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                                                                    EXHIBIT 3(c)


                           AMENDED AND RESTATED BYLAWS

                                       OF

                          RELIANT ENERGY, INCORPORATED


         Adopted and Amended by Resolution of the Board of Directors on
                                November 3, 1999


                                    ARTICLE I

                                  CAPITAL STOCK

         Section 1. Share Ownership. Shares for the capital stock of the Company
may be certificated or uncertificated. Owners of shares of the capital stock of
the Company shall be recorded in the share transfer records of the Company and
ownership of such shares shall be evidenced by a certificate or book entry
notation in the share transfer records of the Company. Any certificates
representing such shares shall be signed by the Chairman of the Board, if there
is one, the Chief Executive Officer, if there is one, the President or a Vice
President and either the Secretary or an Assistant Secretary and shall be sealed
with the seal of the Company, which signatures and seal may be facsimiles. In
case any officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Company with the same effect as
if he were such officer at the date of its issuance.

         Section 2. Shareholders of Record. The Board of Directors of the
Company may appoint one or more transfer agents or registrars of any class of
stock of the Company. The Company may be its own transfer agent if so appointed
by the Board of Directors. The Company shall be entitled to treat the holder of
record of any shares of the Company as the owner thereof for all purposes, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such shares or any rights deriving from such shares, on the part of any other
person, including (but without limitation) a purchaser, assignee or transferee,
unless and until such other person becomes the holder of record of such shares,
whether or not the Company shall have either actual or constructive notice of
the interest of such other person.

         Section 3. Transfer of Shares. The shares of the capital stock of the
Company shall be transferable in the share transfer records of the Company by
the holder of record thereof, or his duly authorized attorney or legal
representative. All certificates representing shares surrendered for transfer,
properly endorsed, shall be canceled and new certificates for a like number of
shares shall be issued therefor. In the case of lost, stolen, destroyed or
mutilated certificates representing shares


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for which the Company has been requested to issue new certificates, new
certificates or other evidence of such new shares may be issued upon such
conditions as may be required by the Board of Directors or the Secretary for the
protection of the Company and any transfer agent or registrar. Uncertificated
shares shall be transferred in the share transfer records of the Company upon
the written instruction originated by the appropriate person to transfer the
shares.

         Section 4. Shareholders of Record and Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive a
distribution by the Company (other than a distribution involving a purchase or
redemption by the Company of any of its own shares) or a share dividend, or in
order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors may provide that the share transfer records shall be closed for a
stated period of not more than sixty days, and in the case of a meeting of
shareholders not less than ten days, immediately preceding the meeting, or it
may fix in advance a record date for any such determination of shareholders,
such date to be not more than sixty days, and in the case of a meeting of
shareholders not less than ten days, prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the share
transfer records are not closed and 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 a distribution (other than a
distribution involving a purchase or redemption by the Company of any of its own
shares) or a share 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
distribution or share 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
herein provided, such determination shall apply to any adjournment thereof
except where the determination has been made through the closing of the share
transfer records and the stated period of closing has expired.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. Place of Meetings. All meetings of shareholders shall be
held at the registered office of the Company, in the City of Houston, Texas, or
at such other place within or without the State of Texas as may be designated by
the Board of Directors or officer calling the meeting.

         Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors or as may otherwise be stated in the notice of the
meeting. Failure to designate a time for the annual meeting or to hold the
annual meeting at the designated time shall not work a dissolution of the
Company.



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         Section 3. Special Meetings. Special meetings of the shareholders may
be called by the Chairman of the Board, if there is one, the Chief Executive
Officer, if there is one, the President, the Secretary, the Board of Directors,
the holders of not less than one-tenth of all of the shares outstanding and
entitled to vote at such meeting or such other persons as may be authorized in
the Articles of Incorporation of the Company.

         Section 4. Notice of Meeting. Written or printed notice of all meetings
stating the place, day and hour of the meeting and, in 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, either personally or by mail, by or at the direction of the Chairman of
the Board, if there is one, the Chief Executive Officer, if there is one, the
President, the Secretary or the officer or person calling the meeting to each
shareholder of record entitled to vote at such meetings . If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the share transfer
records of the Company, with postage thereon prepaid.

         Any notice required to be given to any shareholder, under any provision
of the Texas Business Corporation Act, as amended (TBCA), the Articles of
Incorporation of the Company or these Bylaws, need not be given to a shareholder
if notice of two consecutive annual meetings and all notices of meetings held
during the period between those annual meetings, if any, or all (but in no event
less than two) payments (if sent by first class mail) of distributions or
interest on securities during a 12-month period have been mailed to that person,
addressed at his address as shown on the share transfer records of the Company,
and have been returned undeliverable. Any action or meeting taken or held
without notice to such person shall have the same force and effect as if the
notice had been duly given. If such a person delivers to the Company a written
notice setting forth his then current address, the requirement that notice be
given to that person shall be reinstated.

         Section 5. Voting List. The officer or agent having charge of the share
transfer records for shares of the Company shall make, at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, 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 Company and shall be subject to inspection by any
shareholder 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 transfer records shall be prima facie evidence as to who are the
shareholders entitled to examine such list or to vote at any meeting of
shareholders. Failure to comply with any requirements of this Section 5 shall
not affect the validity of any action taken at such meeting.

         Section 6. Voting; Proxies. Except as otherwise provided in the
Articles of Incorporation of the Company or as otherwise provided in the TBCA,
each holder of shares of capital stock of the Company entitled to vote shall be
entitled to one vote for each share standing in his name on the records of the
Company, either in person or by proxy executed in writing by him or by his duly



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authorized attorney-in-fact. A proxy shall be revocable unless expressly
provided therein to be irrevocable and the proxy is coupled with an interest. At
each election of directors, every holder of shares of the Company entitled to
vote shall have the right to vote, in person or by proxy, the number of shares
owned by him for as many persons as there are directors to be elected, and for
whose election he has a right to vote, but in no event shall he be permitted to
cumulate his votes for one or more directors.

