By-Laws - Dynegy Inc.


                                                                      AS AMENDED
                                                                FEBRUARY 2, 2000
                                                            BY RESOLUTION 2000-3
                                  DYNEGY INC.

                          AMENDED AND RESTATED BYLAWS



                                   ARTICLE I

                               CORPORATE OFFICES


     Section 1. Illinois Registered Office. The registered office of the
corporation in the State of Illinois may, but need not, be identical with the
principal office in the State of Illinois, and the address of the registered
office may be changed from time to time by the board of directors.

     Section 2. Other Offices. The principal office of the corporation in the
State of Illinois shall initially be located in the City of Decatur and County
of Macon. The corporation may also have offices at such other places both within
and without the State of Illinois as the board of directors may from time to
time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. Times and Places of Meetings. Meetings of shareholders for any
purpose may be held at such time and place, within or without the State of
Illinois, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of shareholders, commencing
with the year 2000, shall be held on the 1st of May if not a legal holiday, and
if a legal holiday, then on the next business day following, or at such other
time as may be provided in a resolution by the board of directors, for the
purpose of electing directors and for the transaction of such other business as
may properly be brought before the meeting. If the election of directors shall
not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as conveniently may be.

     Section 3. Special Meetings. Special meetings of shareholders may be called
by the chairman of the board, the chief executive officer, the president, the
board directors, or the holders of not less than one-fifth of all the
outstanding shares entitled to vote on the matter for which the meeting is
called.





     Section 4. Notice of Meetings. Written notice stating the place, day and
hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, chief executive officer, president or the secretary or other persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at the shareholder's
address as it appears on the records of the corporation, with postage thereon
prepaid.

     Section 5. Waiver of Notice. Whenever any notice whatsoever is required to
be given under the provisions of the Business Corporation Act or the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance at
any meeting shall constitute waiver of notice thereof unless the person at the
meeting objects to the holding of the meeting because proper notice was not
given.

     Section 6. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of a merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting or other action. If no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided herein, such determination
shall apply to any adjournment thereof.

     Section 7. Voting Lists. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or ten days before such meeting,
whichever is earlier, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof kept
in this State, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.


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     Section 8. Quorum. A majority of the outstanding shares entitled to vote on
a matter, represented in person or by proxy, shall constitute a quorum for
consideration of such matter at any meeting of shareholders; provided, that if
less than a majority of such outstanding shares are represented at the meeting,
a majority of the shares so represented may adjourn the meeting from time to
time without further notice until a quorum shall attend. If a quorum is present,
the affirmative vote of the majority of such shares represented at the meeting
and entitled to vote on a matter shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by the Business
Corporation Act, the articles of incorporation or these by-laws.

     Section 9. Proxies. A shareholder may appoint a proxy to vote or otherwise
act for that shareholder by signing a proxy appointment form and delivering it
to the person so appointed. Such proxy shall be filed with the secretary of the
corporation before the time of the meeting. No proxy shall be valid after eleven
months from the date thereof, unless otherwise provided in the proxy. Every
proxy continues in full force and effect until revoked by the person executing
it prior to the vote thereon, except to the extent such proxy is irrevocable
under applicable law. Such revocation may be effected by a writing delivered to
the secretary of the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing the proxy. The dates contained on the forms of
proxy presumptively determine the order of execution, regardless of the postmark
dates on the envelopes in which they are mailed.

     Section 10. Voting of Shares. Except as otherwise provided by the articles
of incorporation or by resolutions of the board of directors providing for the
issue of any shares of preferred or special classes in series, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders.

     Section 11. Voting of Shares by Certain Holders. Shares registered in the
name of another corporation, domestic or foreign, may be voted by any officer,
agent, proxy or other legal representative authorized to vote such shares under
the law of incorporation of such corporation. The corporation may treat the
president or other person holding the position of chief executive officer of
such other corporation as authorized to vote such shares, together with any
other person indicated and any other holder of an office indicated by the
corporate shareholder to the corporation as a person or an office authorized to
vote such shares. Such persons and offices indicated shall be registered by the
corporation on the transfer books for shares and included in any voting list
prepared in accordance with the Business Corporation Act and these by-laws.
Shares registered in the name of a deceased person, a minor ward or a person
under legal disability may be voted by his administrator, executor or
court-appointed guardian, either in person or by proxy, without a transfer of
such shares into the name of such administrator, executor or court-appointed
guardian. Shares registered in the name of a trustee may be voted by such
trustee, either in person or by proxy. Shares registered in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
the receiver's name if authority so to do is contained in an appropriate order
of the court by which such receiver was appointed. A shareholder whose shares
are pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to


                                       3



vote the shares so transferred. Shares of the corporation owned by the
corporation shall not be voted, directly or indirectly, at any meeting and shall
not be counted in determining the total number of outstanding shares entitled to
vote at any given time, but shares of the corporation held by the corporation in
a fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares entitled to vote at any given time.

