BYLAWS OF

                       PUBLIC SERVICE COMPANY OF OKLAHOMA




                                    ARTICLE I

                               STOCK AND TRANSFERS


SECTION 1. Each holder of fully paid stock shall be entitled to a certificate or
certificates of stock stating the number of shares owned by such stockholder.
All certificates of stock shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary and sealed with the seal, which
may be facsimile, of the Company and shall be countersigned by a Transfer Agent
appointed by the Board of Directors. All certificates of Preferred Stock shall
also be countersigned and registered by a Registrar, appointed by the Board of
Directors, and the signatures of the President or Vice President and the
Secretary or Assistant Secretary upon all such certificates of Preferred Stock
may be facsimiles, engraved or printed. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate of stock shall
cease to be such officer before such certificate is issued, such certificate may
be issued by the Company with the same effect as if such officer had not ceased
to be such at the date of its issue.

SECTION 2. The capital stock of the Company shall be divided into such classes,
with such respective designations, preferences and voting powers, restrictions
or qualifications thereof, as are or shall be from time to time stated and
expressed in the Articles of Incorporation of the Company, and amendments
thereto. No holder of shares of stock of any class of the Company shall have any
preemptive or preferential rights of subscription or purchase of any shares of
any class of stock of the Company, whether now or hereafter authorized, and any
and all shares of capital stock of any class of the Company, whether now or
hereafter authorized, may, in the discretion of the Board of Directors, be
offered and sold to the holders of any one or more classes of stock of the
Company to the exclusion of any other class or classes, or may be issued and
disposed of from time to time in such manner and to such persons, whether
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stockholders or not, and for such corporate purposes as may be determined by the
Company's  Board of Directors and without first being offered to stockholders.

SECTION 3. Shares of stock shall be transferable only on the books of the
Company, and, except as hereinafter provided, or as may be required by law, or
by order of court in a proper proceeding, shall be transferred only upon the
proper assignment and surrender of the certificates issued therefor. If an
outstanding certificate of stock shall be lost, destroyed or stolen, the holder
thereof may have a new certificate upon producing evidence, satisfactory to the
Board of Directors, of such loss, destruction or theft, and upon furnishing to
the Company a bond of indemnity, deemed sufficient by the Board of Directors, to
protect the Company against claims under the outstanding certificate.

SECTION 4. The Board of Directors shall have power to fix a time, not exceeding
sixty days preceding the date of any meeting of stockholders, or the date fixed
for the payment of any dividend or distribution or the date for the allotment of
rights or the date when any change or conversion or exchange of shares shall be
made or go into effect, as a record date for the determination of the
stockholders entitled to notice of and to vote at such meeting or entitled to
receive payments of any such dividend, distribution, or allotment of rights, or
to exercise rights in respect to any such change, conversion or exchange of
shares, and in such case only registered stockholders on the date so fixed shall
be entitled to receive notice of said meeting or to receive payment of such
dividend, distribution, or allotment of rights, or to exercise such rights of
change, conversion, or exchange of shares, as the case may be, notwithstanding
any transfer of any shares on the books of the Company after any record date
fixed as aforesaid; provided, however, that the stock transfer books of the
Company may be closed by order of the Board of Directors for a period not
exceeding sixty days for the purpose of holding a meeting of stockholders, or
paying a dividend, or for any other legal purpose, as the Board of Directors
shall deem advisable.

SECTION 5. If default shall be made in the prompt payment when due of any sum
payable to the Company upon any subscription for stock of the Company, and if
such default shall continue for a period of thirty days, then all right under
the subscription in and to the stock subscribed for shall, upon the expiration
of such period, cease and determine and become and be forfeited to the Company;
provided that if at the expiration of such thirty-day period such right shall
belong to the estate of the decedent, it may be forfeited only by resolution of
the Board of Directors declaring forfeiture. The Company shall, within thirty
days after such forfeiture, cause such stock to be sold at private or public

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sale, at its market value at the time of sale, and shall, out of the net
proceeds of sale and upon surrender of any outstanding stock subscription
receipt issued to evidence the subscription, pay to the recorded holder of such
receipt the amount paid on the subscription prior to forfeiture, less the
amount, if any, by which the total subscription price of the stock exceeded the
net proceeds of sale.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS


SECTION 1. The annual meeting of the stockholders shall be held usually on the
third Tuesday in April of each year. Each such annual meeting shall be held at
the hour of ten o'clock a.m., at the registered office of the Company, or on
such other date in April and at such other time and place, within or without the
state of Oklahoma, as shall have been designated by resolution of the Board of
Directors or by written consent of all stockholders entitled to vote at such
meeting, and at such annual meeting a Board of Directors shall be elected and
such other business may be transacted as may come before the meeting, provided
notice thereof, if required by statute, shall have been duly given.