         Section 7. Quorum and Vote of Shareholders. Except as otherwise
provided by law, the Articles of Incorporation of the Company or these Bylaws,
the holders of a majority of shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders, but, if a
quorum is not represented, a majority in interest of those represented may
adjourn the meeting from time to time. Directors shall be elected by a plurality
of the votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present. With
respect to each matter other than the election of directors as to which no other
voting requirement is specified by law, the Articles of Incorporation of the
Company or in this Section 7 or in Article VII of these Bylaws, the affirmative
vote of the holders of a majority of the shares entitled to vote on that matter
and represented in person or by proxy at a meeting at which a quorum is present
shall be the act of the shareholders. With respect to a matter submitted to a
vote of the shareholders as to which a shareholder approval requirement is
applicable under the shareholder approval policy of the New York Stock Exchange,
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (Exchange Act),
or any provision of the Internal Revenue Code, in each case for which no higher
voting requirement is specified by law, the Articles of Incorporation of the
Company or these Bylaws, the affirmative vote of the holders of a majority of
the shares entitled to vote on, and voted for or against, that matter at a
meeting at which a quorum is present shall be the act of the shareholders,
provided that approval of such matter shall also be conditioned on any more
restrictive requirement of such shareholder approval policy, Rule 16b-3 or
Internal Revenue Code provision, as applicable, being satisfied. With respect to
the approval of independent public accountants (if submitted for a vote of the
shareholders), the affirmative vote of the holders of a majority of the shares
entitled to vote on, and voted for or against, that matter at a meeting of
shareholders at which a quorum is present shall be the act of the shareholders.

         Section 8. Presiding Officer and Conduct of Meetings. The Chairman of
the Board, if there is one, or in his absence, the Chief Executive Officer, if
there is one, or in his absence, the President shall preside at all meetings of
the shareholders or, if such officers are not present at a meeting, by such
other person as the Board of Directors shall designate or if no such person is
designated by the Board of Directors, the most senior officer of the Company
present at the meeting. The Secretary of the Company, if present, shall act as
secretary of each meeting of shareholders; if he is not present at a meeting,
then such person as may be designated by the presiding officer shall act as
secretary of the meeting. Meetings of shareholders shall follow reasonable and
fair procedure. Subject to the foregoing, the conduct of any meeting of
shareholders and the determination of procedure and rules shall be within the
absolute discretion of the officer presiding at such meeting (Chairman of the
Meeting), and there shall be no appeal from any ruling of the Chairman of the
Meeting with respect to procedure or rules. Accordingly, in any meeting of
shareholders or part thereof, the Chairman of



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the Meeting shall have the sole power to determine appropriate rules or to
dispense with theretofore prevailing rules. Without limiting the foregoing, the
following rules shall apply:

                  (a) If disorder should arise which prevents continuation of
         the legitimate business of meeting, the Chairman of the Meeting may
         announce the adjournment of the meeting; and upon so doing, the meeting
         shall be immediately adjourned.

                  (b) The Chairman of the Meeting may ask or require that anyone
         not a bona fide shareholder or proxy leave the meeting.

                  (c) A resolution or motion proposed by a shareholder shall
         only be considered for vote of the shareholders if it meets the
         criteria of Article II, Section 9 (Proper Business -- Annual Meeting of
         Shareholders) or Article II, Section 10 (Proper Business -- Special
         Meeting of Shareholders), as the case may be. The Chairman of the
         Meeting may propose any resolution or motion for vote of the
         shareholders.

                  (d) The order of business at all meetings of shareholders
         shall be determined by the Chairman of the Meeting.

                  (e) The Chairman of the Meeting may impose any reasonable
         limits with respect to participation in the meeting by shareholders,
         including, but not limited to, limits on the amount of time taken up by
         the remarks or questions of any shareholder, limits on the number of
         questions per shareholder and limits as to the subject matter and
         timing of questions and remarks by shareholders.

                  (f) Before any meeting of shareholders, the Board of Directors
         may appoint three persons other than nominees for office to act as
         inspectors of election at the meeting or its adjournment. If no
         inspectors of election are so appointed, the Chairman of the Meeting
         may, and on the request of any shareholder or a shareholder's proxy
         shall, appoint inspectors of election at the meeting of the
         shareholders and the number of such inspectors shall be three. If any
         person appointed as inspector fails to appear or fails or refuses to
         act, the Chairman of the Meeting may, and upon the request of any
         shareholder or a shareholder's proxy shall, appoint a person to fill
         such vacancy.

                  The duties of the inspectors shall be to:

                           (i) determine the number of shares outstanding and
                  the voting power of each, the shares represented at the
                  meeting, the existence of a quorum, and the authenticity,
                  validity and effect of proxies and ballots;

                           (ii)  receive votes or ballots;



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                           (iii) hear and determine all challenges and questions
                  in any way arising in connection with the vote;

                           (iv) count and tabulate all votes;

                           (v) report to the Board of Directors the results
                  based on the information assembled by the inspectors; and

                           (vi) do any other acts that may be proper to conduct
                  the election or vote with fairness to all shareholders.

                  Notwithstanding the foregoing, the final certification of the
                  results of the election or other matter acted upon at a
                  meeting of shareholders shall be made by the Board of
                  Directors.

         All determinations of the Chairman of the Meeting shall be conclusive
unless a matter is determined otherwise upon motion duly adopted by the
affirmative vote of the holders of at least 80% of the voting power of the
shares of capital stock of the Company entitled to vote in the election of
directors held by shareholders present in person or represented by proxy at such
meeting.

         Section 9. Proper Business -- Annual Meeting of Shareholders. At any
annual meeting of shareholders, only such business shall be conducted as shall
be a proper subject for the meeting and shall have been properly brought before
the meeting. To be properly brought before an annual meeting of shareholders,
business (other than business relating to (i) any nomination of directors, which
is governed by Article III, Section 3, or (ii) any alteration, amendment or
repeal of the Bylaws or any adoption of new Bylaws, which is governed by Article
VII hereof) must (a) be specified in the notice of such meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise be properly brought before
the meeting by or at the direction of the Chairman of the Meeting or the Board
of Directors (or any duly authorized committee thereof) or (c) otherwise (i) be
properly requested to be brought before the meeting by a shareholder of record
entitled to vote in the election of directors generally, in compliance with the
provisions of this Section 9 and (ii) constitute a proper subject to be brought
before such meeting. For business to be properly brought before an annual
meeting of shareholders, any shareholder who intends to bring any matter (other
than a matter relating to (i) any nomination of directors, which is governed by
Article III, Section 3, or (ii) any alteration, amendment or repeal of the
Bylaws or any adoption of new Bylaws, which is governed by Article VII hereof)
before an annual meeting of shareholders and is entitled to vote on such matter
must deliver written notice of such shareholder's intent to bring such matter
before the annual meeting of shareholders, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Company. Such
notice must be received by the Secretary not less than 90 days nor more than 180
days prior to the date on which the immediately preceding year's annual meeting
of shareholders was held. In no event shall the public disclosure of an
adjournment of an annual meeting of shareholders commence a new time period for
the giving of a shareholder's notice as described above.