     Section 12. Inspectors. The board of directors, in advance of any meeting
of shareholders, may appoint one or more persons as inspectors to act at such
meeting or any adjournment thereof. If inspectors of election are not so
appointed, the chairman of the meeting may, or upon the request of any
shareholder shall, appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
the inspector or by a majority of them if there is more than one inspector
acting at such meeting. If there is more than one inspector, the report of a
majority shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     Section 13. Voting by Ballot. Voting on any question or in any election may
be by voice vote unless the presiding officer shall order that voting be by
ballot.

     Section 14. Organization of Meetings. At each meeting of shareholders, one
of the following officers shall act as chairman and shall preside thereat, in
the following order of precedence: the chairman of the board; the president; any
vice president acting in place of the president as provided by these by-laws;
any person designated by the affirmative vote of the holders of a majority of
the shares represented at the meeting in person or by proxy and entitled to
vote.

     Section 15. Notice of Shareholder Business and Nominations.

     (A) Annual Meetings of Shareholders.

          (1) Nominations of persons for election to the board of directors of
the corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (a) pursuant to
the corporation's notice of meeting, (b) by or at the direction of the board of
directors, (c) as expressly provided in the corporation's articles of
incorporation, or (d) by any shareholder of record of the corporation at the
relevant time, provided that shareholders of common stock of the corporation
(the 'COMMON STOCK SHAREHOLDERS') comply with the notice procedures set forth in
Section 15(A)(2)-(3) below.

          (2) For nominations or other business to be properly brought before an
annual meeting by a Common Stock Shareholder, such shareholder must have given
timely notice thereof in writing to the secretary of the corporation and such
other business must be a proper matter for shareholder action. To be timely, the
Common Stock Shareholder's notice shall be delivered to the secretary of the
corporation at the principal executive offices of the corporation


                                       4



not later than the close of business on the 90th day nor earlier than the close
of business on the 120th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a Common Stock Shareholder's notice as described above.
Such shareholder's notice shall set forth: (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the 'EXCHANGE Act'), and Rule 14a-11
thereunder (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of the business described to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (c) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as they appear on
the corporations' book and of such beneficial owner and (ii) the class and
number of shares of the corporation which are owned beneficially and of record
by such shareholder and such beneficial owner.

          (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 15 to the contrary and except with respect to the first
annual meeting of the corporation, in the event that the number of directors to
be elected to the board of directors of the corporation is increased and there
is no public announcement naming the nominees for director or specifying the
size of the increased board of directors made by the corporation at least 100
days prior to the first anniversary of the preceding year's annual meeting, a
Common Stock Shareholder's notice required by this Section 15 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary of the
corporation at the principal executive offices of the corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the corporation.

     (B)  Special Meetings of Shareholders. Only such business shall be
          conducted at a special meeting of shareholders as shall have been
          brought before the meeting pursuant to a notice of meeting given
          pursuant to Section 4 of this Article II. Nominations of persons for
          election to the board of directors may be made at a special meeting of
          shareholders at which directors are to be elected pursuant to the
          corporation's notice of meeting (1) by or at the direction of the
          board of directors or (2) by any shareholder of the corporation who is
          a shareholder of record at the time of giving of notice provided for
          in this Section 15, who shall be entitled to


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          vote at the meeting and who complies with the notice procedures set
          forth in this Section 15. In the event the corporation calls a special
          meeting of shareholders for the purpose of electing one or more
          directors to the board of directors, any such shareholder may nominate
          a person or persons (as the case may be), for election to such
          position(s) as specified in the corporation's notice of meeting, if
          the shareholder's notice required by paragraph (A)(2) of this Section
          15 shall be delivered to the secretary of the corporation at the
          principal executive office of the corporation not earlier than the
          close of business on the 120th day prior to such special meeting and
          not later than the close of business on the later of the 90th day
          prior to such special meeting or the 10th day following the day on
          which public announcement is first made of the date of the special
          meeting and of the nominees proposed by the board of directors to be
          elected at such meeting. In no event shall the public announcement of
          an adjournment of a special meeting commence a new time period for the
          giving of a shareholder's notice as described above.

     (C) General.