SECTION 2. Special meetings of the stockholders may be called at any time by the
Chairman, if there shall be one, the President, the Board of Directors, or by
one or more stockholders holding not less than one-fourth of the outstanding
shares of Common Stock of the Company, or in such other manner as may be
provided by statute or by paragraph (7) of Article VI of the Articles of
Incorporation, as amended.

SECTION 3. Notice of the time and place of each annual or special meeting of
stockholders, shall be mailed to the address, as shown by the Company's records,
of each stockholder entitled to vote at such meeting not less than ten days
before the date of the meeting, except in cases where other special method of
notice may be required by statute, in which cases the statutory method shall be
followed. The notice of a special meeting shall state the purpose of the
meeting. Notice of any meeting of the stockholders may be waived by any
stockholder.


SECTION 4. Any meeting of the stockholders, whenever or however called and held,
shall be legal and its proceedings valid if all of the stockholders eligible

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under the Articles of Incorporation, as amended, and the Bylaws to vote upon
questions submitted at such meeting are present either in person or by proxy, or
if a quorum be present in person or by proxy and either before or after the
meeting each of the stockholders entitled to vote and who was not present in
person or by proxy at the meeting signs a written waiver of notice or a consent
to the holding of such meeting or any approval of the minutes thereof.

SECTION 5. At any stockholders' meeting, except as otherwise provided in
paragraph (7) of Article VI of the Articles of Incorporation, as amended, a
majority of the stock outstanding eligible under the Articles of Incorporation,
as amended, and the Bylaws to vote upon questions being submitted at such
meeting must be represented in order to constitute a quorum for the transaction
of business, but the stockholders represented at any meeting, though less than a
quorum, may adjourn the meeting to some other day or sine die.

SECTION 6. No notice of any adjourned meeting need be given to stockholders
unless the adjournment be for thirty days or more, in which case notice shall be
given as of an original meeting, provided, however, that at an adjourned meeting
no business may be transacted other than that which might have been transacted
at the original meeting unless notice thereof shall have been given as in the
case of an original meeting.

SECTION 7. At all meetings of stockholders each share of stock eligible under
the Articles of Incorporation, as amended, and the Bylaws to vote upon questions
being submitted at such meeting shall be entitled to such vote or votes as from
time to time shall be provided in the Article of Incorporation, as amended, and
such stock may be voted by the holder thereof in person or by his duly
authorized proxy in writing duly filed with the Secretary of the Company.

SECTION 8. The Chairman, if there shall be one, when present, or in his absence
the President of the Company, shall act as Chairman, and the Secretary of the
Company shall act as Secretary, of each stockholders' meeting.



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                                   ARTICLE III

                               BOARD OF DIRECTORS


SECTION 1. The number of directors of the Company shall be such number, not less
than eight nor more than fifteen, as the Board shall by resolution determine
from to time. Except as otherwise provided in paragraph (7) of Article VI of the
Articles of Incorporation, as amended, the directors shall be elected at each
annual meeting of stockholders except that a majority of the directors at the
time in office, including any director who shall have resigned from the Board
effective at a future date, though less than a quorum, may fill any vacancy
occurring on the Board of Directors or any newly created directorship. Each
director shall hold office until the next succeeding annual meeting of the
stockholders and until his successor shall have been elected and qualified, or
until his earlier resignation or removal. The term of a director employed by the
Company (other than the Chief Executive Officer upon retirement) shall expire
concurrently with the termination of such employment.