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         To be in proper written form, a shareholder's notice to the Secretary
shall set forth as to each matter the shareholder proposes to bring before the
annual meeting of shareholders (a) a brief description of the business desired
to be brought before the meeting and the reasons for conducting such business at
the meeting, (b) the name and address, as they appear on the Company's books and
records, of the shareholder proposing such business, (c) evidence reasonably
satisfactory to the Secretary of the Company, of such shareholder's status as
such and of the number of shares of each class of capital stock of the Company
of which such shareholder is the beneficial owner, (d) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such shareholder and any material interest of such shareholder in such
business and (e) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting. No business shall be conducted at an annual meeting of shareholders
except in accordance with the procedures set forth in this Section 9. Beneficial
ownership shall be determined in accordance with Rule 13d-3 under the Exchange
Act. When used in these Bylaws, "person" has the meaning ascribed to such term
in Section 2(a)(2) of the Securities Act of 1933, as amended, as the context may
require.

         Within thirty days after such shareholder shall have submitted the
aforesaid items, the Secretary or the Board of Directors of the Company shall
determine whether the proposed business has been properly requested to be
brought before the annual meeting of shareholders and shall notify such
shareholder in writing of its determination. If such shareholder fails to submit
a required item in the form or within the time indicated, or if the Secretary or
the Board of Directors of the Company determines that the proposed business
otherwise has not been properly requested, then such proposal by such
shareholder shall not be voted upon by the shareholders of the Company at such
annual meeting of shareholders. The Chairman of the Meeting shall, if the facts
warrant, determine and declare to the meeting that a proposal made by a
shareholder of the Company pursuant to this Section 9 was not made in accordance
with the procedures prescribed by these Bylaws, and if he should so determine,
he shall so declare to the meeting and the defective proposal shall be
disregarded.

         Nothing in this Section 9 shall be interpreted or construed to require
the inclusion of information about any such proposal in any proxy statement
distributed by, at the direction of, or on behalf of the Board of Directors or
the Company.

         Section 10. Proper Business -- Special Meeting of Shareholders. At any
special meeting of shareholders, only such business shall be conducted as shall
have been stated in the notice of such meeting or shall otherwise have been
properly brought before the meeting by or at the direction of the Chairman of
the Meeting or the Board of Directors (or any duly authorized committee
thereof).



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                                   ARTICLE III

                                    DIRECTORS

         Section 1. Classification of Board of Directors; Qualifications. (a)
The business and affairs of the Company shall be managed by the Board of
Directors.

         Each director elected by the holders of Preferred Stock pursuant to
Section 6 of Division A of Article VI of the Articles of Incorporation of the
Company (or elected by such directors to fill a vacancy) shall serve for a term
ending upon the earlier of the election of his successor or the termination at
any time of a right of the holders of Preferred Stock to elect members of the
Board of Directors.

         At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they succeed,
unless, by reason of any intervening changes in the authorized number of
directors, the Board of Directors shall designate one or more directorships
whose term then expires as directorships of another class in order more nearly
to achieve equality of number of directors among the classes.

         Notwithstanding the rule that the three classes shall be as nearly
equal in number of directors as possible, in the event of any change in the
authorized number of directors, each director then continuing to serve as such
shall nevertheless continue as a director of the class of which he or she is a
member until the expiration of his or her current term, or his or her prior
death, resignation, disqualification or removal. If any newly created
directorship may, consistent with the rule that the three classes shall be as
nearly equal in number of directors as possible, be allocated to any of the
three classes, the Board of Directors shall allocate it to that available class
whose term of office is due to expire at the earliest date following such
allocation. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         (b) No person shall be eligible to serve as a director of the Company
subsequent to the annual meeting of shareholders occurring on or after the first
day of the month immediately following the month of such person's seventieth
birthday. Any vacancy on the Board of Directors resulting from any director
being rendered ineligible to serve as a director of the Company by the
immediately preceding sentence shall be filled by the shareholders entitled to
vote thereon at such annual meeting of shareholders. Any director chosen to
succeed a director who is so rendered ineligible to serve as a director of the
Company shall be of the same class as the director he or she succeeds.

         No person shall continue to serve as a member of the Board of Directors
if the director ceases for any reason to hold the principal employment or
position he or she held at the time first elected to the Board of Directors and
does not secure a comparable employment or position, as determined in the sole
judgment of the Board of Directors, within one year thereof.

         No person who is also an employee of the Company or one of its
corporate affiliates shall



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continue to serve as a member of the Board of Directors after his or her
retirement, termination or downward change in status in the Company, as
determined in the sole judgment of the Board of Directors.

         The Board of Directors may waive any qualification set forth above in
this Section 1(b) if it determines that the director has special skill,
experience or distinction having value to the Company that is not readily
available or transferable. Any such waiver shall be made by a majority of the
Board of Directors, excluding the director whose disqualification is being
waived.

         No person shall be eligible for election or reelection or to continue
to serve as a member of the Board of Directors who is an officer, director,
agent, representative, partner, employee, or nominee of, or otherwise acting at
the direction of, or acting in concert with, (a) a "public-utility company"
(other than any direct or indirect subsidiary of the Company) as such term is
defined in Section 2(a)(5) of the Public Utility Holding Company Act of 1935, as
in effect on May 1, 1996 (35 Act), or (b) an "affiliate" (as defined in either
Section 2(a)(11) of the 35 Act or in Rule 405 under the Securities Act of 1933,
as amended) of any such "public-utility company" specified in clause (a)
immediately preceding.

         Any vacancies on the Board of Directors resulting from the
disqualification of a director by virtue of the above qualifications may be
filled as provided in Section 2 of this Article III.

         The above qualifications and limitations notwithstanding, each director
shall serve until his successor shall have been duly elected and qualified,
unless he or she shall resign, become disqualified, disabled or shall otherwise
be removed.