          (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 15 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 15. Except as otherwise provided by law, the articles of
incorporation of the corporation or these by-laws, the chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in this Section 15 and, if any
proposed nomination or business is not in compliance with this Section 15, to
declare that such defective proposal or nomination shall be disregarded.

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

          (3) Notwithstanding the foregoing provisions of this Section 15, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder, if any, with respect to the
matters set forth in this Section 15. Nothing in this Section 15 shall be deemed
to affect any rights of (i) shareholders to request inclusion of proposals in
the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (ii) the holders of any series of preferred shares of the corporation to
elect directors under specified circumstances.

          (4) No provision of this Section 15 shall apply to the election of any
Class B Director (as defined in the Articles of Incorporation).


                                       6



                                   ARTICLE III

                                    DIRECTORS

     Section 1. Powers. The business and affairs of the corporation shall be
managed by or under the direction of its board of directors.

     Section 2. Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders following his or her election and until
his or her successor shall have been duly elected and qualified or until his or
her earlier death, resignation or removal. A director need not be a resident of
the State of Illinois or a shareholder of the corporation. A director may resign
at any time by giving written notice to the board of directors, or to the
chairman of the board, chief executive officer, president or secretary of the
corporation. A resignation shall be effective when the notice is given, unless
the notice specifies a future date. In addition to the directors who shall be
elected by the shareholders of the corporation, the board of directors may also
designate, by resolution of the Board, an advisory director who shall be
entitled to attend all meetings of the board, but shall not be entitled to vote
on any matters before the board. Except as set forth in this Section 2, the
advisory director shall have no rights as a director either under these Bylaws,
Dynegy's charter, Illinois law or any other agreement to which the corporation
is a party. Notwithstanding the foregoing, an advisory director shall be
entitled to receive compensation for his or her services as a director in the
same amount and manner that such director would be entitled to receive
compensation as an employee director or non-employee director, as the case may
be, if such director were elected by the stockholders of the corporation.'

     Section 3. Place of Meetings. The board of directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Illinois.

     Section 4. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of shareholders. Other regular meetings of
the board of directors may be held without notice at such time and at such place
as shall from time to time be determined by the board.

     Section 5. Special Meetings. Special meetings of the board of directors may
be called by the chairman of the board and shall be called by the chairman of
the board or secretary on the written request of three directors or the sole
director, as the case may be.

     Section 6. Notice. Notice of any special meeting shall be given: (i) at
least five days prior thereto if the notice is given personally or by an
electronic transmission, (ii) at least five business days prior thereto if the
notice is given by having it delivered by a third party entity that provides
delivery services in the ordinary course of business and guarantees delivery of
the notice to the director no later than the following business day, and (iii)
at least seven business days prior thereto if the notice is given by mail.
Notice of any meeting where any actions described in Section 7.(B) will be
considered shall be given to Class B directors at least 30 days before the vote
on any such action and shall set forth the material terms thereof. For this


                                       7



purpose, the term 'ELECTRONIC TRANSMISSION' may include, but shall not be
limited to, a facsimile, email or other electronic means. Notice shall be
delivered to the director's business address and/or telephone number and shall
be deemed given upon electronic transmission, upon delivery to the third party
delivery service, or upon being deposited in the United States mail with postage
thereon prepaid. Any director may waive notice of any meeting by signing a
written waiver of notice either before or after the meeting. Attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except when a director attends a meeting for the express purpose of objecting 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 board of directors need be specified in the
notice or waiver of notice of such meeting.

     Section 7. Quorum; Vote Required, Actions Requiring Approval.

     (A) Except as provided in Section 7.(B), a majority of the directors then
in office, but not less than a majority of the minimum number of directors
specified by the articles of incorporation for the variable range of the number
of directors, shall constitute a quorum for the transaction of business at any
meeting of the board of directors, and the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors. If less than a majority of such number of directors are present at
the meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

     (B) Notwithstanding anything to the contrary herein, so long as any shares
of Class B Common Stock of the corporation are issued and outstanding and the
holders of Class B Common Stock have not terminated their rights to block such
actions granted to them under Section 4.1 of the Shareholder Agreement between
the corporation and Chevron U.S.A., Inc., dated June 13, 1999, the corporation
shall not take (or permit to be taken in its capacity as a shareholder or
partner or otherwise permit any subsidiary of the corporation to take) any of
the following actions if all of the Class B directors present at the meeting
where such action is considered vote against such action:

          (1) amendment of Article II, Section 15(C)(4), Article III, Sections
6, 7.(B), 7.(C), or 12, Article IV, Section 1, Article V, Section 1, or Article
IX of these Bylaws, or amendment of Article IV, Section 2A. of the articles of
incorporation of the corporation;

          (2) adoption of any provision of these Bylaws or amendment to the
articles of incorporation which would substantially and adversely affect the
rights of the holders of the Class B Common Stock.

