividends such
 sum or sums as the directors from time to time, in their sole
 discretion, think proper, as a reserve fund to meet
 contingencies or for equalizing dividends, or for repairing or
 maintaining property of the Corporation, or for such other
 purposes as the directors shall think conducive to the
 interests of the Corporation.

                               NOTICE

      SECTION 46.  Whenever, under the provisions of the
 Articles of Incorporation or the laws of the State of Utah,
 notice is required to be given to any director, officer or
 stockholder, it shall not be construed to mean personal notice,
 but such notice may be given in writing, by mail, by depositing
 the same in the post office or letter box in a postpaid, sealed
 wrapper, addressed to such stockholder, officer or director, at
 such address as appears on the books of the Corporation, or in
 default of other address, to such director, officer or
 stockholder, at the general post office in the City of Salt
 Lake, Utah; and such notice shall be deemed to be given at the
 time when the same shall be thus mailed.  Or notice may be
 published as provided in the Articles of Incorporation in lieu
 of mailing notice in the manner aforesaid.

      Any stockholder, director or officer may waive any notice
 required to be given under these Bylaws or the Articles of
 Incorporation.

                            AMENDMENTS

      SECTION 47.  These Bylaws may be amended by a majority
 vote of the directors.  These Bylaws may be also amended by the
 affirmative vote of a majority of the stock issued and
 outstanding and entitled to vote at any special or regular
 meeting of the stockholders if notice of the proposed amendment
 be contained in the notice of the meeting.  Provided, however,
 that in addition to any vote required by any other provision of
 these Bylaws, the Articles of Incorporation, or any applicable
 law, if such amendment is to be adopted solely by the
 stockholders, the affirmative vote of eighty-five percent of
 the issued and outstanding stock of the Corporation that is
 entitled to vote for the election of directors shall be
 required for any amendment that deletes or changes Section 13
 or this Section 47 of these Bylaws; that restricts or limits
 the powers of the Board of Directors or any other officers or
 agents of the Corporation; that vests any powers of the
 Corporation in any officer or agent other than the Board of
 Directors, or officers and agents appointed by the Board of
 Directors, or officers and agents appointed by officers or
 agents appointed by the Board of Directors; that requires the
 approval of any stockholders or any other person or entity in
 order for the Board of Directors or any other corporate officer
 or agent to take any action; or that changes the quorum
 requirement for any meeting of the Board of Directors, the vote
 by which it must act in connection with any matter, the manner
 of calling or conducting meetings of directors, or the place of
 such meeting.

                   INDEMNIFICATION AND INSURANCE

      SECTION 48.   (a)  Voluntary Indemnification.  Unless
 otherwise provided in the Articles of Incorporation, the
 Corporation shall indemnify any individual made a party to a
 proceeding because he is or was a director of the Corporation,
 against liability incurred in the proceeding, but only if the
 Corporation has authorized the payment in accordance with the
 applicable statutory provisions [Sections 16-10a-902 and
 16-10a-904 of Utah's Revised Business Corporation Act] and a
 determination has been made in accordance with the procedures
 set forth in such provision that the director conducted himself
 in good faith; that he reasonably believed that his conduct, if
 in his official capacity with the Corporation, was in its best
 interests and that his conduct, in all other cases, was at
 least not opposed to the Corporation's best interests; and that
 he had no reasonable cause to believe his conduct was unlawful
 in the case of any criminal proceeding.

      (b)  The Corporation may not voluntarily indemnify a
 director in connection with a proceeding by or in the right of
 the Corporation in which the director was adjudged liable to
 the Corporation or in connection with any other proceeding
 charging improper personal benefit to him, whether or not
 involving action in his official capacity, in which he was
 adjudged liable on the basis that personal benefit was
 improperly received by him.

      (c)  Indemnification permitted under Paragraph (a) in
 connection with a proceeding by or in the right of the
 Corporation is limited to reasonable expenses incurred in
 connection with the proceeding.