         Section 2. Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the number of directors may be
filled by the affirmative vote of a majority of the directors then in office for
a term of office continuing only until the next election of one or more
directors by the shareholders entitled to vote thereon, or may be filled by
election at an annual or special meeting of the shareholders called for that
purpose; provided, however, that the Board of Directors shall not fill more than
two such directorships during the period between two successive annual meetings
of shareholders. Except as provided in Section 1 of this Article III, any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause may be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors, or may be filled by election at an annual or
special meeting of the shareholders called for that purpose. Any director
elected to fill any such vacancy shall hold office for the remainder of the full
term of the director whose departure from the Board of Directors created the
vacancy and until such newly elected director's successor shall have been duly
elected and qualified.

         Notwithstanding the foregoing paragraph of this Section 2, whenever
holders of outstanding shares of Preference Stock are entitled to elect members
of the Board of Directors pursuant to the provisions of Section 6 of Division A
of Article VI of the Articles of Incorporation of the Company,



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any vacancy or vacancies resulting by reason of the death, resignation,
disqualification or removal of any director or directors or any increase in the
number of directors shall be filled in accordance with the provisions of such
section.

         Section 3. Nomination of Directors. Nominations for the election of
directors may be made by the Board of Directors or by any shareholder
(Nominator) entitled to vote in the election of directors. Such nominations,
other than those made by the Board of Directors, shall be made in writing
pursuant to timely notice delivered to or mailed and received by the Secretary
of the Company as set forth in this Section 3. To be timely in connection with
an annual meeting of shareholders, a Nominator's notice, setting forth the name
and address of the person to be nominated, shall be delivered to or mailed and
received at the principal executive offices of the Company not less than ninety
days nor more than 180 days prior to the date on which the immediately preceding
year's annual meeting of shareholders was held. To be timely in connection with
any election of a director at a special meeting of the shareholders, a
Nominator's notice, setting forth the name of the person to be nominated, shall
be delivered to or mailed and received at the principal executive offices of the
Company not less than forty days nor more than sixty days prior to the date of
such meeting; provided, however, that in the event that less than forty-seven
days' notice or prior public disclosure of the date of the special meeting of
the shareholders is given or made to the shareholders, the Nominator's notice to
be timely must be so received not later than the close of business on the
seventh day following the day on which such notice of date of the meeting was
mailed or such public disclosure was made. At such time, the Nominator shall
also submit written evidence, reasonably satisfactory to the Secretary of the
Company, that the Nominator is a shareholder of the Company and shall identify
in writing (a) the name and address of the Nominator, (b) the number of shares
of each class of capital stock of the Company owned beneficially by the
Nominator, (c) the name and address of each of the persons with whom the
Nominator is acting in concert, (d) the number of shares of capital stock
beneficially owned by each such person with whom the Nominator is acting in
concert, and (e) a description of all arrangements or understandings between the
Nominator and each nominee and any other persons with whom the Nominator is
acting in concert pursuant to which the nomination or nominations are to be
made. At such time, the Nominator shall also submit in writing (i) the
information with respect to each such proposed nominee that would be required to
be provided in a proxy statement prepared in accordance with Regulation 14A
under the Exchange Act and (ii) a notarized affidavit executed by each such
proposed nominee to the effect that, if elected as a member of the Board of
Directors, he will serve and that he is eligible for election as a member of the
Board of Directors. Within thirty days (or such shorter time period that may
exist prior to the date of the meeting) after the Nominator has submitted the
aforesaid items to the Secretary of the Company, the Secretary of the Company
shall determine whether the evidence of the Nominator's status as a shareholder
submitted by the Nominator is reasonably satisfactory and shall notify the
Nominator in writing of his determination. The failure of the Secretary of the
Company to find such evidence reasonably satisfactory, or the failure of the
Nominator to submit the requisite information in the form or within the time
indicated, shall make the person to be nominated ineligible for nomination at
the meeting at which such person is proposed to be nominated. The presiding
person at each meeting of shareholders shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by



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these Bylaws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded. Beneficial ownership shall be
determined in accordance with Rule 13d-3 under the Exchange Act.

         Section 4. Place of Meetings and Meetings by Telephone. Meetings of the
Board of Directors may be held either within or without the State of Texas, at
whatever place is specified by the officer calling the meeting. Meetings of the
Board of Directors may also be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting by means of
conference telephone or similar communications equipment shall constitute
presence in person at such meeting, except where a director participates in a
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened. In the
absence of specific designation by the officer calling the meeting, the meetings
shall be held at the principal office of the Company.

         Section 5. Regular Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of the shareholders for the
transaction of such business as may properly be brought before the meeting. The
Board of Directors shall also meet regularly at such other times as shall be
designated by the Board of Directors. No notice of any kind to either existing
or newly elected members of the Board of Directors for such annual or regular
meetings shall be necessary.

         Section 6. Special Meetings. Special meetings of the Board of Directors
may be held at any time upon the call of the Chairman of the Board, if there is
one, the Chief Executive Officer, if there is one, the President or the
Secretary of the Company or a majority of the directors then in office. Notice
shall be sent by mail, facsimile or telegram to the last known address of the
director at least two days before the meeting, or oral notice may be substituted
for such written notice if received not later than the day preceding such
meeting. Notice of the time, place and purpose of such meeting may be waived in
writing before or after such meeting, and shall be equivalent to the giving of
notice. Attendance of a director at such meeting shall also constitute a waiver
of notice thereof, except where he attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Except as otherwise provided by these Bylaws,
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 and Voting. Except as otherwise provided by law, the
Articles of Incorporation of the Company or these Bylaws, a majority of the
number of directors fixed in the manner provided in these Bylaws as from time to
time amended shall constitute a quorum for the transaction of business. Except
as otherwise provided by law, the Articles of Incorporation of the Company or
these Bylaws, the affirmative vote 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.
Any regular or special



                                 Page 11 of 21
<PAGE>   12


directors' meeting may be adjourned from time to time by those present, whether
a quorum is present or not.

         Section 8. Compensation. Directors shall receive such compensation for
their services as shall be determined by the Board of Directors.

