BYLAWS
 
                                       OF
 
                             PRIMEENERGY CORPORATION
 
                                    ARTICLE I
 
                  Meetings of the Holders of Voting Securities
 
      Section 1. Meetings for the Election of Directors. The annual meeting of
the holders of each class of securities entitled to vote shall be held for the
election of Directors and for the transaction of such other business as may
properly come before such meeting on the second Tuesday in May of each year, but
if such day be a legal holiday under the laws of the state where the meeting is
to be held, then on the next succeeding day not a legal holiday under the laws
of such state, at 10:00 A.M., local time, or such annual meeting shall be held
on such date and at such hour, not inconsistent with applicable statutes, as may
be designated by the Board of Directors and specified in the notice of the
meeting.
 
      Section 2. Special Meetings. A special meeting of the holders of any class
of securities entitled to vote may be called by the Chairman of the Board of
Directors or by the President or by resolution of the Board of Directors at any
time, and shall be called by the President or by the Board of Directors whenever
requested in writing so to do by the holders of record of at least one-third of
the issued and outstanding securities of such class.
 
      Section 3. Place of Meeting. All meetings of the security holders shall be
held at the office of the Company in Stamford, Connecticut, or at such other
place as may be from time to time designated by the Board of Directors, as
provided in the notice of the meeting or in any waivers of notice thereof;
provided, however, that the place of meeting for the election of Directors shall
not be changed within sixty (60) days before the day on which the election is to
be held, and at least twenty (20) days before the election is held a notice of
any such change shall be given to each person entitled to vote thereat, in
person or by letter mailed to his address on the securities ledger of the
Company.
 
      Section 4. Notice of Meetings. Except as otherwise provided by law, notice
of the time and place of holding each annual or special meeting of security
holders, and, in the case of a special meeting, stating the purpose for which
such meeting is called, shall be in writing and shall be given personally to
each person entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the time fixed for such meeting; if mailed, such
notice shall be addressed to each such person at his address shown by the
securities ledger of the Company. No notice of an adjourned meeting of security
holders need be given unless expressly required by statute.
 
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      Section 5. Quorum. Except as otherwise provided by law, the holders of
record of a majority in number of the issued and outstanding securities of any
class entitled to vote at a meeting of such holders must be present in person or
by proxy at such meeting to constitute a quorum for the transaction of business.
Whether or not there is a quorum at any meeting of the holders of any class of
securities, the holders of a majority in number of such securities present and
entitled to vote thereat may adjourn the meeting from time to time. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally convened.
 
      Section 6. Voting. At each meeting of stockholders, each holder of record
of shares of the Company having voting power who is present shall be entitled to
one vote for each share held by him and shall not be entitled to cumulate such
votes.
 
      The election of Directors and any other vote of stockholders as may be
provided by law shall be by written ballot unless otherwise provided by the
Certificate of Incorporation. In any vote by ballot, a ballot shall be signed by
the stockholder or proxy voting and shall state the number of shares voted
thereby.
 
      No proxy shall be valid after the expiration of three (3) years from the
date of its execution unless the proxy shall, on its face, name a longer period
for which it is to remain in force.
 
      Shares of its own capital stock belonging to the Company shall not be
voted directly or indirectly, nor be counted for quorum purposes. However,
nothing herein shall be construed as limiting the right of the Company to vote
stock, including, but not limited to, its own stock held by it in a fiduciary
capacity.
 
      Except as otherwise provided by the Certificate of Incorporation, any
action required to be or which may be taken at any annual or special meeting of
the stockholders of the Company, may be taken without a meeting, without prior
notice and without a vote if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action of a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
 
      Section 7. When a Holder of any Security is deemed to be "Present." For
the purpose of determining a quorum or the right to vote or to be heard on any
question, a holder of record of securities of any class having voting power
shall be deemed to be "present" at any meeting of the holders of such securities
if he is present in person or is represented by a proxy appointed by an
instrument in writing subscribed by or on behalf of such security holder or by
his representative thereunto duly authorized and filed with the Secretary of the
meeting.
 
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                                   ARTICLE II
 
                               Board of Directors
 
      Section 1. General Powers. The business of the Company shall, except as
otherwise expressly provided by law or by the Certificate of Incorporation, be
managed by the Board of Directors.
 
      Section 2. Number, Election and Term of Office.
 
      (a) The number of Directors which shall constitute the Board shall be not
less than three nor more than fifteen. The initial Board shall consist of seven
Directors. Thereafter, within the limits above specified, the number of
Directors shall be determined by resolution of the Board, or by the stockholders
at the annual meeting.
 