          (3) authorization of new shares of any stock of the corporation where
the aggregate consideration to be received by the corporation therefor exceeds
the greater of (a) $1 billion or (b) one-quarter of the Corporation's Market
Capitalization;

          (4) any disposition of all or substantially all of the corporation's
Liquids Business (defined below) or Gas Marketing Business (as defined below),
so long as there shall


                                       8



be in effect any substantial agreements between Chevron U.S.A. Inc. and Dynegy
relating to such businesses, except for a contribution of such Liquids Business
to a joint venture, limited liability company or other form of partnership in
which the corporation has a majority direct or indirect interest;

          (5) any merger or consolidation of the corporation or any subsidiary
(other than a merger or consolidation by a subsidiary with the corporation or
another subsidiary), any joint venture, any liquidation or dissolution of the
corporation, any voluntary initiation of a proceeding in bankruptcy or
acquiescence to an involuntary initiation of a proceeding in bankruptcy, any
acquisition of stock or assets by the corporation or its subsidiaries, or any
issuance of common or preferred stock by the corporation, any of which would
result in the payment or receipt of consideration (including the incurrence or
assumption of indebtedness and liabilities) having a fair market value exceeding
the greater of (a) $1 billion or (b) one-quarter of the Corporation's Market
Capitalization (as defined below); or

          (6) any other material transaction (or series of related transactions)
which would result in the payment or receipt of consideration (including the
incurrence or assumption of indebtedness and liabilities) having a fair market
value exceeding the greater of (a) $1 billion or (b) one-quarter of the
Corporation's Market Capitalization, and is out of the ordinary course of
business for the corporation.

     For purposes of this Section, the 'CORPORATION'S MARKET CAPITALIZATION'
means the sum of (a) the product of (x) the total number of shares outstanding
of Class A and Class B Common Stock of the corporation on the relevant date and
(y) the closing price of the Class A Common Stock on the New York Stock Exchange
('NYSE') at the end of the regular session represented by the consolidated tape,
Network A, (b) the product of (x) the total number of shares outstanding of all
of the corporation's NYSE traded preferred stock on the relevant date and (y)
the closing price of such preferred stock on the NYSE at the end of the regular
session represented by the consolidated tape, Network A and (c) the aggregate
value of the liquidation preference of any non-NYSE listed non-convertible stock
of the corporation and (d) the aggregate value of the greater of the liquidation
preference and the value of the underlying common stock (calculated in
accordance with (a) of this paragraph) issuable upon conversion of any non-NYSE
listed convertible preferred stock on the relevant date. The 'LIQUIDS BUSINESS'
means the processing of natural gas to produce natural gas liquids, the
fractionation of natural gas liquids, and the purchase, sale and transportation
of such natural gas liquids. The 'Gas Marketing Business' shall mean the
purchase, receipt, sale and delivery of natural gas, excluding the retail gas
distribution business conducted by Illinova Corporation ('ILLINOVA') and its
affiliates prior to the closing of the transactions contemplated by the
Agreement and Plan of Merger, dated as of June 13, 1999, by and among the
Corporation, Illinova, Dynegy, Inc., Energy Convergence Acquisition Corporation,
and Dynegy Acquisition Corporation.

     (C) The executive officers of the Corporation shall advise the members of
the Board of Directors of the consideration of a proposal relating to any matter
of the type described in Section 7.(B) at such time as they determine to give
substantive attention to such proposal.


                                       9



     Section 8. Informal Action by Directors. Any action required to be taken at
a meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the directors entitled to vote with respect to the subject matter
thereof, or by all the members of such committee, as the case may be. The
consent shall be evidenced by one or more written approvals, each of which sets
forth the action taken and bears the signature of one or more directors. All the
approvals evidencing the consent shall be delivered to the secretary to be filed
in the corporate records. The action taken shall be effective when all the
directors have approved the consent unless the consent specifies a different
effective date. Any such consent signed by all the directors or all the members
of a committee shall have the same effect as a unanimous vote, and may be stated
as such in any document filed with the Secretary of State of Illinois under the
Business Corporation Act.

     Section 9. Participation with Communications Equipment. Members of the
board of directors or of any committee of the board of directors may participate
in and act at any meeting of such board or committee through the use of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
meeting shall constitute attendance and presence in person at the meeting of the
person or persons so participating.

