Exhibit 3.24

                                     BYLAWS
                                       OF
                         GIANT YORKTOWN HOLDING COMPANY

                     (HEREINAFTER CALLED THE "CORPORATION")

                                    ARTICLE I
                                     OFFICES

         Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

         Section 2. Other Offices. The Corporation may also have offices at such
other places both within and outside of the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or outside of the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. The Annual Meetings of Stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect Directors in accordance with Section 1 of
Article III of these Bylaws, and transact such other business as may properly be
brought before the meeting. Written notice of the Annual Meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) (unless a longer period is
required by law) nor more than sixty (60) days before the date of the meeting.

         Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, as the same may be amended from time to time,
Special Meetings of Stockholders may be called only by the Chairman of the
Board, if there is one, the President, the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of Directors (whether or
not there exist any vacancies in previously authorized directorships at the time
any such resolution is presented to the Board of Directors for adoption) or by
the owner or owners, at the time of such call for a Special Meeting, of ten
percent (10%), or more, of the issued and outstanding shares of common stock of
the Corporation. Written notice of a Special Meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be given not less than ten (10) (unless a longer period is required by
law) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. Business transacted at all Special
Meetings shall be confined to the objects stated in the call.

         Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, as the same may be amended from time to time, the
holders of a majority of the capital stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder entitled to vote at the meeting.

         Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these Bylaws, as the same may be amended from time to time, (i)
any question brought before any meeting of stockholders shall be decided by the
vote of the holders of a majority of the stock represented and entitled to vote
thereat, and (ii) each stockholder represented at a meeting of stockholders
shall be entitled to cast one vote for each share of the capital stock entitled
to vote thereat held by such stockholder. Such votes may be cast in person or by
proxy but no proxy shall be voted on or after three years from its date, unless
such proxy provides for a longer period. The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

         Section 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation 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 of the Corporation who is
present.

         Section 7. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 6 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         Section 8. Election Inspectors. Prior to any meeting of the
stockholders, the Board of Directors shall appoint one (1) or more inspectors
who shall ascertain the number of shares


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outstanding and the voting power of each; determine the shares represented at a
meeting and the validity of proxies and ballots; count all votes and ballots;
determine and retain for a reasonable time period a record of the disposition of
any challenges made to any determination by the inspectors; certify the
determination of the number of shares represented at the meeting, and the count
of all votes and ballots; and perform such other duties and actions as may be
requested by the Board of Directors or required by law. No such election
inspector need be a stockholder of the Corporation.

         Section 9. Organization and Conduct of Meetings. Each meeting of the
stockholders shall be called to order and thereafter chaired by the Chairman of
the Board of Directors if there is one; or, if not, or if the Chairman of the
Board is absent or so requests, then by the President; or if the Chairman of the
Board and the President are unavailable, such other officer of the Corporation
or such stockholder as may be appointed by the Board of Directors. The
Corporation's Secretary shall act as secretary of each meeting of the
stockholders; in the Secretary's absence, the chairman of the meeting may
appoint any person (whether a stockholder or not) to act as secretary for the
meeting. Absent a showing of bad faith on his part, and subject to any state law
restrictions or requirements, the chairman of a meeting shall, among other
things, have absolute authority to fix the period of time allowed for the
registration of stockholders and the filing of proxies, to determine the order
of business to be conducted at such meeting and to establish reasonable rules
for expediting the business of the meeting (including any informal, or question
and answer portions thereof).

         Section 10. Action by Written Consent. Any action required or permitted
to be taken by the stockholders of the Corporation may be effected either at an
Annual or Special Meeting of the stockholders of the Corporation or by unanimous
written consent of the stockholders.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. Number and Election of Directors. The business and affairs
of the Corporation shall be managed by or under the direction of a Board of
Directors, who shall serve one-year terms, consisting of not less than one (1)
nor more than nine (9) directors, the exact number of directors to be determined
from time to time by resolution adopted by the affirmative vote of a majority of
the directors then in office. A director shall hold office until the next Annual
Meeting and until his successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. Directors of the Corporation may be removed with or without cause
by the affirmative vote of a majority of the votes entitled to be cast by the
holders of all the then issued and outstanding shares of common stock of the
Corporation.

         Section 2. Vacancies. Any vacancy on the Board of Directors that
results from an increase in the number of directors may be filled by a majority
of the Board of Directors then in office, provided that a quorum is present, and
any other vacancy occurring in the Board of Directors may be filled by a
majority of the directors then in office, even if less than a quorum, or by a
sole remaining director.