      (b) Directors need not be stockholders.
 
      (c) Each Director shall, except for the filling of vacancies as
hereinafter provided, hold office from the date of the annual or special meeting
of the security holders who shall have elected him until the next annual or
special meeting of such security holders convened for the election of Directors,
and until his successor shall have been duly elected and qualified, or until his
death, resignation, disqualification or removal.
 
      Section 3. Meetings. Upon the adjournment of the annual meeting of
stockholders, the Board of Directors shall meet as soon as practicable to
appoint officers for the ensuing year and to transact such other business as may
properly come before the meeting.
 
      The Board, by resolution, may provide for the holding of other regular
meetings and may fix the time and place of holding the same.
 
      Special meetings of the Board of Directors shall be held whenever called
by the President or by any two Directors.
 
      Section 4. Place of Meeting. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board of Directors may
from time to time determine, or as may be designated in the notice or in waivers
of notice thereof signed by all of the Directors.
 
      Section 5. Notice of Meeting. Except as hereinafter provided, notice need
not be given (i) of the regular meeting of the Board of Directors held
immediately following the annual meeting of security holders or (ii) of any
other regular meeting of the Board of Directors if the time and place of meeting
has been specified in a resolution of the Board of Directors adopted at least
twenty (20) days prior to the time of holding such meeting, or (iii) with
respect to any meeting if every member of the Board of Directors is present.
Except as otherwise required by law, notice of the time and place of holding
each other meeting of the Board of Directors shall be mailed to each Director,
 
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postage prepaid, addressed to him at his residence or usual place of business,
or at such other address as he may have designated in a written request filed
with the Secretary of the Company at least two (2) days before the day on which
the meeting is to be held, or shall be sent to him at such address by telegram
or cablegram or given personally or by telephone at least twenty-four (24) hours
before the time at which such meeting is to be held. notice shall be deemed to
have been given when deposited in the mail or filed with the telegraph or cable
office, properly addressed. Notice of a meeting of the Board need not state the
purposes thereof, except as otherwise by law or by Article VIII, of these Bylaws
expressly provided. No notice of an adjourned meeting need be given.
 
      Section 6. Quorum and Manner of Acting. At each meeting of the Board a
majority of the total number of Directors must be present to constitute a quorum
for the transaction of business and (except as otherwise provided by law, by the
Certificate of Incorporation or by the Bylaws) the act of a majority of the
Directors so present at a meeting at which a quorum is present shall constitute
the act of the Board; whether or not there is a quorum at any meeting, a
majority of the Directors who are present may adjourn the meeting from time to
time to a day certain. The Directors shall act only as a Board and shall have no
power as individual Directors.
 
      Section 7. Resignations. Any Director may resign at any time by giving
written notice thereof to the Chairman of the Board, the President or to the
Board. Such resignation shall take effect as of is date unless some other date
is specified therein, in which event it shall be effective as of that date. The
acceptance of such resignation shall not be necessary to make it effective.
 
      Section 8. Vacancies. Any vacancy in the Board arising at any time from
any cause, including an increase in the number of Directors by an amendment of
the Bylaws adopted by a majority of the whole Board and including the failure of
the security holders to elect a full Board, may be filled by the vote of a
majority of the Directors remaining in office although such majority is less
than a quorum; or any such vacancy may be filled by the security holders
entitled to vote upon the election of such Directors at any special meeting of
security holders called as provided in Section 2 of Article I. Any Director so
appointed or elected shall hold office until the next annual or special meeting
of the security holders who shall have elected him or his predecessor and until
his successor shall have been duly elected and qualified.
 
      Section 9. Fees. Directors shall not receive any stated compensation for
their services as such, but, subject to such limitations with respect thereto as
may be determined from time to time by the stockholders or by resolution of the
Board, fees in a reasonable amount may be paid (either per annum or on the
occasion of each meeting) to the Directors for attendance at meetings of the
Board or adjournments thereof. By resolution of the Board, Directors may also be
reimbursed for traveling expenses incurred in attending such meetings or
adjournments thereof. Nothing herein contained shall be construed to preclude
any Director from serving the Company in any other capacity or receiving
compensation for such service.
 
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      Section 10. Action Without Meeting. Except as restricted by the
Certificate of Incorporation or these Bylaws, (a) any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee; and (b) members of the Board or of any committee may participate in a
meeting of the board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting in such manner shall
constitute presence in person at such meeting.
 