     Section 10. Compensation of Directors. The board of directors shall have
the authority to fix the compensation of directors by the affirmative vote of a
majority of the directors then in office and irrespective of any personal
interest of any of its members. In addition, the directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be compensated additionally for so serving.

     Section 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless the dissent of that director shall be entered in the minutes of the
meeting or unless that director shall file a written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered or certified mail to the secretary
of the corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.

     Section 12. Agenda Items. No action may be taken at a meeting of the board
of directors with respect to any matter that was not previously set forth on an
agenda for such meeting delivered to the directors at least two business days
prior to such meeting if either a majority of the Class B Directors present at
such meeting or a majority of the other directors present at such meeting oppose
taking action at such meeting with respect to such matter.


                                       10



                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1. Establishment of Committees. A majority of the directors may
create one or more committees and appoint members of the board of directors to
serve on the committee or committees. Each committee shall have two or more
members, who serve at the pleasure of the board of directors. The board of
directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. Any vacancy in a committee may be filled by the board of
directors. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors as required. Unless precluded by applicable
law or any applicable rule of the New York Stock Exchange, Inc., each committee
other than the Nomination Committee shall have at least one Class B Director
thereon.

     Section 2. Manner of Acting. Unless the appointment by the board of
directors requires a greater number, a majority of any committee shall
constitute a quorum and a majority of a quorum shall be necessary for action by
any committee. A committee may act by unanimous consent in writing without a
meeting. Each committee, by majority vote of its members, shall determine the
time and place of meetings and the notice required therefor.

     Section 3. Authority of Committees. To the extent specified by resolution
of the board of directors and these by-laws, each committee may exercise the
authority of the board of directors, provided, however, a committee may not:

     a)   authorize distributions, except for dividends to be paid with respect
          to shares of any preferred or special classes or any series thereof;

     b)   approve or recommend to shareholders any act requiring the approval of
          shareholders under applicable law;

     c)   fill vacancies on the board or any committee;

     d)   elect or remove officers or fix the compensation of any member of the
          committee;

     e)   adopt, amend or repeal these by-laws;

     f)   approve a plan of merger not requiring shareholder approval;

     g)   authorize or approve reacquisition of shares, except according to a
          general formula or method prescribed by the board of directors;

     h)   authorize or approve the issuance or sale, or contract for sale, of
          shares, or determine the designation and relative rights, preferences,
          and limitations of a series of shares, except the board may direct
          that a committee may fix the specific terms of the issuance or sale or
          contract for sale, or the number of shares to be allocated to
          particular employees under an employee benefit plan; or


                                       11



     i)   amend, alter, repeal, or take action inconsistent with any resolution
          or action of the board of directors when the resolution or action of
          the board of directors provides by its terms that it shall not be
          amended, altered or repealed by action of a committee.

Section 4.

     (a)  Executive Committee. The Board of Directors shall establish an
          Executive Committee. The Executive Committee, during intervals between
          meetings of the Board of Directors, shall have, and may exercise,
          subject to the limitations contained in Section 3 of this Article, the
          powers of the Board of Directors in the management of the business and
          affairs of the corporation.

     (b)  Compensation Committee. The Board of Directors shall establish a
          Compensation Committee consisting of directors who are not otherwise
          employed by the corporation. The Compensation Committee shall review
          from time to time, the salaries, compensation and employee benefits
          (other than option plans and grants) for the executive officers and
          employees of the corporation and make recommendations to the board of
          directors concerning such matters.

     (c)  Nomination Committee. The Board of Directors shall establish a
          Nomination Committee consisting of directors who are not otherwise
          employed by the corporation. The Nomination Committee shall consider
          matters related to corporate governance, develop general criteria
          regarding the selection and qualifications for members of the Board of
          Directors and recommend candidates for election to the Board of
          Directors.

     (d)  Options Committee. The Board of Directors shall establish an Options
          Committee comprised solely of independent 'disinterested' directors.
          The Options Committee shall be responsible for all aspects of the
          Company's stock plans including plan administration, and shall review
          and recommend to the Board of Directors new plans or changes to
          current plans, including increasing the number of shares reserved for
          such plans.'

     (e)  Finance Committee. The Board of Directors shall establish a Finance
          Committee. The Finance Committee shall review major financial
          decisions of the corporation and make recommendations to the Board of
          Directors concerning such matters.

     (f)  Audit Committee. The Board of Directors shall establish an Audit
          Committee consisting solely of independent, 'disinterested' directors.
          The Audit Committee shall review the selection and qualifications of
          the independent public accountants employed by the corporation to
          audit the financial statements of the corporation and the scope and
          adequacy of their audits, consider recommendations made by such
          independent public accountants, review internal financial audits of
          the


                                       12



          corporation, and report any additions or changes it deems necessary to
          the Board of Directors.'

