Exhibit 99


               3.02 QUALIFICATIONS. A person who is not an officer of
          the Corporation shall be ineligible to serve as a Director
          beyond the first regular meeting of the Board of Directors
          after the date he shall have attained the age of seventy
          (70). A person who is a "high ranking executive" (as defined
          in Section 5.01) of the Corporation shall be ineligible to
          serve as a Director beyond the first regular meeting of the
          Board of Directors after the date he shall have attained the
          age of sixty-five (65). A person shall be ineligible as a
          Director if, at the time he would otherwise be eligible for
          election, he is a former officer of the Corporation. Other
          restrictions and qualifications for Directors may be fixed
          from time to time by resolution passed by a majority of the
          whole Board of Directors.

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               5.01 ELECTION, QUALIFICATIONS. The officers of the
          Corporation shall be chosen by the Board of Directors at its
          first meeting after each annual meeting of the stockholders
          and shall include a President, a Chief Executive Officer, a
          Vice President, a Secretary, a Treasurer and a General
          Counsel. The Board of Directors may also choose additional
          Vice Presidents, and one or more Assistant Vice Presidents,
          Assistant Secretaries and Assistant Treasurers. Any number
          of offices may be held by the same person, unless the
          Certificate of Incorporation or these Bylaws otherwise
          provide. Except for an officer serving as a Director who may
          serve through the first regular meeting of the Board of
          Directors after he has attained the age of sixty-five (65),
          no "high ranking executive" of the Corporation may serve in
          that capacity beyond the date he shall have attained the age
          of sixty-five (65); "high ranking executive" shall mean the
          President, the Chief Executive Officer, any Vice President,
          the Secretary, the Treasurer, the General Counsel, the chief
          executive officers of the Corporation's public utility
          divisions, and any other officer of the Corporation so
          designated by the Board of Directors.