SECTION 2. From and after October 28, 1987, the Board of Directors shall not
elect as a director or propose for election by the stockholders as a director,
(a) any person who has attained the age of seventy (70) or who will have
attained that age on or before the date of his election by the Board or proposed
election by the stockholders, or (b) any employee of the Company (other than a
past or present Chief Executive Officer of the Company) whose service as such
employee has terminated or will in normal course terminate on or before the date
of his election by the Board or proposed election by the stockholders; excepting
that any present member of the Board of Directors who has attained the age of
seventy (70) by October 28, 1987 may, at the President's discretion, remain on
the Board under the provisions of the Bylaws in effect prior to this Amendment.

SECTION 3. The Board of Directors by resolution may confer upon any former
director the honorary title of Director Emeritus. The designation and number of
directors emeriti shall be within the discretion of the Board. Directors emeriti
shall not be members of the Board of Directors, nor counted toward a quorum
thereof, but shall have the privilege of attending, without vote, the meetings
of the Board. Directors emeriti shall receive no compensation, but may be
reimbursed for necessary expenses in the manner and amount as if directors.
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SECTION 4. A regular meeting of the Board of Directors shall be held immediately
after the annual meeting of stockholders in each year and at the same place
where such annual meeting shall have been held, provided a quorum for such
meeting be obtained. A regular meeting of the Board of Directors shall also be
held quarterly thereafter, usually on the third Tuesday of January, April, July
and October at the registered office of the Company, or when directed by the
Chairman, if there shall be one, the President or the Board of Directors, at
such other place within or without the state of Oklahoma as may be specified in
the notice of the meeting. Written notice of each regular meeting stating the
time and place and, if required by statute or the Bylaws, the purpose of such
meeting shall be mailed, or telegraphed, at least one week before the date of
such meeting to each director, unless such notice shall be waived by any
director, in writing, either before or after such meeting.

SECTION 5. Special meetings of the Board of Directors may be called at any time
by the Chairman, if there shall be one, by the President, by a Vice President
when acting as President, or by any two or more directors, by mailing to each
director, not less than one week before such meeting, a written notice stating
the time, place and purpose of such meeting, unless such notice shall be waived
by any director, in writing, either before or after such special meeting.
Special meetings of the Board of Directors may be held at any time at the
registered office of the Company, or at any other place within or without the
state of Oklahoma.

SECTION 6. Notice of any meeting of the Board of Directors may be waived by any
director, in writing, either before or after the meeting; and any director, by
his attendance at any meeting, shall be deemed to have waived such notice.

SECTION 7. Five members of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors, but a less
number may adjourn the meeting to some other day or sine die. The acts of a
majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board of Directors. The Chairman, if there shall be
one, or in his absence the President of the Company, shall act as Chairman of
the meeting; and the Secretary of the Company shall act as Secretary of the
meeting. In the absence of both the Chairman and the President of the Company,
the Board of Directors shall elect a Chairman of the meeting. In the absence of
the Secretary, an Assistant Secretary of the Company shall serve as secretary of
the meeting. In their absence, the directors shall elect a secretary of the
meeting. The members of the Board of Directors may be paid such fees for

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attendance at meetings as the Board of Directors from time to time by resolution
may determine.

SECTION 8. The order of business at meetings of the Board of Directors shall,
unless otherwise ordered by the Board of Directors, be as follows:

     1.   Reading and  consideration  of the minutes of
          the preceding meeting.

     2.   Reading  of the  minutes of  meetings  of the
          Executive  Committee,  if any, held since the
          last meeting of the Board of Directors.

     3.   Report of other committees, if any.

     4.   Reports from  officers or other  employees of
          the Company.

     5.   Consideration  of any other  business  of the
          Company.



                                   ARTICLE IV

                                   COMMITTEES


SECTION 1. The Board of Directors, by resolution adopted by a majority of the
entire Board, may appoint an Executive Committee consisting of four or more
directors, including the Chairman, if there shall be one, and the President of
the Company. Any three directors on the Executive Committee shall be required
for a quorum. The Executive Committee may be discontinued at any time by
resolution adopted by a majority of the entire Board of Directors; but, after
its creation and until it is discontinued, the members of the Executive
Committee shall be appointed annually, by resolution adopted by a majority of
the entire Board of Directors at the first meeting of the Board after the annual
meeting of stockholders in each year. Vacancies in the Executive Committee shall
be filled by resolution adopted by a majority of the entire Board of Directors.
During the intervals between meetings of the Board of Directors, the Executive
Committee shall have and may exercise all the powers of the Board of Directors
in the management of the business and affairs of the Company except as to
matters in respect of which specific directions shall have been given by the
Board of Directors. All actions of the Executive Committee shall be recorded by

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the Secretary of the Company and be reported to the Board of Directors at its
regular meetings.