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         Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these Bylaws, as the
same may be amended from time to time, directed or required to be exercised or
done by the stockholders.

         Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either outside of or within the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there is one, the President or any majority of the entire Board
of Directors. Notice thereof stating the place, date and hour of the meeting
shall be given to each director either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone, electronic facsimile or
telegram on twenty-four (24) hours' notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the
circumstances.

         Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these Bylaws, as the same may be
amended from time to time, at all meetings of the Board of Directors, a majority
of the entire Board of Directors shall constitute a quorum for the transaction
of business, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 6. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, as the same may be amended from
time to time, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all the members of the Board of Directors or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.

         Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, as the same may be
amended from time to time, members of the Board of Directors of the Corporation,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment through which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 7 of this Article III shall constitute presence in
person at such meeting.

         Section 8. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one (1) or more
committees, each committee to consist of two (2) or more of the directors of the
Corporation. The Board of Directors may


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designate directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of any such committee. In the
absence or disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent allowed by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation.
Each committee shall keep regular minutes and report to the Board of Directors
when required. The Board shall have the power at any time to change the members
of any such committee, to fill vacancies and to discharge any such committee.

         Section 9. Compensation. Directors shall be reimbursed by the
Corporation for their reasonable out-of-pocket expenses incurred in connection
with their attendance at Board meetings, and shall receive such other
compensation as determined by the Board of Directors from time to time by
majority vote.

         Section 10. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

                                   ARTICLE IV
                                    OFFICERS

         Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall, at a minimum, include a President and a
Secretary. The Board of Directors, in its discretion, may also choose a Chairman
of the Board of Directors (who must be a director), a Treasurer, an Executive
Vice President and one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person,


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unless otherwise prohibited by law, the Certificate of Incorporation or these
Bylaws, as the same may be amended from to time. The officers of the Corporation
need not be stockholders of the Corporation nor, except in the case of the
Chairman of the Board of Directors, need such officers be directors of the
Corporation.

         Section 2. Election and Compensation. The Board of Directors, at its
first meeting held after each Annual Meeting of Stockholders, shall elect the
officers of the Corporation, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation
shall hold office until their successors are chosen and qualified, or until
their earlier resignation or removal. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors. The salaries and any
bonuses or other compensation of all officers of the Corporation shall be fixed
by the Board of Directors. No officer shall be prevented from receiving a salary
by reason of the fact that such officer is also a director of the Corporation.

         Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President, and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

         Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there is one, shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature of
the President is required, the Chairman of the Board of Directors shall possess
the same power as the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board of
Directors. The Chairman of the Board of Directors shall also perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these Bylaws or by the Board of Directors.

         Section 5. President. The President shall, subject to the control of
the Board of Directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these Bylaws,
the Board of Directors, the Chairman of the Board of Directors, or the
President. The President shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these Bylaws,
the Chairman of the Board of Directors or by the Board of Directors.


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         Section 6. Vice Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act (and if there be no
Chairman of the Board of Directors), the Vice President or the Vice Presidents
if there are more than one (in the order designated by the Board of Directors)
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. Each
Vice President shall perform such other duties and have such other powers as the
Board of Directors from time to time may prescribe. If there is no Chairman of
the Board of Directors and no Vice President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the President or
in the event of the inability or refusal of the President to act, 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.

         Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board of Directors or President, under whose supervision he
shall be. If the Secretary shall be unable or shall refuse to cause to be given
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and if there is no Assistant Secretary, then either the Board of
Directors or the President may choose another officer to cause such notice to be
given. The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there is one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or filed
are properly kept or filed, as the case may be.

         Section 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
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. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or, from time to time, when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.


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         Section 9. Assistant Secretaries. Except as may be otherwise provided
in these Bylaws, Assistant Secretaries, if there are any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the Chairman of the Board of Directors, the President, any
Vice President, if there are any appointed, or the Secretary, and in the absence
of the Secretary or in the event of his disability or refusal to act, shall
perform the duties of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.

         Section 10. Assistant Treasurers. Assistant Treasurers, if there are
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board of
Directors, the President, any Vice President, or the Treasurer, and in the
absence of the Treasurer or in the event of his disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

         Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V
                                      STOCK

         Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the President or any Vice President and (ii) by the Secretary
or Treasurer of the Corporation, certifying the number of shares owned by him in
the Corporation.

         Section 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         Section 3. Lost Certificates. The President or Secretary may direct a
new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the


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certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, 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 his legal representative, to advertise the
same in such manner as the Board of Directors shall require and/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 alleged
to have been lost, stolen or destroyed.