     (g)  Risk and Environmental Committee. The Board of Directors shall
          establish a Risk and Environmental Committee consisting of directors
          who are not otherwise employed by the corporation. The Risk and
          Environmental Committee shall consider matters related to insurance
          and environmental issues and shall make recommendations to the Board
          of Directors concerning such matters.


                                    ARTICLE V

                                    OFFICERS

     Section 1. Officers. The officers of the corporation shall consist of a
chief executive officer, chairman of the board, president, one or more vice
presidents (the number, seniority and any other designations thereof to be
determined by the board of directors), a secretary, a treasurer, a controller,
and such other officers as may be elected by the board of directors. Any two or
more offices may be held by the same person.

     Section 2. Additional Officers and Agents. The board of directors may
appoint such other officers and agents as it shall deem necessary, who shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.

     Section 3. Compensation of Officers. The compensation of all officers and
agents of the corporation shall be fixed by or under the direction of the board
of directors. No officer shall be prevented from receiving such compensation by
reason of the fact that such officer is also a director of the corporation.

     Section 4. Term of Office and Vacancy. Each elected officer shall hold
office until a successor is elected and qualified or until such officer's
earlier resignation or removal. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors for the unexpired portion
of the term. Each appointed officer shall serve at the pleasure of the board of
directors. Election or appointment of an officer or agent shall not of itself
create contract rights.

     Section 5. Removal. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.

     Section 6. Chief Executive Officer. The chairman of the board may, but need
not, be the chief executive officer of the corporation. The chief executive
officer shall (a) determine and administer the policies of the corporation,
subject to the instructions of the board of directors; (b) be authorized to
execute all documents in the name and on behalf of the corporation; and (c)
perform all duties incident to the office of chief executive officer and such
other duties as the board of directors or bylaws may from time to time
prescribe.


                                       13



     Section 7. Chairman of the Board. The chairman of the board, or in his or
her absence, the president, shall preside at all meetings of the shareholders
and the board of directors.

     Section 8. President. The president shall (a) be the chief operating
officer of the corporation, and shall in general be in charge of the operations
of the corporation, subject to the control of the board of directors; (b) be
authorized to execute all documents in the name and on behalf of the
corporation; and (c) perform all duties incident to the office of president and
such other duties as the board of directors may from time to time prescribe.

     Section 9. Vice Presidents. In the absence of the president or in the event
of the inability or refusal of the president to act, the vice president (or in
the event there is more than one vice president, the vice presidents in the
order of seniority of title, or in the event of equal seniority, then in the
order designated, or in the absence of any designation, then in the order named
in the most recent resolution providing for the annual election of officers)
shall perform the duties of the president, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the president. Any
vice president shall perform such other duties and have such other powers as the
board of directors or the chief executive officer or president may from time to
time prescribe.

     Section 10. Secretary. The secretary shall (a) attend meetings of the board
of directors and meetings of the shareholders and record minutes of the
proceedings of the meetings of the shareholders and of the board of directors,
and when required, shall perform like duties for the committees of the board;
(b) assure that all notices are duly given in accordance with the provisions of
these by-laws or as required by law; (c) maintain custody of the corporate
records of the corporation; (d) keep or cause to be kept a register of the post
office address of each shareholder as furnished to the secretary by such
shareholder; (e) sign with the chief executive officer, president or a vice
president certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (f) have
charge of the stock transfer books of the corporation and authority over a stock
transfer agent, if any; (g) certify copies of the bylaws, resolutions of the
shareholders and board of directors and committees thereof and other documents
of the corporation as true and correct copies thereof; and (h) perform all
duties incident to the office of secretary and such other duties as the board of
directors or the chief executive officer or president may from time to time
prescribe.

     Section 11. Assistant Secretaries. The assistant secretary, or if there is
more than one, the assistant secretaries, respectively, as authorized by the
board of directors, may sign with the president or a vice president certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors, and shall, in the absence of the
secretary or in the event of the inability or refusal of the secretary to act,
perform the duties and exercise the powers of the secretary, and shall perform
such other duties as the board of directors, chief executive officer, president
or secretary may from time to time prescribe.

     Section 12. Treasurer. The treasurer shall (a) have custody of the funds
and securities of the corporation; (b) deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors; (c) maintain adequate accounts of
the corporation; (d) disburse the funds of the corporation as


                                       14



may be ordered by the board of directors; (e) submit financial statements to the
president and the board of directors; and (f) perform all duties incident to the
office of treasurer and such other duties as the board of directors or the chief
executive officer or president may from time to time prescribe.