SECTION 2. The Board of Directors may appoint other committees, standing or
special, from time to time from among their own number, or otherwise, and confer
powers on such committees, and revoke such powers and terminate the existence of
such committees, at its pleasure.

SECTION 3. Meetings of any committee may be called in such manner and may be
held at such times and places as such committee may by resolution determine,
provided that a meeting of any committee may be called at any time by the
Chairman, if there shall be one, or by the President of the Company. Not less
than one day's notice of all meetings of the Executive Committee shall be given
to each member of the committee personally, in writing, or by mail, or by
telegraph, but no notice shall be necessary where a meeting is held with the
consent of all the members of the committee. Members of all committees shall be
paid such fees for attendance at meetings as the Board of Directors may
determine.



                                    ARTICLE V

                                    OFFICERS


SECTION 1. There shall be elected by the Board of Directors, at its first
meeting (if practicable) held after the annual election of directors in each
year, a President, a Secretary, a Treasurer, a Controller, and, if desired, one
or more Assistant Secretaries, Assistant Treasurers, and Assistant Controllers.
The Board of Directors also may provide for and elect at any time, a Chairman, a
General Manager, one or more Vice Presidents, and such other officers, and
prescribe such duties for them, respectively, as in the judgment of the Board of
Directors may be required from time to time to conduct the business of the
Corporation. Any two or more offices, except the offices of President and Vice
President, President and Secretary, President and General Manager, and Chairman
and any other office, may be held by the same person. All officers elected by
the Board of Directors shall hold their respective offices, unless sooner
terminated, until the first meeting of the Board of Directors held after the
next ensuing annual election of directors and until their respective successors,
willing to serve, shall have been duly elected and qualified. Any of such
officers may be removed from their respective offices at the pleasure of the
Board.
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SECTION 2. The Chairman of the Board shall, at his discretion, preside at all
meetings of the stockholders and at all meetings of the Board of Directors. In
the absence of the Chairman of the Board, the President shall preside at the
meetings of the Board of Directors. He shall also have and may exercise such
further powers and duties as from time to time may be conferred upon or assigned
to him by the Board of Directors.

SECTION 3. The President shall be the Chief Executive Officer of the Company and
shall have general authority over all of the business and affairs of the Company
and over all other officers, agents and employees of the Company. When the
Chairman of the Board is not present, he shall preside at all meetings of the
stockholders, and of the Board of Directors. He shall be a member of the
Executive Committee, if there shall be one, and shall be ex officio a member of
any other committee appointed by the Board of Directors. He shall preside at all
meetings of the Executive Committee, if there shall be one. He shall have
general and active management of the business and affairs of the Company, and
full authority and responsibility with respect to making effective all
resolutions of the Board of Directors. He shall execute bonds, mortgages,
contracts and other instruments requiring the seal of the Company to be affixed,
except where required or permitted by law to be otherwise signed and executed,
and except where such duties shall be expressly delegated by him or the Board of
Directors to some other officer or agent of the Company. He shall have authority
when neither the Board of Directors nor the Executive Committee is in session to
suspend the authority of any other officer or officers of the Company, subject,
however, to the pleasure of the Board of Directors or of the Executive Committee
at its next meeting, and authority to appoint and to remove and discharge any
and all agents and employees of the Company not elected or appointed directly by
the Board of Directors. He shall also have such other powers and duties as may
at any time be prescribed by these Bylaws or by the Board of Directors.

SECTION 4. The General Manager, if one is elected by the Board of Directors,
shall have such powers and duties as may from time to time be prescribed by the
Board of Directors. In case the President, due to absence or any other cause,
shall be unable at any time to attend to the duties of the office of President
requiring attention, or in the case of his death, resignation, or removal from
office, the powers and duties of the President shall, except as the Board of
Directors may otherwise provide, temporarily devolve upon the General Manager,
and shall be exercised by such General Manager as acting President during such
inability of the President, or until the vacancy in the office of the President
shall be filled. In case of the absence, disability, death, resignation, or

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removal from office of the President and the General Manager, the Board of
Directors shall elect one of its members to exercise the powers and duties of
the President during such absence or disability, or until the vacancy in one of
said offices shall be filled.