                                   ARTICLE III
 
                         Executive and Other Committees
 
      Section 1. Executive Committee, General Powers and Membership. The Board
may, by resolution adopted by a majority of the whole Board, elect from its
members an Executive Committee and/or one or more other committees, each
consisting of one or more members. Unless otherwise expressly provided by law or
by the Certificate of Incorporation of the Company or by resolution of the
Board, the Executive committee shall have and may exercise all the powers
conferred upon it by the Board (except the power to appoint or remove a member
of the Executive Committee or of any other committee and the power to remove an
officer appointed by the Board), and each other committee shall have and may
exercise, when the Board is not in session, such powers as the Board shall
confer. All action by any committee shall be reported to the Board at its
meeting next succeeding such action and, insofar as the rights of third parties
shall not be affected thereby, shall be subject to revision and alteration by
the Board.
 
      Section 2. Organization. Unless otherwise provided by resolution of the
Board, a chairman chosen by each committee shall preside at all meetings of such
committee and the Secretary of the Company shall act as secretary thereof. In
the absence at the meeting of the Secretary, the chairman of such meeting shall
appoint an Assistant Secretary of the Company or, if none is present, some other
person to act as Secretary of the meeting.
 
      Section 3. Meetings. Each committee shall adopt its own rules governing
the time and place of holding and the method of calling its meetings and the
conduct of its proceedings and shall meet as provided by such rules and by
resolution of the Board, and it shall also meet at the call of any members of
the committee. Unless otherwise provided by such rules or by said resolution,
notice of the time and place of each meeting of a committee shall be mailed,
sent or given to each member of such committee in the same manner as provided in
Section 5 of Article II with respect to notices of meetings of the Board.
 
      Section 4. Quorum and Manner of Acting. A majority of the members of each
committee shall be either present in person at, or participating by telephone
in, each meeting of such committee in order to constitute a quorum for the
transaction of business thereat. The act of a
 
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majority of the members so present at or participating in a meeting at which a
quorum is present or participating shall be the act of such committee. The
members of each committee shall act only as a committee, and shall have no power
as individual members.
 
      Section 5. Removal. Any member of any committee may be removed from such
committee, either with or without cause, at any time, by resolution adopted by a
majority of the whole Board at any meeting of the Board.
 
      Section 6. Vacancies. Any vacancy in any committee shall be filled by the
Board in the manner prescribed by these Bylaws for the original appointment of
the members of such committee.
 
                                   ARTICLE IV
 
                                    Officers
 
      Section 1. Appointment and Term of Office. The officers of the Company
shall consist of the President, a Secretary and a Treasurer, and there may be
one or more Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers, and such other officers as may be appointed by the Board.
One of the Directors may also be chosen Chairman of the Board. Each of such
officers (except such as may be appointed pursuant to the provisions of
paragraph (f) of Section 2 of this Article IV) shall be chosen annually by the
Board at its regular meeting immediately following the annual meetings of
security holders and shall hold office until the next annual election and until
his successor is chosen and qualified. One person may hold and perform the
duties of any two or more of said offices.
 
      Section 2. Powers and Duties. The powers and duties of the officers shall
be those usually pertaining to their respective offices, subject to the
supervision and direction of the Board. The officers of the Company may be as
follows:
 
      (a) Chairman of the Board. The Chairman of the Board (if there be one)
shall preside at all meetings of the Board and shall be ex officio a member of
all committees of the Directors and shall perform such other duties as shall be
assigned to him from time to time by the Board.
 
      (b) President. The President shall be the chief executive officer of the
Company and shall have general supervision of the business of the Company and
over its several officers; subject, however, to the control of the Board. If
there shall be no Chairman of the Board, the President, when present shall
preside at all meetings of the Board and shall be ex officio a member of all
committees of the Directors. He may execute and deliver in the name and on
behalf of the Company deeds, mortgages, leases, assignments, bonds, contracts or
other instruments authorized by the Board, unless the execution and delivery
thereof shall be expressly delegated by these Bylaws or by the Board to some
other officer or agent of the Company. He shall, unless otherwise directed by
the Board or by any committee thereunto authorized, attend in person or by
substitute or proxy appointed by him and act and vote on behalf of the Company
at all meetings of the stockholders of any corporation in which the Company
holds stock.
 