         Section 9. Removal. No director of the Company shall be removed from
his office as a director by vote or other action of the shareholders or
otherwise except (a) with cause, as defined below, by the affirmative vote of
the holders of at least a majority of the voting power of all outstanding shares
of capital stock of the Company entitled to vote in the election of directors,
voting together as a single class, or (b) without cause by (i) the affirmative
vote of at least 80% of all directors then in office at any regular or special
meeting of the Board of Directors called for that purpose or (ii) the
affirmative vote of the holders of at least 80% of the voting power of all
outstanding shares of capital stock of the Company entitled to vote in the
election of directors, voting together as a single class.

         Except as may otherwise be provided by law, cause for removal of a
director shall be construed to exist only if: (a) the director whose removal is
proposed has been convicted, or where a director is granted immunity to testify
where another has been convicted, of a felony by a court of competent
jurisdiction and such conviction is no longer subject to direct appeal; (b) such
director has been found by the affirmative vote of at least 80% of all directors
then in office at any regular or special meeting of the Board of Directors
called for that purpose or by a court of competent jurisdiction to have been
negligent or guilty of misconduct in the performance of his duties to the
Company in a matter of substantial importance to the Company; or (c) such
director has been adjudicated by a court of competent jurisdiction to be
mentally incompetent, which mental incompetency directly affects his ability as
a director of the Company.

         Notwithstanding the first paragraph of this Section 9, whenever holders
of outstanding shares of Preference Stock are entitled to elect members of the
Board of Directors pursuant to the provisions of Section 6 of Division A of
Article VI of the Articles of Incorporation of the Company, any director of the
Company may be removed in accordance with the provisions of such section.

         No proposal by a shareholder to remove a director of the Company,
regardless of whether such director was elected by holders of outstanding shares
of Preference Stock (or elected by such directors to fill a vacancy), shall be
voted upon at a meeting of the shareholders unless such shareholder shall have
delivered or mailed in a timely manner (as set forth in this Section 9) and in
writing to the Secretary of the Company (a) notice of such proposal, (b) a
statement of the grounds, if any, on which such director is proposed to be
removed, (c) evidence, reasonably satisfactory to the Secretary of the Company,
of such shareholder's status as such and of the number of shares of each class
of the capital stock of the Company beneficially owned by such shareholder, (d)
a list of the names and addresses of other beneficial owners of shares of the
capital stock of the Company, if any, with whom such shareholder is acting in
concert, and of the number of shares of each class of the capital stock of the
Company beneficially owned by each such beneficial owner, and (e) an



                                 Page 12 of 21
<PAGE>   13


opinion of counsel, which counsel and the form and substance of which opinion
shall be reasonably satisfactory to the Board of Directors of the Company
(excluding the director proposed to be removed), to the effect that, if adopted
at a duly called special or annual meeting of the shareholders of the Company by
the required vote as set forth in the first paragraph of this Section 9, such
removal would not be in conflict with the laws of the State of Texas, the
Articles of Incorporation of the Company or these Bylaws. To be timely in
connection with an annual meeting of shareholders, a shareholder's notice and
other aforesaid items shall be delivered to or mailed and received at the
principal executive offices of the Company not less than ninety nor more than
180 days prior to the date on which the immediately preceding year's annual
meeting of shareholders was held. To be timely in connection with the removal of
any director at a special meeting of the shareholders, a shareholder's notice
and other aforesaid items shall be delivered to or mailed and received at the
principal executive offices of the Company not less than forty days nor more
than sixty days prior to the date of such meeting; provided, however, that in
the event that less than forty-seven days' notice or prior public disclosure of
the date of the special meeting of shareholders is given or made to the
shareholders, the shareholder's notice and other aforesaid items to be timely
must be so received not later than the close of business on the seventh day
following the day on which such notice of date of the meeting was mailed or such
public disclosure was made. Within thirty days (or such shorter period that may
exist prior to the date of the meeting) after such shareholder shall have
delivered the aforesaid items to the Secretary of the Company, the Secretary and
the Board of Directors of the Company shall respectively determine whether the
items to be ruled upon by them are reasonably satisfactory and shall notify such
shareholder in writing of their respective determinations. If such shareholder
fails to submit a required item in the form or within the time indicated, or if
the Secretary or the Board of Directors of the Company determines that the items
to be ruled upon by them are not reasonably satisfactory, then such proposal by
such shareholder may not be voted upon by the shareholders of the Company at
such meeting of shareholders. The presiding person at each meeting of
shareholders shall, if the facts warrant, determine and declare to the meeting
that a proposal to remove a director of the Company was not made in accordance
with the procedures prescribed by these Bylaws, and if he should so determine,
he shall so declare to the meeting and the defective proposal shall be
disregarded. Beneficial ownership shall be determined as specified in accordance
with Rule 13d-3 under the Exchange Act.

         Section 10. Executive and Other Committees. The Board of Directors, by
resolution or resolutions adopted by a majority of the full Board of Directors,
may designate one or more members of the Board of Directors to constitute an
Executive Committee, and one or more other committees, which shall in each case
be comprised of such number of directors as the Board of Directors may determine
from time to time. Subject to such restrictions as may be contained in the
Company's Articles of Incorporation or that may be imposed by the TBCA, any such
committee shall have and may exercise such powers and authority of the Board of
Directors in the management of the business and affairs of the Company as the
Board of Directors may determine by resolution and specify in the respective
resolutions appointing them, or as permitted by applicable law, including,
without limitation, the power and authority to (a) authorize a distribution, (b)
authorize the issuance of shares of the Company and (c) exercise the authority
of the Board of Directors vested in it pursuant to Article 2.13 of the TBCA or
such successor statute as may be in effect from time to time. Each
duly-authorized



                                 Page 13 of 21
<PAGE>   14


action taken with respect to a given matter by any such duly-appointed committee
of the Board of Directors shall have the same force and effect as the action of
the full Board of Directors and shall constitute for all purposes the action of
the full Board of Directors with respect to such matter.

         The designation of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law, nor shall such
committee function where action of the Board of Directors cannot be delegated to
a committee thereof under applicable law. The Board of Directors shall have the
power at any time to change the membership of any such committee and to fill
vacancies in it. A majority of the members of any such committee shall
constitute a quorum. The Board of Directors shall name a chairman at the time it
designates members to a committee. Each such committee shall appoint such
subcommittees and assistants as it may deem necessary. Except as otherwise
provided by the Board of Directors, meetings of any committee shall be conducted
in accordance with the provisions of Sections 4 and 6 of this Article III as the
same shall from time to time be amended. Any member of any such committee
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Company 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 a member of
a committee shall not of itself create contract rights.