      (d)  If a determination is made, using the procedures set
 forth in the applicable statutory provision, that the director
 has satisfied the requirements listed herein and if an
 authorization of payment is made, using the procedures and
 standards set forth in the applicable statutory provision,
 then, unless otherwise provided in the Corporation's Articles
 of Incorporation, the Corporation shall pay for or reimburse
 the reasonable expenses incurred by a director who is a party
 to a proceeding in advance of the final disposition of the
 proceeding if the director furnishes the Corporation a written
 affirmation of his good faith belief that he has satisfied the
 standard of conduct described in this Section, furnishes the
 Corporation a written undertaking, executed personally or on
 his behalf, to repay the advance if it is ultimately determined
 that he did not meet the standard of conduct (which undertaking
 must be an unlimited general obligation of the director, but
 need not be secured and may be accepted without reference to
 financial ability to make repayment); and if a determination is
 made that the facts then known of those making the
 determination would not preclude indemnification under this
 Section.

      (e)  Mandatory Indemnification.  Unless otherwise provided
 in the Corporation's Articles of Incorporation, the Corporation
 shall indemnify a director or officer of the Corporation who
 was wholly successful, on the merits or otherwise, in the
 defense of any proceeding to which he was a party because he is
 or was a director or officer of the Corporation against
 reasonable expenses incurred by him in connection with the
 proceeding.

      (f)  Court-Ordered Indemnification.  Unless otherwise
 provided in the Corporation's Articles of Incorporation, a
 director or officer of the Corporation who is or was a party to
 a proceeding may apply for indemnification to the court
 conducting the proceeding or to another court of competent
 jurisdiction.  The court may order indemnification if it
 determines that the director or officer is entitled to
 mandatory indemnification as provided in this Section and
 applicable law, in which case the court shall also order the
 Corporation to pay the reasonable expenses incurred by the
 director or officer to obtain court-ordered indemnification.
 The court may also order indemnification if it determines that
 the director or officer is fairly and reasonably entitled to
 indemnification in view of all the relevant circumstances,
 whether or not the director or officer met the applicable
 standard of conduct set forth in this Section and applicable
 law.  Any indemnification with respect to any proceeding in
 which liability has been adjudged in the circumstances
 described in Paragraph (b) above is limited to reasonable
 expenses.

      (g)  Indemnification of Others.  Unless otherwise provided
 in the Corporation's Articles of Incorporation, an officer,
 employee, or agent of the Corporation shall have the same
 indemnification rights provided to a director by this Section.
 The Board of Directors may also indemnify and advance expenses
 to any officer, employee, or agent of the Corporation, to any
 extent consistent with public policy as determined by the
 general or specific purpose of the Board of Directors.

      (h)  Insurance.  The Corporation may purchase and maintain
 liability insurance on behalf of a person who is or was a
 director, officer, employee, fiduciary, or agent or the
 Corporation, or who, while serving as a director, officer,
 employee, fiduciary, or agent of the Corporation, is or was
 serving at the request of the Corporation as a director,
 officer, partner, trustee, employee, fiduciary or agent of
 another foreign or domestic corporation, other person, of an
 employee benefit plan, or incurred by him in that capacity or
 arising from his status as a director, officer, employee,
 fiduciary, or agent, whether or not the Corporation has the
 power to indemnify him against the same liability under
 applicable law.

                      LIMITATION ON LIABILITY

      SECTION 49.  No director of the Corporation shall be
 personally liable to the Corporation or its stockholders for
 monetary damages for any action taken or any failure to take
 any action, as a director, except liability for (a) the amount
 of a financial benefit received by a director to which he is
 not entitled; (b) an intentional infliction of harm on the
 Corporation or the shareholders; (c) for any action that would
 result in liability of the director under the applicable
 statutory provision concerning unlawful distributions or (d) an
 intentional violation of criminal law.  This provision shall
 not limit the liability of a director for any act or omission
 occurring prior to August 11, 1992.  Any repeat or modification
 of this provision by the stockholders shall be prospective only
 and shall not adversely affect any limitation on the personal
 liability of a director for the Corporation for acts or
 omissions occurring prior to the effective date of such repeal
 or modification.