SECTION 5. The Vice President, if one is elected by the Board of Directors, or
Vice Presidents, if more than one is elected by the Board of Directors, shall
have such powers and duties as may from time to time be prescribed by the Board
of Directors.

SECTION 6. The Secretary shall attend all meetings of the stockholders, the
Board of Directors and the Executive Committee, shall keep a true and faithful
record thereof, and shall have the custody and care of the corporate seal,
minute books and stock books of the Company. Except as may be otherwise required
by law, the Secretary shall sign and issue all notices required for meetings of
stockholders, the Board of Directors and the Executive Committee. Whenever
requested by the requisite number of stockholders or directors, the Secretary
shall give notice, in the name of the stockholders or directors making the
request, of a meeting of the stockholders, the Board of Directors or the
Executive Committee, as the case may be. The Secretary shall sign all documents
and papers to which the signature of the Secretary may be necessary or
appropriate, shall affix and attest the seal of the Company to all instruments
requiring the seal, and shall have such other powers and duties as are commonly
incidental to the office of secretary of a corporation or as may be prescribed
by the Board of Directors or the Chief Executive Officer.

SECTION 7. The Treasurer shall have charge of and be responsible for the
collection, receipt, custody and disbursement of the funds of the Company, and
shall deposit its funds in the name of the Company in such banks, trust
companies or other depositories as the Board of Directors may authorize. Such
funds shall be subject to withdrawal only in such manner as may be designated
from time to time by resolution of the Board of Directors. The Treasurer shall
have the custody of such books and papers as in the practical business
operations of the Company shall be convenient or as shall be placed in the
Treasurer's custody by order of the Board of Directors. The Treasurer shall have
such other powers and duties as are commonly incidental to the office of
treasurer of a corporation or as may be prescribed by the Board of Directors,
the Chief Executive Officer or the Chief Financial Officer. Securities owned by
the Company shall be in the custody of the Treasurer or of such other officers,
agents or depositories as may be designated by the Board of Directors. The
Treasurer may be required to give bond to the Company for the faithful discharge

<PAGE>

of the treasurer's duties in such form and in such amount and with such surety
as shall be determined by the Board of Directors.

SECTION 8. The Controller shall be responsible for the preparation, installation
and supervision of all accounting records of the Company, preparation and
interpretation of the financial statements and reports of the Company,
maintenance of appropriate and adequate records of authorized appropriations,
determination that all sums expended pursuant to such appropriations are
properly accounted for, and ascertainment that all financial transactions are
properly executed and recorded, and shall have such specific powers and duties
as shall be delegated by the Board of Directors, the Chief Executive Officer or
the Chief Financial Officer. The Controller may be required to give bond to the
Company for the faithful discharge of the duties of the controller in such form
and in such amount and with such surety as shall be determined by the Board of
Directors.

SECTION 9. Assistant officers, if any, shall assist the principal officers in
the performance of the duties assigned to such principal officers, and in so
doing each shall have the powers of their respective principal officers. In case
of the absence, disability, death, resignation or removal from office of any of
such principal officers, their duties shall, except as otherwise ordered by the
Board of Directors, temporarily evolve upon such assistant officer as shall be
designated by the Chief Executive Officer. Such assistant officers shall also
perform such other duties as may be assigned to them from time to time by their
respective principal officers, by the Chief Executive Officer or by the Board of
Directors.


                                   ARTICLE VI

                                  MISCELLANEOUS


SECTION 1. The corporate seal of the Company shall have inscribed thereon the
name of the Company, between concentric circles, and the word "SEAL". Such seal
may be used by the Company by causing it, or a FACSIMILE thereof, to be
imprinted, impressed or affixed or in any other manner reproduced.