                                   ARTICLE IV

                                    OFFICERS

         Section 1. Officers. The officers of the Company shall consist of a
President and a Secretary and such other officers and agents as the Board of
Directors may from time to time elect or appoint, which may include, without
limitation, a Chairman of the Board, a Chief Executive Officer, one or more Vice
Presidents (whose seniority and titles, including Executive Vice Presidents,
Senior Vice Presidents and such assistant or subordinate Vice Presidents, may be
specified by the Board of Directors), a Treasurer, one or more Assistant
Treasurers, and one or more Assistant Secretaries. Each officer shall hold
office until his successor shall have been duly elected and shall qualify or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Any two or more offices may be held by the same
person. Except for the Chairman of the Board, if any, no officer need be a
director.

         Section 2. Vacancies; Removal. Whenever any vacancies shall occur in
any office by death, resignation, increase in the number of offices of the
Company, or otherwise, the officer so elected shall hold office until his
successor is chosen and qualified. The Board of Directors may at any time remove
any officer of the Company, whenever in its judgment the best interests of the
Company will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the



                                 Page 14 of 21
<PAGE>   15


person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

         Section 3. Powers and Duties of Officers. The officers of the Company
shall have such powers and duties as generally pertain to their offices as well
as such powers and duties as from time to time shall be conferred by the Board
of Directors.


                                    ARTICLE V

                                 INDEMNIFICATION

         Section 1. General. The Company shall indemnify and hold harmless the
Indemnitee (as this and all other capitalized words are defined in this Article
or in Article 2.02-1 of the TBCA), to the fullest extent permitted, or not
prohibited, by the TBCA or other applicable law as the same exists or may
hereafter be amended (but in the case of any such amendment, with respect to
Matters occurring before such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment). The provisions set
forth below in this Article are provided as means of furtherance and
implementation of, and not in limitation on, the obligation expressed in this
Section 1.

         Section 2. Advancement or Reimbursement of Expenses. The rights of the
Indemnitee provided under Section 1 of this Article shall include, but not be
limited to, the right to be indemnified and to have Expenses advanced (including
the payment of expenses before final disposition of a Proceeding) in all
Proceedings to the fullest extent permitted, or not prohibited, by the TBCA or
other applicable law. If the Indemnitee is not wholly successful, on the merits
or otherwise, in a Proceeding, but is successful, on the merits or otherwise, as
to any Matter in such Proceeding, the Company shall indemnify the Indemnitee
against all Expenses actually and reasonably incurred by him or on his behalf
relating to each Matter. The termination of any Matter in a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such Matter. In addition, to the extent the Indemnitee is, by reason of
his Corporate Status, a witness or otherwise participates in any Proceeding at a
time when he is not named a defendant or respondent in the Proceeding, he shall
be indemnified against all Expenses actually and reasonably incurred by him or
on his behalf in connection therewith. The Indemnitee shall be advanced
Expenses, within ten days after any request for such advancement, to the fullest
extent permitted, or not prohibited, by Article 2.02-1 of the TBCA; provided
that the Indemnitee has provided to the Company all affirmations,
acknowledgments, representations and undertakings that may be required of the
Indemnitee by Article 2.02-1 of the TBCA.

         Section 3. Determination of Request. Upon written request to the
Company by an Indemnitee for indemnification pursuant to these Bylaws, a
determination, if required by applicable law, with respect to an Indemnitee's
entitlement thereto shall be made in accordance with Article 2.02-1 of the TBCA;
provided, however, that notwithstanding the foregoing, if a Change in Control



                                 Page 15 of 21
<PAGE>   16


shall have occurred, such determination shall be made by Special Legal Counsel
selected by the Indemnitee, unless the Indemnitee shall request that such
determination be made in accordance with Article 2.02-1F (1) or (2). The Company
shall pay any and all reasonable fees and expenses of Special Legal Counsel
incurred in connection with any such determination. If a Change in Control shall
have occurred, the Indemnitee shall be presumed (except as otherwise expressly
provided in this Article) to be entitled to indemnification under this Article
upon submission of a request to the Company for indemnification, and thereafter
the Company shall have the burden of proof in overcoming that presumption in
reaching a determination contrary to that presumption. The presumption shall be
used by Special Legal Counsel, or such other person or persons determining
entitlement to indemnification, as a basis for a determination of entitlement to
indemnification unless the Company provides information sufficient to overcome
such presumption by clear and convincing evidence or the investigation, review
and analysis of Special Legal Counsel or such other person or persons convinces
him or them by clear and convincing evidence that the presumption should not
apply.

         Section 4. Effect of Certain Proceedings. The termination of any
Proceeding or of any Matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Article) of itself adversely
affect the right of the Indemnitee to indemnification or create a presumption
that (a) the Indemnitee did not conduct himself in good faith and in a manner
which he reasonably believed, in the case of conduct in his official capacity as
a director of the Company, to be in the best interests of the Company, or, in
all other cases, that at least his conduct was not opposed to the Company's best
interests, or (b) with respect to any criminal Proceeding, that the Indemnitee
had reasonable cause to believe that his conduct was unlawful.

         Section 5. Expenses of Enforcement of Article. In the event that an
Indemnitee, pursuant to this Article, seeks a judicial adjudication to enforce
his rights under, or to recover damages for breach of, rights created under or
pursuant to this Article, the Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all Expenses
actually and reasonably incurred by him in such judicial adjudication but only
if he prevails therein. If it shall be determined in said judicial adjudication
that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication shall be reasonably
prorated in good faith by counsel for the Indemnitee. Notwithstanding the
foregoing, if a Change in Control shall have occurred, Indemnitee shall be
entitled to indemnification under this Section regardless of whether indemnitee
ultimately prevails in such judicial adjudication.

         Section 6. Nonexclusive Rights. The rights of indemnification and to
receive advancement of Expenses as provided by this Article shall not be deemed
exclusive of any other rights to which the Indemnitee may at any time be
entitled under applicable law, the Articles of Incorporation of the Company,
these Bylaws, agreement, insurance, arrangement, a vote of shareholders or a
resolution of directors, or otherwise. No amendment, alteration or repeal of
this Article or any provision thereof shall be effective as to any Indemnitee
for acts, events and circumstances that occurred, in



                                 Page 16 of 21
<PAGE>   17


whole or in part, before such amendment, alteration or repeal. The provisions of
this Article shall continue as to an Indemnitee whose Corporate Status has
ceased and shall inure to the benefit of his heirs, executors and
administrators.

