Exhibit
3.1




























BYLAWS





OF





CLECO
CORPORATION





(Revised
July 25, 2008)




























ARTICLE
      I
            Registered
      Office; Registered Agents; Corporate Seal
            1Section 1.
            Registered Office and
      Registered Agent(s)
            1Section 2.
            Corporate
      Seal
            1ARTICLE
      II
            Shareholders
            1Section 1.
            Place of Holding
      Meetings
            1Section 2.
            Quorum: Adjournment of
      Meetings
            1(a)
            General
      Rule
            1(b)
            Special
      Rule
            1(c)
            Adjournments
            2Section 3.
            Annual
      Meeting
            2Section 4.
            Special
      Meeting
            2Section 5.
            Conduct of
      Meetings
            3Section 6.
            Voting
            4Section 7.
            Notice
            5Section 8.
            Amendment of Articles
      of Incorporation
            6(a)
            Shareholders
      Proposals
            6(b)
            Effectiveness
            7Section 9.
            Effectiveness of Other
      Amendments to Articles of Incorporation
            7ARTICLE
      III
            Directors
            8Section 1.
            Certain General
      Provisions
            8(a)
            Number
            8(b)
            Classifications
            8(c)
            Nominations
            8(d)
            Qualifications;
      Declaration of Vacancy
            9(e)
            Removal
            11(f)
            Powers
            12(g)
            Change in Number of
      Directors
            12(h)
            Rights of Preferred
      Shareholders, etc.
            12Section 2.
            Filling of
      Vacancies
            12Section 3.
            Annual and Regular
      Meetings
            13Section 4.
            Special
      Meetings
            13Section 5.
            Place of Meetings;
      Telephone Meetings
            13Section 6.
            Quorum
            13Section 7.
            Compensation
            14Section 8.
            Committees
            14ARTICLE
      IV
            Indemnification
            14











Section 1.
            Right to
      Indemnification – General
            14Section 2.
            Certain Provisions
      Respecting Indemnification for and Advancement of
      Expenses
            14Section 3.
            Procedure for
      Determination of Entitlement to Indemnification
            15Section 4.
            Presumptions and
      Effect of Certain Proceedings
            16Section 5.
            Right of Claimant to
      Bring Suit
            17Section 6.
            Non-Exclusivity and
      Survival of Rights
            17Section 7.
            Definitions
            18ARTICLE
      V
            Executive
      Committee
            19Section 1.
            Election and
      Tenure
            19Section 2.
            Executive
      Committee
            19Section 3.
            Meetings
            19Section 4.
            Compensation
            20ARTICLE
      VI
            Audit
      Committee
            20Section 1.
            Election and
      Tenure
            20Section 2.
            Audit
      Committee
            20Section 3.
            Meetings
            20Section 4.
            Compensation
            20ARTICLE
      VII
            Compensation
      Committee
            20Section 1.
            Election and
      Tenure
            20Section 2.
            Compensation
      Committee
            20Section 3.
            Meetings
            21Section 4.
            Compensation
            21ARTICLE
      VII.A.
            Nominating/Governance
      Committee
            21Section 1.
            Election and
      Tenure
            21Section 2.
            Nominating /
      Governance Committee
            21Section 3.
            Meetings
            21Section 4.
            Compensation
            21ARTICLE
      VIII
            Officers
            22Section 1.
            Election, Tenure, and
      Compensation
            22Section 2.
            Powers and Duties of
      Chairman of Board of Directors
            22Section 3.
            Powers and Duties of
      President
            22Section 4.
            Powers and Duties of
      Vice President
            22Section 5.
            Powers and Duties of
      Secretary
            22Section 6.
            Powers and Duties of
      Treasurer
            23Section 7.
            Delegation of
      Duties
            23











ARTICLE
      IX
            Capital
      Stock
            23Section 1.
            Stock
      Certificates
            23Section 2.
            Lost or Destroyed
      Certificates
            24Section 3.
            Transfer of
      Shares
            24Section 4.
            Dividends
            24Section 5.
            Closing Transfer
      Books; Fixing Record Date
            24ARTICLE
      X
            Fair-Price
      Provisions
            24Section 1.
            Definitions
            24Section 2.
            Vote Required in
      Business Combinations
            28Section 3.
            When Voting
      Requirements Not Applicable
            28(a)
            Definitions
            28(b)
            Conditions
            29(c)
            Other
      Provisions
            31ARTICLES
      XI
            Notices
            32Section 1.
            Manner of Giving
      Notice
            32Section 2.
            Waiver of
      Notice
            32ARTICLE
      XII
            Miscellaneous
            32Section 1.
            Fiscal
      Year
            32Section 2.
            Checks and
      Drafts
            32Section 3.
            Books and
      Records
            32Section 4.
            Separability
            32ARTICLE
      XIII
            Amendment
      of Bylaws
            33Section 1.
            Voting
            33Section 2.
            Shareholder
      Proposals
            33Section 3.
            Effective
      Date
            33ARTICLE
      XIV
            Other
      Amendments to Bylaws
            34Section 1.
            Effective
      Date
            34ARTICLE
      XV
            Control
      Share Acquisition Statute
            34Section 1.
            
