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EXHIBIT 3(d)
ADOPTED: July 29, 1969
AMENDED: December 15, 1969
AMENDED: December 7, 1970
AMENDED: January 11, 1971
AMENDED: May 3, 1971
AMENDED: December 27, 1971
AMENDED: April 22, 1975
AMENDED: January 14, 1976
AMENDED: December 17, 1976
AMENDED: December 14, 1978
AMENDED: June 25, 1979
AMENDED: December 19, 1979
AMENDED: February 18, 1981
AMENDED: October 7, 1981
AMENDED: December 15, 1982
AMENDED: February 16, 1983
AMENDED: May 18, 1983
AMENDED: February 17, 1984
AMENDED: December 31, 1985
AMENDED: April 2, 1987
AMENDED: July 10, 1987
AMENDED: February 10, 1988
AMENDED: March 20, 1992
AMENDED: February 26, 1993
AMENDED: July 1, 1993
AMENDED: January 20, 1994
AMENDED: February 23, 1994
AMENDED: August 17, 1994
AMENDED AND RESTATED BY-LAWS
OF
ZAPATA CORPORATION
(a Delaware corporation)
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ARTICLE I
Offices
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SECTION 1. Registered Office. The registered office of ZAPATA
CORPORATION (hereinafter called the Corporation) shall be in the City of
Wilmington, County of New Castle, State of Delaware, and the resident agent in
charge thereof shall be The Corporation Trust Company.
SECTION 2. Other Offices. The Corporation may have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from
time to time determine or as shall
be necessary or appropriate for the conduct of the business of the Corporation.