         Section 7. Invalidity. If any provision or provisions of this Article
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

         Section 8.  Definitions.  For purposes of this Article:

                  "Change of Control" means a change in control of the Company
         occurring after the date of adoption of these Bylaws in any of the
         following circumstances: (a) there shall have occurred an event
         required to be reported in response to Item 6(e) of Schedule 14A of
         Regulation 14A (or in response to any similar item on any similar
         schedule or form) promulgated under the Exchange Act, whether or not
         the Company is then subject to such reporting requirement; (b) any
         "person" (as such term is used in Section 13(d) and 14(d) of the
         Exchange Act), other than a trustee or other fiduciary holding
         securities under an employee benefit plan of the Company or a
         corporation or other entity owned directly or indirectly by the
         shareholders of the Company in substantially the same proportions as
         their ownership of stock of the Company, shall have become the
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Company representing 30%
         or more of the combined voting power of the Company's then outstanding
         voting securities without prior approval of at least two-thirds of the
         members of the Board of Directors in office immediately prior to such
         person attaining such percentage interest; (c) the Company is a party
         to a merger, consolidation, share exchange, sale of assets or other
         reorganization, or a proxy contest, as a consequence of which members
         of the Board of Directors in office immediately prior to such
         transaction or event constitute less than a majority of the Board of
         Directors thereafter; (d) during any fifteen month period, individuals
         who at the beginning of such period constituted the Board of Directors
         (including for this purpose any new director whose election or
         nomination for election by the Company's shareholders was approved by a
         vote of at least two-thirds of the directors then still in office who
         were directors at the beginning of such period) cease for any reason to
         constitute at least a majority of the Board of Directors.

                  "Corporate Status" means the status of a person who is or was
         a director, officer, partner, venturer, proprietor, trustee, employee
         (including an employee acting in his Designated Professional Capacity),
         or agent or similar functionary of the Company or of any other foreign
         or domestic corporation, partnership, joint venture, sole
         proprietorship, trust, employee benefit plan or other enterprise which
         such person is or was serving in such capacity at the request of the
         Company. The Company hereby acknowledges that unless and until the
         Company provides the Indemnitee with written notice to the contrary,
         the



                                 Page 17 of 21
<PAGE>   18


         Indemnitee's service as a director, officer, partner, venturer,
         proprietor, trustee, employee, agent or similar functionary of an
         Affiliate of the Company shall be conclusively presumed to be at the
         Company's request. An Affiliate of the Company shall be deemed to be
         (a) any foreign or domestic corporation in which the Company owns or
         controls, directly or indirectly, 5% or more of the shares entitled to
         be voted in the election of directors of such corporation; (b) any
         foreign or domestic partnership, joint venture, proprietorship or other
         enterprise in which the Company owns or controls, directly or
         indirectly, 5% or more of the revenue interests in such partnership,
         joint venture, proprietorship or other enterprise; or (c) any trust or
         employee benefit plan the beneficiaries of which include the Company,
         any Affiliate of the Company as defined in the foregoing clauses (a)
         and (b) or any of the directors, officers, partners, venturers,
         proprietors, employees, agents or similar functionaries of the Company
         or of such Affiliates of the Company.

                  "Expenses" shall include all reasonable attorneys' fees,
         retainers, court costs, transcript costs, fees of experts, witness
         fees, travel expenses, duplicating costs, printing and binding costs,
         telephone charges, postage, delivery service fees, and all other
         disbursements or expenses of the types customarily incurred in
         connection with prosecuting, defending, preparing to prosecute or
         defend, investigating, or being or preparing to be a witness in a
         Proceeding.

                  "Indemnitee" includes any person who is, or is threatened to
         be made, a witness in or a party to any Proceeding as described in
         Section 1 or 2 of this Article by reason of his Corporate Status.

                  "Matter" is a claim, a material issue, or a substantial
         request for relief.

                  "Proceeding" includes any threatened, pending or completed
         action, suit, arbitration, alternate dispute resolution proceeding,
         investigation, administrative hearing and any other proceeding, whether
         civil, criminal, administrative, investigative or other, any appeal in
         such action, suit, arbitration, proceeding or hearing, or any inquiry
         or investigation, whether conducted by or on behalf of the Company, a
         subsidiary of the Company or any other party, formal or informal, that
         the Indemnitee in good faith believes might lead to the institution of
         any such action, suit, arbitration, proceeding, investigation or
         hearing, except one initiated by an Indemnitee pursuant to Section 5 of
         this Article.

                  "Special Legal Counsel" means a law firm, or member of a law
         firm, that is experienced in matters of corporation law and neither
         presently is, nor in the five years previous to his selection or
         appointment has been, retained to represent: (a) the Company or the
         Indemnitee in any matter material to either such party; (b) any other
         party to the Proceeding giving rise to a claim for indemnification
         hereunder; or (c) the beneficial owner, directly or indirectly, of
         securities of the Company representing 30% or more of the combined
         voting power of the Company's then outstanding voting securities.
         Notwithstanding the foregoing, the term "Special Legal Counsel" shall
         not include any



                                 Page 18 of 21
<PAGE>   19


         person who, under the applicable standards of professional conduct then
         prevailing, would have a conflict of interest in representing either
         the Company or the Indemnitee in an action to determine the
         Indemnitee's rights to indemnification under these Bylaws.

                  For the purposes of this Article, an employee acting in his
         "Designated Professional Capacity" shall include, but not be limited
         to, a physician, nurse, psychologist or therapist, registered surveyor,
         registered engineer, registered architect, attorney, certified public
         accountant or other person who renders such professional services
         within the course and scope of his employment, who is licensed by
         appropriate regulatory authorities to practice such profession and who,
         while acting in the course of such employment, committed or is alleged
         to have committed any negligent acts, errors or omissions in rendering
         such professional services at the request of the Company or pursuant to
         his employment (including, without limitation, rendering written or
         oral opinions to third parties).

         Section 9. Notice. Any communication required or permitted to the
Company under this Article shall be addressed to the Secretary of the Company
and any such communication to the Indemnitee shall be addressed to his home
address unless he specifies otherwise and shall be personally delivered or
delivered by overnight mail or courier delivery.