         Section 4. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

         Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.

                                   ARTICLE VI
                                     NOTICES

         Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, as the same may be amended from
time to time, to be given to any director, member of a committee or stockholder,
such notice may be given by mail, addressed to such director, member of a
committee or stockholder, at his address as it appears on the records of the
Corporation, 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.
Written notice may also be given personally or by electronic facsimile,
telegram, telex or cable.

         Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these Bylaws, as the same may be amended
from time to time, to be given to any director, member of a committee or
stockholder, a waiver thereof in writing, signed, by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be


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deemed equivalent thereto.

                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the Delaware General Corporation Law the provisions of
the Certificate of Incorporation, as the same may be amended from time to time,
if any, may be declared by a decision of a majority of the entire Board of
Directors at any regular or special meeting, and may be paid in cash, in
property, or in shares of the capital stock of the Corporation. Before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors, in its absolute discretion, may modify or abolish any such reserve.

         Section 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         Section 5. Gender. All words used in any gender in these Bylaws shall
extend to and include all genders.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         Section 1. Power to Indemnify in Actions, Suits or Proceedings other
Than Those by or in the Right of the Corporation. Subject to Sections 3, 4 and 5
of this Article VIII, the Corporation shall indemnify, defend and hold harmless
any officer or director of the Corporation (an "Actor") who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such Actor is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent (including a manager) of another corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise (each, an "Enterprise"), against all expenses (including
attorneys' fees), costs, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Actor in connection with such action,
suit or


                                       10

proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

         Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Sections 3, 4 and 5 of this Article
VIII, the Corporation shall indemnify, defend and hold harmless any Actor who is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such Actor is or was a director
or officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent (including a manager) of
another Enterprise against all expenses (including attorneys' fees), costs,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such Actor in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such Actor shall have been adjudged to be liable to the Corporation unless
and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
Actor is fairly and reasonably entitled to indemnity for such amounts which the
Court of Chancery or such other court shall deem proper.

         Section 3. Advance of Expenses, Costs, Judgments, Fines, Etc. All
expenses (including attorneys' fees), costs, judgments, fines and amounts paid
in settlement actually and reasonably incurred by an Actor in connection with
the defense or settlement of any threatened or pending action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, any threatened or pending action, suit or proceeding by or
in the right of the Corporation to procure a judgment in its favor), by reason
of the fact that such Actor is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent (including a manager) of another Enterprise, shall be paid by
the Corporation to or on behalf of the Actor in advance of the final disposition
of such action, suit or proceeding, based on written requests for payment
submitted from time to time by such Actor to the Corporation; provided that as a
condition to any such advance, there shall first be delivered to the Corporation
an undertaking by or on behalf of such Actor to repay the amounts advanced in
accordance with Section 4 of this Article VIII. Advances under this Section 3
shall be mandatory, and no determination of the Board of Directors (including,
without limitation, a determination of whether an Actor is then entitled to
indemnity payments under Section 1 or 2 of this Article VIII) shall be required
as a condition to such advances. Payments by the Corporation pursuant to this
Section 3 of this Article VIII shall be due and payable not later than five
business days following submission by an Actor of any request for payment made
in accordance with the terms hereof.

         Section 4. Repayment of Advances. If advances are made by the
Corporation to or for the benefit of an Actor pursuant to Section 3 of this
Article VIII, and if a final adjudication is made by a court of competent
jurisdiction by judgment or order that such Actor was not entitled to indemnity
for such amounts under Section 1 or Section 2 of this Article VIII, as the case
may be, then within thirty (30) days following such adjudication, the Actor
shall reimburse the Corporation


                                       11

for the portion of any such advances which did not qualify for indemnity, as may
be directed by the court. A determination that an Actor was not entitled to
indemnity under Section 1 of this Article VIII shall be based solely on a
finding that the Actor failed to act in good faith or in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, or,
in the case of any criminal action or proceeding, that the Actor had reasonable
cause to believe that his conduct was unlawful. A determination that an Actor
was not entitled to indemnity under Section 2 of this Article VIII shall be
based solely on a finding that the Actor failed to act in good faith or in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, or on a finding that the Actor was liable to the Corporation in
the action or suit at issue and that in view of all of the circumstances of the
case, the Actor was not fairly and reasonably entitled to indemnity. For
purposes of this Article VIII, an adjudication shall become final on the date on
which no further appeals may be taken from such judgment, order or conviction.