            34











BYLAWS





OF





CLECO
CORPORATION








ARTICLE
I




Registered
Office; Registered Agents; Corporate Seal




Section
1.                      Registered Office and
Registered Agent(s).  The registered office of the Corporation
is 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226, and its registered
agents are the president and chief executive officer of the Corporation, the
general counsel, and the manager of insurance and claims of the Corporation,
post office address 2030 Donahue Ferry Road, Pineville, Louisiana
71360-5226.  The Corporation may also have offices at such other
places as the board of directors, the chief executive officer or the president
may from time to time designate.





Section
2.                      Corporate
Seal.  The corporate seal of the Corporation shall be circular
in form and have inscribed on its periphery the words “Cleco Corporation 1999"
and in its center the words “Corporate”, “Seal” and “Louisiana.”





ARTICLE
II




Shareholders





Section
1.                      
Place of Holding
Meetings.   All meetings of the shareholders shall be
held  at the principal office of the Corporation in the City of
Pineville, State of Louisiana, except in cases in which the notices thereof
designate some other place, which may be within or without the State of
Louisiana.





Section
2.                      
Quorum; Adjournment of
Meetings.





(a)           General
Rule.   Except as otherwise provided in these bylaws, the
presence in person or by proxy at a meeting of shareholders of the holders of
record of a number of the shares of the capital stock of the Corporation issued
and outstanding and entitled to vote thereat that represents a majority of the
votes entitled to be cast thereat shall constitute a quorum at such
meeting.





(b)           Special
Rule.   At a meeting of shareholders at least one purpose
of which is to amend or repeal a provision of or to supplement these bylaws or
the articles of incorporation of the Corporation or to act on a merger,
consolidation, reclassification, repurchase, or exchange of securities, transfer
of all or substantially all of the assets of the Corporation, dissolution,
“business combination” as defined in article X of these bylaws, or similar
transaction, a quorum shall for all purposes consist of the presence in person
or by proxy at such meeting of the holders of the











number of
the shares of the capital stock of the Corporation issued and outstanding and
entitled to vote thereat that represents 80% of the votes entitled to be cast
thereat.  At a meeting described in the preceding sentence, the quorum
for any class of shares entitled to vote as a class shall be the holders of the
number of shares of such class that represents 80% of the votes entitled to be
cast by all holders of all shares of such class. Notwithstanding the foregoing,
if the change in the articles of incorporation or bylaws, merger, consolidation,
reclassification, repurchase, or exchange of securities, transfer of all or
substantially all of the assets of the Corporation,  dissolution,
“business combination” as defined in article X of these bylaws, or similar
transaction in question shall have been approved, before submission of a
proposal relating thereto to a vote of shareholders, by at least 80% of the
“continuing directors” (hereinafter defined) of the Corporation, then, instead
of subsection (b), subsection (a) of this section 2 shall determine the quorum
at the meeting of shareholders at which such proposal is considered by
shareholders.  For purposes of the preceding, a “continuing director”
shall mean a director elected pursuant to a solicitation of proxies by the board
of directors of the Corporation at an annual meeting of shareholders held at
least 90 days before the date of determination and who has served continuously
since such election, or a director elected by continuing directors to fill a
vacancy.





(c)           Adjournments.  If
less than a quorum shall be in attendance at the time for which a meeting shall
have been called, such meeting may, without any notice other than by
announcement at such meeting, be adjourned from time to time by the vote of the
shareholders present in person or by proxy representing a majority of the votes
so present, for a period not exceeding one month at any one time, without notice
other than by announcement at the meeting, until a quorum shall attend;
provided, however, that a meeting at which a director or directors are to be
elected shall be adjourned only from day to day until such director or directors
have been elected.  A meeting at which a quorum is present may also be
adjourned in like manner.  At an adjourned meeting at which a quorum
shall attend, any business may be transacted which might have been transacted if
such meeting had been held as originally called.