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      (c) Vice Presidents. Vice Presidents shall perform the duties assigned to
them by the Board or delegated to them by the President and, in order of
seniority, at his request or in his absence shall perform as well the duties of
the President's office. Each Vice President shall have power also to execute and
deliver in the name and on behalf of the Company deeds, mortgages, leases,
assignments, bonds, contracts or other instruments authorized by the Board,
unless the execution and delivery thereof shall be expressly delegated by these
Bylaws or by the Board to some other officer or agent of the Company.
 
      (d) The Secretary. The Secretary shall keep the minutes of the meetings of
the Board of Directors, of all committees and of the stockholders and shall be
the custodian of all corporate records and of the seal of the Company. He shall
see that all notices are duly given in accordance with these Bylaws or as
required by law.
 
      (e) The Treasurer. The Treasurer shall be the principal accounting officer
of the Company and shall have charge of the corporate funds and securities and
shall keep a record of the property and indebtedness of the Company. He shall,
if required by the Board, give bond for the faithful discharge of this duties in
such sum and with such surety or sureties as the Board may require.
 
      (f) Other Officers. The Board may appoint such other officers, agents or
employees as it may deem necessary for the conduct of the business of the
Company. In addition, the Board may authorize the President or some other
officer to appoint such agents or employees as they deem necessary for the
conduct of the business of the Company.
 
      Section 3. Resignations. Any officer may resign at any time by giving
written notice thereof to the President or to the Board. Any such resignation
shall take effect as of its date unless some other date is specified therein, in
which event it shall be effective as of that date. The acceptance of such
resignation shall not be necessary to make it effective.
 
      Section 4. Removal. Any officer may be removed at any time, either with or
without cause, by resolution adopted by a majority of the whole Board at any
meeting of the Board or by the committee or superior officer by whom he was
appointed to office or upon whom such power of removal has been conferred by
resolution adopted by a majority of the whole Board.
 
      Section 5. Vacancies. A vacancy in any office arising at any time from any
cause may be filled by the Board or by the officer or committee authorized by
the Board to appoint to that office.
 
      Section 6. Salaries. Salaries of all officers shall be fixed from time to
time by the Board of Directors or the Executive Committee and no officer shall
be precluded from receiving a salary because he is also a Director of the
Company.
 
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                                    ARTICLE V
 
                    Shares of Stock and their Transfer; Books
 
      Section 1. Forms of Certificates. Shares of the capital stock of the
Company shall be represented by certificates in such form, not inconsistent with
law or with the Certificate of Incorporation of the Company, as shall be
approved by the Board, and shall be signed by the Chairman or Vice-Chairman of
the Board, or the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Where any such
certificate is countersigned (1) by a transfer agent other than the Company or
its employee, or, (2) by a registrar other than the Company or its employee, any
other signature upon such certificate may be facsimile, engraved or printed.
 
      Section 2. Transfer of Shares. If one or more holders of the stock of any
class shall, by agreement among themselves or with the Company, restrict the
transfer of any share held by them through the granting of preferential rights
of purchase or otherwise, then any party to such agreement may file an executed
counterpart of the same with the officer of the Company charged with the
maintenance of the stock books of the Company or with any transfer agent or
registrar designated by the Company in respect of the shares of such class.
Following the filing of any such counterpart, each certificate evidencing shares
to which such restriction is or may be applied which shall thereafter be issued
by the Company shall bear an appropriate notice of such restriction, and no
share subject to such restriction shall be transferred until written evidence
satisfactory to the Company of compliance by the transferor with any such
restriction shall have been filed with the Company. Shares of stock of the
Company shall be transferred only on the stock books of the Company by the
holder of record thereof in person or by his duly authorized attorney upon
surrender of the certificate therefor and upon compliance with any restriction
relating to such transfer.
 
      Section 3. Stockholders of Record. Stockholders of record entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or to any allotment of rights or to
exercise the rights in respect of any change or conversion or exchange of
capital stock or for the purpose of any other lawful action shall be determined
according to the Company's record of stockholders and, if so determined by the
Board of Directors in the manner provided by statute, shall be such stockholders
of record at the date (a) fixed for closing the stock transfer books or (b) as
of the date of record.
 
      Section 4. Lost, Stolen or Destroyed Certificates. The Board may direct
the issuance of new or duplicate stock certificates in place of lost, stolen or
destroyed certificates upon being furnished with evidence satisfactory to it of
the loss, theft or destruction and upon being furnished with indemnity
satisfactory to it. The Board may delegate to any committee authority to
administer the provisions of this Section 4.
 