         Section 5. Actions by Corporation With Respect to Indemnification. If
an Actor has not requested and received advances to Section 3 of this Article
VIII with respect to a threatened, pending or completed action, suit or
proceeding, the Actor may submit a written claim for indemnification to the
Corporation pursuant to this Section 5 of this Article VIII. Unless ordered by a
court (and subject to the Corporation's obligation to make advances in
accordance with Section 3 of this Article VIII), indemnification pursuant to
this Article VIII shall be made by the Corporation only as authorized in the
specific case, upon a determination that indemnification of the Actor is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (iii) if there are no such
directors, or even if there are, and such directors so direct, by independent
legal counsel in a written opinion, or (iv) by the stockholders. To the extent,
however, that an Actor has been successful on the merits or otherwise in defense
of any action, suit or proceeding described above, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees), costs and other obligations or amounts actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case. Nothing in this Section 5 of this Article VIII shall be
construed as a limitation on an Actor's right to receive, or on the
Corporation's obligation to make, advances in the manner described in Section 3
of this Article VIII, and in the event of a request for such advances, the
provisions of Sections 3 and 4 of this Article VIII, rather than the provisions
of this Section 5 of this Article VIII, shall apply.

         Section 6. Good Faith Defined. For purposes of any determination
required under this Article VIII, an Actor shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another Enterprise, or on information supplied to him by the officers of the
Corporation or another Enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another Enterprise or on
information or records given or reports made to the Corporation or another
Enterprise by an independent certified public accountant or by an appraiser or
other expert selected by the


                                       12

Corporation or another Enterprise. The provisions of this Section 6 of this
Article VIII shall not be deemed to be exclusive or to limit in any way the
circumstances in which an Actor may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that an Actor did not act
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

         Section 7. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 5 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any Actor may apply
to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Sections 1 and 2 of
this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standards of
conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 5 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that an Actor seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 7 of this Article VIII
shall be given to the Corporation promptly upon the filing of such application.
If successful, in whole or in part, the Actor seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

         Section 8. Nonexclusivity of Indemnification and Advancement of
Amounts. The indemnification and advancement of amounts to Actors as provided by
or granted pursuant to this Article VIII shall not be deemed exclusive of any
other rights to an Actor seeking indemnification or advancement of amounts may
be entitled under any Bylaw, agreement, contract, vote of stock holders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in the Actor's
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
Actors specified in Sections 1 and 2 of this Article VIII shall be made to the
fullest extent permitted by law. The provisions of this Article VIII shall not
be deemed to preclude the indemnification of any person who is not specified in
Section 1 or Section 2 of this Article VIII but whom the Corporation has the
power or obligation to indemnify under the provisions of the Delaware General
Corporation Law, or otherwise.

         Section 9. Insurance. The Corporation may purchase and maintain
insurance on behalf of any Actor against any liability asserted against him and
incurred by him in any his capacity as an officer or director of the Corporation
or as a director, officer, employee or agent (including a manager) of another
Entity at the request of the Corporation, or arising out of his status as such,
whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.

         Section 10. Survival of Indemnification and Related Obligations. The
indemnification


                                       13

and advancement of amounts provided by, or granted pursuant to, this Article
VIII shall, unless otherwise provided when authorized or ratified, continue as
to an Actor who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 7 of this
Article VIII), but subject in all events to the Corporation's obligation to make
advances pursuant to Section 3 of this Article VIII, the Corporation shall not
be obligated to indemnify any director or officer in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized or consented to by the Board of Directors of the
Corporation.

         Section 12. Indemnification of Employees and Agents. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of amounts to employees
and agents of the Corporation similar to those conferred in this Article VIII to
directors and officers of the Corporation.

                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 1. Amendment of Bylaws. Except as otherwise provided in the
Certificate of Incorporation, these Bylaws may be altered, amended or repealed,
in whole or in part, or new Bylaws may be adopted by the stockholders or by the
Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice of such
meeting of stockholders or Board of Directors, as the case may be. Except as
otherwise provided in the Certificate of Incorporation, all such amendments must
be approved by either the holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

                             CERTIFICATE OF ADOPTION

                  The undersigned Secretary hereby certifies that the foregoing
Bylaws were adopted by the Board of Directors of Giant Yorktown Holding Company
pursuant to a written consent of the Board of Directors dated May 2, 2002.


                                              /s/ Kim H. Bullerdick
                                              ---------------------------------
                                              Kim H. Bullerdick, Secretary


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