         Section 10. Insurance and Self-Insurance Arrangements. The Company may
procure or maintain insurance or other similar arrangements, at its expense, to
protect itself and any Indemnitee against any expense, liability or loss
asserted against or incurred by such person, incurred by him in such a capacity
or arising out of his Corporate Status as such a person, whether or not the
Company would have the power to indemnify such person against such expense or
liability. In considering the cost and availability of such insurance, the
Company (through the exercise of the business judgment of its directors and
officers) may, from time to time, purchase insurance which provides for any and
all of (a) deductibles, (b) limits on payments required to be made by the
insurer, or (c) coverage which may not be as comprehensive as that previously
included in insurance purchased by the Company. The purchase of insurance with
deductibles, limits on payments and coverage exclusions will be deemed to be in
the best interest of the Company but may not be in the best interest of certain
of the persons covered thereby. As to the Company, purchasing insurance with
deductibles, limits on payments, and coverage exclusions is similar to the
Company's practice of self-insurance in other areas. In order to protect the
Indemnitees who would otherwise be more fully or entirely covered under such
policies, the Company shall indemnify and hold each of them harmless as provided
in Section 1 or 2 of this Article, without regard to whether the Company would
otherwise be entitled to indemnify such officer or director under the other
provisions of this Article, or under any law, agreement, vote of shareholders or
directors or other arrangement, to the extent (i) of such deductibles, (ii) of
amounts exceeding payments required to be made by an insurer or (iii) that prior
policies of officer's and director's liability insurance held by the Company or
its predecessors would have provided for payment to such officer or director.
Notwithstanding the foregoing provision of this Section, no Indemnitee shall be
entitled to indemnification for the results of such person's conduct that is
intentionally adverse to the interests of the Company. This Section



                                 Page 19 of 21
<PAGE>   20


is authorized by Section 2.02-1(R) of the TBCA as in effect on May 1, 1996, and
further is intended to establish an arrangement of self-insurance pursuant to
sthat section.


                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

         Section 1. Offices. The principal office of the Company shall be
located in Houston, Texas, unless and until changed by resolution of the Board
of Directors. The Company may also have offices at such other places as the
Board of Directors may designate from time to time, or as the business of the
Company may require. The principal office and registered office may be, but need
not be, the same.

         Section 2. Resignations. Any director or officer may resign at any
time. Such resignations shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the Chairman of the Board, if there is one, the Chief Executive Officer, if
there is one, the President or the Secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so provided in the
resignation.

         Section 3. Seal. The Corporate Seal shall be circular in form, shall
have inscribed thereon the name of the Company and may be used by causing it or
a facsimile thereof to be impressed or affixed or otherwise reproduced.

         Section 4. Separability. If one or more of the provisions of these
Bylaws shall be held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision hereof and
these Bylaws shall be construed as if such invalid, illegal or unenforceable
provision or provisions had never been contained herein.


                                   ARTICLE VII

                               AMENDMENT OF BYLAWS

         Section 1. Vote Requirements. The Board of Directors shall have the
power to alter, amend or repeal the Bylaws or adopt new Bylaws by the
affirmative vote of at least 80% of all directors then in office at any regular
or special meeting of the Board of Directors, subject to repeal or change by the
affirmative vote of the holders of at least 80% of the voting power of all the
shares of the Company entitled to vote in the election of directors, voting
together as a single class.

         Section 2. Shareholder Proposals. No proposal by a shareholder made
pursuant to Section 1 of this Article VII may be voted upon at an annual meeting
of shareholders unless such shareholder shall have delivered or mailed in a
timely manner (as set forth in this Section 2) and in writing to the



                                 Page 20 of 21
<PAGE>   21


Secretary of the Company (a) notice of such proposal and the text of the
proposed alteration, amendment or repeal, (b) evidence reasonably satisfactory
to the Secretary of the Company, of such shareholder's status as such and of the
number of shares of each class of capital stock of the Company of which such
shareholder is the beneficial owner, (c) a list of the names and addresses of
other beneficial owners of shares of the capital stock of the Company, if any,
with whom such shareholder is acting in concert, and the number of shares of
each class of capital stock of the Company beneficially owned by each such
beneficial owner and (d) an opinion of counsel, which counsel and the form and
substance of which opinion shall be reasonably satisfactory to the Board of
Directors of the Company, to the effect that the Bylaws (if any) resulting from
the adoption of such proposal would not be in conflict with the Articles of
Incorporation of the Company or the laws of the State of Texas. To be timely in
connection with an annual meeting of shareholders, a shareholder's notice and
other aforesaid items shall be delivered to or mailed and received at the
principal executive offices of the Company not less than ninety nor more than
180 days prior to the date on which the immediately preceding year's annual
meeting of shareholders was held. In no event shall the public disclosure of an
adjournment of an annual meeting of shareholders commence a new time period for
the giving of a shareholder's notice as described above.

         Within thirty days after such shareholder shall have submitted the
aforesaid items, the Secretary or the Board of Directors of the Company shall
determine whether the items to be ruled upon by them are reasonably satisfactory
and shall notify such shareholder in writing of its determination. If such
shareholder fails to submit a required item in the form or within the time
indicated, or if the Secretary or the Board of Directors of the Company
determines that the items to be ruled upon by them are not reasonably
satisfactory, then such proposal by such shareholder may not be voted upon by
the shareholders of the Company at such annual meeting of shareholders. The
Chairman of the Meeting shall, if the facts warrant, determine and declare to
the meeting that a proposal by a shareholder of the Company made pursuant to
Section 1 of this Article VII was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and the defective proposal shall be disregarded. Beneficial
ownership shall be determined in accordance with Rule 13d-3 under the Exchange
Act.

         Nothing in this Section 2 shall be interpreted or construed to require
the inclusion of information about any such proposal in any proxy statement
distributed by, at the direction of, or on behalf of the Board of Directors or
the Company.

         No proposal by a shareholder made pursuant to Section 1 of this Article
VII shall be voted upon at a special meeting of shareholders unless such
proposal has been stated in the notice of such special meeting or shall
otherwise have been properly brought before the meeting by or at the direction
of the Chairman of the Meeting or the Board of Directors (or any duly authorized
committee thereof).



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