Section
3.                      Annual
Meeting.  Except as
otherwise provided by resolution of the board of directors, the annual meeting
of shareholders for the election of directors shall be held on the third Friday
after the first Monday in April of each year.  At each annual meeting,
the shareholders shall elect directors to succeed those whose terms have expired
as of the date of such annual meeting.  Such other matters as may
properly come before a meeting may be acted upon at an annual
meeting.





Section
4.                      Special
Meeting.





(a)           Special
meetings of the shareholders for any purpose or purposes may be called by the
chief executive officer or president, by a majority of the board of directors,
or by a majority of the executive committee, if any, of the board of directors;
provided, however, that if and whenever dividends payable on any series of the
Corporation’s preferred stock shall be in default in an amount equal to the
aggregate dividends payable in any period of 12 consecutive calendar months, a
special meeting shall be called on the demand in writing of the holders of
record of a majority of the outstanding shares of preferred stock; and, provided
further, that a special meeting of shareholders may be called by a shareholder
or shareholders as provided in the Corporation’s articles of incorporation,
these bylaws, or otherwise by law.












(b)           Any
shareholder requesting that a special meeting of shareholders be called (the
“Requesting Person”) shall, at the time of making the request, submit written
evidence, reasonably satisfactory to the secretary of the Corporation, that the
Requesting Person is a shareholder of the Corporation and shall identify in
writing (i) the reason or reasons for which the special meeting is to be called,
(ii) the number of shares of each class of capital stock of the Corporation
owned beneficially by the Requesting Person, (iii) all other persons with whom
the Requesting Person is acting in concert, and (iv) the number of shares of
capital stock beneficially owned by each such person with whom the Requesting
Person is acting in concert.  Within 15 days after the Requesting
Person has submitted the aforesaid items to the secretary of the Corporation,
the secretary of the Corporation shall determine whether the evidence of the
Requesting Person’s status as a shareholder submitted by the Requesting Person
is reasonably satisfactory and shall notify the Requesting Person in writing of
his determination.  If the Requesting Person fails to submit the
requisite information in the form or at the time indicated, or if the secretary
of the Corporation fails to find such evidence of shareholder status reasonably
satisfactory, then the request to call a special meeting of shareholders shall
be deemed invalid (by reason of failure to comply with these bylaws) and no
special meeting of shareholders shall be held pursuant to such
request.  Beneficial ownership shall be determined in accordance with
section 1 of article X of these bylaws.  Nothing in this subsection
(b) shall affect the rights of the Corporation’s shareholders as provided in
section 3(b) of article 6 of the Corporation’s articles of incorporation or as
provided in subsection (a) immediately preceding with respect to the rights of
the Corporation’s preferred shareholders.





Section
5.                      Conduct of
Meetings.  Meetings of shareholders shall be presided over by
the chief executive officer or president of the Corporation or, if the chief
executive officer or president is 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 Corporation present at
the meeting.  The secretary of the Corporation, 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 presiding officer (the “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 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)           The
Chairman of the Meeting may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting.





(b)           A
resolution or motion shall be considered for vote only if proposed by a
shareholder or duly authorized proxy, and seconded by an individual, who is a
shareholder or a duly authorized proxy, other than the individual who proposed
the resolution or motion, subject to compliance with any other requirements
concerning such a proposed resolution or motion contained in these
bylaws.  The Chairman of the Meeting may propose any motion for
vote.  The order of business at all meetings of shareholders shall be
determined by the Chairman of the Meeting.











(c)           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 at the meeting taken up by the remarks or questions
of any shareholder, limits on the numbers of questions per shareholder, and
limits as to the subject matter and timing of questions and remarks by
shareholders.





(d)           Before
any meetings of shareholders, the board of directors may appoint any 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
shareholders. The number of 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 these inspectors shall be as follows:





(1)           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;





(2)           Receive
votes or ballots;





(3)           Hear
and determine all challenges and questions in any way arising in connection with
the right to vote;





(4)           Count
and tabulate all votes;





(5)           Report
to the board of directors the results based on the information assembled by the
inspectors; and





(6)  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 any election or other
matter acted upon at a meeting of shareholders shall be made by the board of
directors.





Section
6.                      Voting.  Except
as otherwise provided by the articles of incorporation, each holder of shares of
capital stock of the Corporation shall be entitled, at each meeting of
shareholders, to one vote for each share of such stock standing in his name on
the books of the corporation on the date of such meeting or, if the board of
directors, pursuant to section 5 of article IX of these bylaws, shall have fixed
a record date for the purpose of such meeting or shall have fixed a date as of
which the books of the Corporation shall be temporarily closed against transfers
of shares, then as of such date; except that in the election of directors of the
Corporation, each holder of shares of common stock of the Corporation shall have
the right to multiply the number of votes to which he may be entitled by the
number of directors to be elected, and he may cast all such votes for one
candidate or he may distribute them among any two or more
candidates.  A shareholder may vote either in person or by proxy
appointed by an instrument in writing,













subscribed
by such shareholder or by his duly authorized attorney.  Except as
otherwise provided by law, the articles of incorporation, or these bylaws, all
elections shall be had and all questions shall be decided by a majority of the
votes cast at a duly constituted meeting at which a quorum is
present.