     Section 13. Assistant Treasurers. The assistant treasurer, or if there is
more than one, the assistant treasurers, respectively, as authorized by the
board of directors, shall, in the absence of the treasurer or in the event of
the inability or refusal of the treasurer to act, perform the duties and
exercise the power of the treasurer and shall perform such other duties and have
such other power as the board of directors, the chief executive officer,
president or treasurer may from time to time prescribe.

     Section 14. Controller. The controller shall conduct the accounting
activities of the corporation, including the maintenance of the corporation's
general and supporting ledgers and books of account, operating budgets, and the
preparation and consolidation of financial statements.

     Section 15. General Powers of Officers. The chairman of the board, chief
executive officer, president, any executive vice president, senior vice
president and any vice president, may sign without countersignature or
attestation any deeds, mortgages, bonds, contracts, reports to public agencies,
or other instruments whether or not the board of directors has expressly
authorized execution of such instruments, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or by
these by-laws solely to some other officer or agent of the corporation, or shall
be required by law to be otherwise signed or executed. Any other officer of this
corporation may sign contracts, reports to public agencies, or other instruments
which are in the regular course of business and within the scope of his or her
authority, except where the signing and execution thereof shall be expressly
delegated by the board of directors or by these by-laws to some other officer or
agent of the corporation, or shall be required by law to be otherwise signed or
executed.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. Contracts. The board of directors may authorize any officer or
officers, or agent or agents, to enter into any contract and execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

     Section 2. Checks, Drafts, Notes. All checks, drafts or other orders for
the payment of money, notes and other evidences of indebtedness, issued in the
name of the corporation, shall be signed by such officer or officers, or agent
or agents, of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.


                                       15



     Section 3. Deposits. All funds of the corporation other than petty cash
shall be deposited to the credit of the corporation in such banks, trust
companies or other depositories as the board of directors may select.

                                   ARTICLE VII

                                     SHARES

     Section 1. Issued Shares. The issued shares of the corporation may be
represented by certificates, or may be uncertificated shares, in either case in
whole or in part, as determined and authorized by the board of directors.

     Section 2. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the chairman of the board, chief
executive officer or president and by the secretary or an assistant secretary.
If a certificate is countersigned by a transfer agent or registrar, other than
the corporation itself or its employee, any other signatures or countersignature
on the certificate may be facsimiles. If any officer of the corporation, or any
officer or employee of the transfer agent or registrar, who has signed or whose
facsimile signature has been placed upon such certificate ceases to be an
officer of the corporation, or an officer or employee of the transfer agent or
registrar, before such certificate is issued, the certificate may be issued by
the corporation with the same effect as if the officer of the corporation, or
the officer or employee of the transfer agent or registrar, had not ceased to be
such at the date of its issue. Certificates for shares shall be individually
numbered or otherwise individually identified. Each certificate for shares shall
state the name of the registered owner of the shares in the stock ledger, the
number and the class and series, if any, of such shares, and the date of
issuance of the certificate. If the corporation is authorized to issue more than
one class of stock, a full summary or statement of all of the designations,
preferences, qualifications, limitations, restrictions, and special or relative
rights of each class authorized to be issued, and, if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences among such series, shall be set forth upon
the face or back of the certificate. Such statement may be omitted if it shall
be set forth upon the face or back of the certificate that such statement, in
full, will be furnished by the corporation to any shareholder upon request and
without charge.

     Section 3. Uncertificated Shares. The board of directors may provide by
resolution that some or all of any or all classes and series of its shares shall
be uncertificated shares, and may provide an election by individual shareholders
to receive certificates or uncertificated shares and the conditions of such
election, provided that such resolution shall not apply to shares represented by
a certificate until such certificate is surrendered to the corporation. Within a
reasonable time after the registration of issuance or transfer of uncertificated
shares, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to the Business Corporation Act or these by-laws. Except
as otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated shares and rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.


                                       16



     Section 4. Registration of Transfers of Shares. Transfers of shares shall
be registered in the records of the corporation upon request by the registered
owner thereof in person or by a duly authorized attorney, upon presentation to
the corporation or to its transfer agent (if any) of a duly executed assignment
and other evidence of authority to transfer, or proper evidence of succession,
and, if the shares are represented by a certificate, a duly endorsed certificate
or certificates for shares surrendered for cancellation, and with such proof of
the authenticity of the signatures as the corporation or its transfer agent may
reasonably require. The person in whose name shares are registered in the stock
ledger of the corporation shall be deemed the owner thereof for all purposes as
regards to the corporation.