SECTION 2. The funds of the Company shall be deposited to its credit in such
banks or trust companies as the Board of Directors from time to time shall
designate and shall be withdrawn only on checks or drafts of the Company for the
purposes of the Company. All checks, drafts, notes, acceptances and endorsements

<PAGE>

of the Company shall be signed in such manner and by such officer or officers or
such individual or individuals as the Board of Directors from time to time by
resolution shall determine. If and to the extent so authorized by the Board of
Directors, such signature or signatures may be facsimile. Only checks, drafts,
notes, acceptances and endorsements signed in accordance with such resolution or
resolutions shall be the valid checks, drafts, notes, acceptances or
endorsements of the Company.

SECTION 3. No debt shall be contracted, for other than current expenses, unless
authorized by the Board of Directors or the Chairman, and no bill shall be paid
by the Treasurer unless previously certified by the head of the department in
which it originated and the Treasurer is otherwise satisfied as to its propriety
and accuracy. If the Treasurer is not so satisfied, the authority of the
Chairman shall be secured before payment.

SECTION 4. All dividends shall be declared by a vote of the Board of Directors.

SECTION 5. The fiscal year of the company shall close at the end of December
annually.

SECTION 6. (a) The Corporation shall indemnify any person 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 person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and is not determined by the Board to have been
guilty of misconduct in the performance of his or her duty to the Corporation.
Provided, however, that no person shall be indemnified for amounts paid in
settlement, unless the terms and conditions of such settlement have been
consented to by the Corporation. And further provided that with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
that his or her conduct was unlawful. 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 the
person did not act in good faith and in a manner which he or she reasonably

<PAGE>

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 such conduct was unlawful; provided, however, that no indemnity
prohibited by law shall be made.

(b) The Corporation shall indemnify any person who was or 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 person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation. Provided that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for misconduct in the
performance of his or her duty to the Corporation unless and only to the extent
that the District Court 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 person is fairly and
reasonably entitled to indemnity for such expenses which the District Court or
such other court shall deem proper; and further provided that no indemnity
prohibited by law shall be made.

(c) The Corporation may indemnify, to the same extent as hereinabove provided,
any person who is or was an employee or agent of the Corporation or is or was
serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Any
indemnification under this Subsection (c) shall be made only upon the
authorization of the Board of Directors, which may occur at any time prior to,
during, or after final judgment or order, in any action, suit or proceeding to
which such person is or is threatened to be made a party. No right to such
indemnification is created by this Subsection (c).

(d) Any indemnification under Subsections (a), (b) and (c) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Subsections (a) and (b). Such determination

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shall be made (i) by the Board of Directors by majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if obtainable, by
independent legal counsel in a written opinion, if a quorum of disinterested
directors so directs, or (iii) by the stockholders.

(e) Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of such director, or officer, to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the Corporation as
authorized in this Section. Such expenses incurred by other employees and agents
with respect to which indemnification is claimed hereunder may also be advanced
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

(f) The Corporation may, as authorized by the Board of Directors, purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of this status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of this Section.

(g) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions of this Section or the laws of
the state of Oklahoma, in the event any claim for indemnification against such
liabilities (other than for the payment by the Corporation of expenses,
including attorneys' fees, actually and reasonably incurred by a director,
officer or controlling person of the Corporation in the successful defense of
any action, suit or proceeding) is asserted against the Corporation by such
director, officer or controlling person in connection with the registration of
any security under the Securities Act of 1933, the Corporation will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Corporation is against public policy as expressed by the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>


                                   ARTICLE VII


Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority on behalf of the Company, either in person or by proxy,
at any meeting of stockholders of any corporation in which the Company may hold
Stock and, at any such meeting, may possess and exercise all the rights and
powers incident to the ownership of such Stock which, as the owner thereof, the
Company might have possessed or exercised, if present.


                                  ARTICLE VIII

                          AMENDMENT OR REPEAL OF BYLAWS


The Bylaws may be altered or repealed or new Bylaws may be adopted (a) by a vote
of the holders of a majority of the Common Stock present in person or by proxy
at any regular or special meeting, duly convened after notice to the common
stockholders setting out the purpose of such meeting, at which meeting a
majority of the outstanding Common Stock is represented; or (b) by a majority
vote of the entire Board of Directors at any regular or special meeting duly
convened after notice of the purpose of such meeting, subject to the power of
the stockholders to alter or repeal such Bylaws; provided that the Board of
Directors shall not adopt, alter or repeal any Bylaw fixing the number,
qualifications, classifications or terms of office of the directors, or any of
them.



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