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      Section 5. Closing of Transfer Books and Fixing of Record Date. The Board
shall have power to close the stock transfer books of the Company for a period
not exceeding sixty (60) 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 for a period not exceeding sixty (60) days in
connection with obtaining the consent of stockholders for any purpose; or the
Board may, in its discretion, fix a date not more than sixty (60) nor less than
ten (10) days before any stockholders' meeting nor more than sixty (60) days
prior to any other action as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any meeting and at any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend, or any
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to notice and to vote at such meeting and at any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of such dividend, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the Company
after such record date fixed as aforesaid.
 
      Section 6. Regulations. The Board may make such rules and regulations not
inconsistent with the Certificate of Incorporation nor these Bylaws as it may
deem expedient concerning the issuance, transfer and registration of
certificates of stock. It may appoint one or more transfer agents or registrars
of transfers, or both, and may require all certificates of stock to bear the
signature of either or both.
 
      Section 7. Examination of Stockholder List. The officer who has charge of
the stock ledger of the Company shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
 
                                   ARTICLE VI
 
                            Execution of Instruments
 
      Section 1. Contracts, etc. The Board or any committee thereunto authorized
may authorize any officer or officers, agent or agents, to enter into any
contract or to execute and deliver in the name and on behalf of the Company any
contract or other instrument except certificates
 
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representing shares of stock of the Company, and such authority may be general
or may be confined to specific instances.
 
      Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, acceptances or other evidence of indebtedness issued by
or in the name of the Company shall be signed by such officer or officers, agent
or agents of the Company and in such manner as shall be determined from time to
time by resolution of the Board. Unless otherwise provided by resolution of the
Board, endorsements for deposit to the credit of the Company in any of its duly
authorized depositories may be made by hand-stamped legend in the name of the
Company or by written endorsement of any officer without countersignature.
 
      Section 3. Loans. No loans shall be contracted on behalf of the Company
unless authorized by the Board, but when so authorized, unless a particular
officer or agent is directed to negotiate the same, may be negotiated up to the
amount so authorized by the President or a Vice President or the Treasurer; and
such officers are hereby severally authorized to execute and deliver in the name
and on behalf of the Company notes or other evidences of indebtedness
countersigned by the President or a Vice President or the Treasurer; and such
officers are hereby severally authorized to execute and deliver in the name and
on behalf of the Company notes or other evidences of indebtedness countersigned
by the President or a Vice President for the amount of such loans and to give
security for the payment of any and all loans, advances or indebtedness by
hypothecating, pledging or transferring any part or all of the property of the
Company, real or personal, at any time owned by the Company.
 
      Section 4. Sale or Transfer of Securities held by the Corporation. Stock
certificates, bonds or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred or otherwise disposed of
pursuant to authorization by the Board, or of any committee thereunto duly
authorized, and, when so authorized to be sold, transferred or otherwise
disposed of, may be transferred from the name of the Company by the signature of
the President or a Vice President and the Treasurer or the Assistant Treasurer
or the Secretary or the Assistant Secretary.
 
                                   ARTICLE VII
 
                                  Miscellaneous
 
      Section 1. Offices. The Company shall have an office at such place in the
State of Delaware and may have offices at such place or places within or outside
the State of Delaware as the Board shall from time to time determine.
 
      Section 2. Fiscal Year. Until otherwise determined by the Board, the
fiscal year of the Company shall be the calendar year.
 
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      Section 3. Seal. The corporate seal shall be a device containing the name
of the Company, the year of its organization and the words, "Corporate seal,
Delaware."
 
      Section 4. Waiver of Notice. The giving of any notice of the time, place
or purpose of holding any meeting of stockholders or Directors and any
requirement as to publication thereof, whether statutory or otherwise, shall be
waived by the attendance at such meeting by any person entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting either before of after the holding
thereof.
 
      Section 5. Form of Notice. Whenever, under the provisions of the statutes
or of the Certificate of Incorporation or of these Bylaws, notice is required to
be given to any Director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Company, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by telegram.
 
                                  ARTICLE VIII
 
                            Amendment of These Bylaws
 
      As provided in the Certificate of Incorporation of the Company, the Board
of Directors of the Company may alter or repeal these Bylaws in whole or in part
at any regular or special meeting of the Board, provided notice of the proposed
change is included in notice of the meeting. In addition, these Bylaws may be
amended or repealed in whole or in part by the affirmative vote of the holders
of a majority in number of the issued and outstanding shares of the Company
having voting power and present at any regular or special meeting of
stockholders, provided notice of the proposed amendment or repeal is included in
the notice of meeting.
 
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