     Section 5. Lost Certificates. The corporation may issue a new share,
certificate in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact, by the person claiming the share certificate to be lost, stolen or
destroyed. When authorizing such issuance of a new certificate or certificates
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or the owner's legal representative, to advertise
the same in such manner as it shall require or to give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed.

                                  ARTICLE VIII

                                OTHER PROVISIONS

     Section 1. Distributions. The board of directors may authorize, and the
corporation may make, distributions to its shareholders, subject to any
restriction in the articles of incorporation and subject to any limitations
provided by law.

     Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed,
and shall be subject to change, by the board of directors.

     Section 3. Seal. The board of directors may, but shall not be required to,
provide by resolution for a corporate seal, which may be used by causing it, or
a facsimile thereof, to be impressed or affixed or in any other manner
reproduced.

                                   ARTICLE IX

                                EMERGENCY BY-LAWS

     Section 1. Emergency Board of Directors. In the event a quorum of the board
of directors cannot readily be convened for action due to (a) an attack or
imminent attack on the United States or any of its possessions, (b) any nuclear
or atomic disaster, or (c) any other catastrophe or emergency condition, the
vacant director positions shall be filled by the following persons (provided in
each case such person is not already a director and is willing and able to
serve) in the following order: the president, the vice presidents in order of
seniority, the


                                       17



treasurer, the secretary, any other officers in order of seniority and any other
persons in such order as named by the board of directors on any list as it may
compile from time to time for purposes of appointing such successor directors;
provided, however, that to the extent possible, the holders of Class B Common
Stock shall be entitled to nominate a number of directors to such board of
directors proportionate to the representation on the board of directors
immediately prior to such emergency condition to which the holders of Class B
Common Stock were entitled. Such new board of directors shall be referred to as
the emergency board of directors of the corporation. The initial Chairman of the
Board of the emergency board of directors ('CHAIRMAN') shall be the
regularly-elected director, if any, who has served on the board of directors for
the longest period of time and, if all directors on the emergency board of
directors are successor directors appointed pursuant to this Section, the
Chairman shall be determined according to the same order of priority as such
successor directors are appointed pursuant to this Section. The directors
appointed pursuant to this Section shall serve until the next annual or special
meeting of shareholders at which directors are to be elected or until the
emergency condition shall have terminated.

     Section 2. Powers. The emergency board of directors shall have all of the
rights, powers and duties of the board of directors except such emergency board
of directors may not amend the Articles of Incorporation of the corporation nor
approve a merger, sale of all or substantially all of the assets of the
corporation, liquidation or dissolution.

     Section 3. Notice of Meetings. Notice of any meeting of the emergency board
of directors held during any emergency described in Section l of this Article IX
may be given only to such directors or successor directors as it may be feasible
to reach at the time and by such means as may be feasible at the time,
including, without limitation, publication or radio.

     Section 4. Liability. No officer, director or employee of the corporation
acting in accordance with this Article IX shall be liable to the corporation,
except for willful misconduct.

     Section 5. By-laws. To the extent not inconsistent with this Article IX,
the by-laws of the corporation shall remain in effect during any emergency
described in Section l of this Article IX.

     Section 6. Interpretation. If, by operation of law or otherwise, any of the
provisions of this Article IX are deemed to be invalid or not controlling, such
provisions shall be construed by any court or agency having competent
jurisdiction as a determinative factor evidencing the intent of the corporation.

                                    ARTICLE X

                                   AMENDMENTS

     Subject to the provisions of the Articles of Incorporation, these by-laws
may be altered, amended or repealed, and new by-laws may be adopted, by the
board of directors; provided that no amendment or repeal of Article II, Section
15(c)(4), Article III, Sections 6, 7.(B), 7.(C) or 12, Article IV, Section 1,
Article V, Section 1, or Article IX, Section 1, nor the adoption of any


                                       18



provision of these Bylaws which would substantially and adversely affect the
rights of the holders of Class B Common Stock shall be effective except upon the
approval of the affirmative vote of the majority of the Class B directors and a
majority of the entire number of directors then in office. Subject to the
provisions of the articles of incorporation, these by-laws may also be altered,
amended or repealed by the shareholders of the corporation.

                                   ARTICLE XI

                     INDEMNIFICATION OF EMPLOYEES AND AGENTS

The corporation may indemnify any agent or employee of the corporation who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (including, but not limited to any such
proceeding by or in the right of the corporation) whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was serving
the corporation at its request and in the course and scope of his duties and
acting in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, against expenses (including
reasonable attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action, suit or proceeding.



                                       19