Section
7.                      Notice.





(a)           Unless
otherwise provided by the articles of incorporation, written or printed notice,
stating the place, day, and hour of each meeting of shareholders, and, in the
case of a special meeting, the business proposed to be transacted thereat, shall
be given in the manner provided in article XI of these bylaws to each
shareholder entitled to vote at such meeting, at least 15 days before an annual
meeting and at least five days before a special meeting.





(b)           Except
as provided in subsection (c) of this section, to be properly brought before any
meeting of the shareholders, business must be either (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors pursuant to subsection (a) of this section 7, (ii) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (iii) otherwise properly brought before the meeting by a
shareholder.  In addition to any other applicable requirements,
including (without limitation) requirements imposed by federal securities laws
pertaining to proxies, for business to be properly brought before any meeting by
a shareholder, the shareholder must have given timely notice thereof in writing
to the secretary of the Corporation.  To be timely, a shareholder’s
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation at least 120 days prior to the meeting; provided,
however, that in the event that less than 135 days’ notice or prior public
disclosure of the date of any meeting of shareholders is given or made to
shareholders by the Corporation, notice by the shareholder to be timely must be
so received not later than the close of business of the 15th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs.  A shareholder’s notice
to the secretary of the Corporation shall set forth in writing as to each matter
the shareholder proposes to bring before any meeting of the shareholders (i) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (ii) the name and
record address of the shareholder proposing such business, (iii) the name of all
other persons with whom the shareholder is acting in concert,
(iv)  the class and number of shares of the Corporation which are
beneficially owned by the shareholder, (v) the class and number of shares of the
Corporation which are beneficially owned by each such person with whom the
shareholder is acting in concert, and (vi) any material interest of the
shareholder, or any such person with whom the shareholder is acting in concert,
in such business.  Beneficial ownership shall be determined in
accordance with section 1 of article X of these bylaws.





Except as provided in subsection (c) of
this section 7, notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at any meeting of the shareholders except in
accordance with the procedures set forth in this section 7 of article II,
provided, however, that nothing in this section 7 of article II shall be deemed
to preclude discussion by any shareholder as to any business properly brought
before any meeting of the shareholders.








The Chairman of the Meeting shall, if
the facts warrant, determine and declare at any meeting of the shareholders that
business was not properly brought before the meeting of shareholders in
accordance with the provisions of this section 7 of article II, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.  A
determination whether a matter is or is not properly before the meeting shall
not depend on whether such proposal has been or will be included in any proxy
statement delivered or to be delivered to the Corporation’s
shareholders.





Nothing in this subsection (b) shall
affect the rights of the Corporation’s shareholders as provided in section 3(b)
of article 6 of the Corporation’s articles of incorporation or as provided in
subsection (a) of section 4 of article II of these bylaws with respect to the
rights of the Corporation’s preferred shareholders.





(c)           Nothing
in subsection (b) of this section 7 shall apply to the following provisions of
these bylaws or any proposal by a shareholder or shareholders with respect to
any matter governed by any of the following provisions:





Article II, section 8(a);


Article III, section 1(c);


Article III, section 1(e);
and


Article XIII, section 2.





Section
8.                      Amendment of Articles of
Incorporation.





(a)           Shareholder
Proposals.  No proposal by a shareholder to amend or supplement
the articles of incorporation of the Corporation shall be voted upon at a
meeting of shareholders unless, at least 180 days before such meeting of
shareholders, such shareholder shall have delivered in writing to the secretary
of the Corporation (i) notice of such proposal and the text of such amendment or
supplement, (ii) evidence, reasonably satisfactory to the secretary of the
Corporation, of such shareholder’s status as such and of the number of shares of
each class of the capital stock of the Corporation beneficially owned by such
shareholder, (iii) a list of the names of other beneficial owners of shares of
the capital stock of the Corporation, 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 Corporation beneficially owned by each such beneficial owner, and
(iv) 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
Corporation, to the effect that the articles of incorporation of the
Corporation, as proposed to be so amended or supplemented, would not be in
conflict with the laws of the State of Louisiana.  Within 30 days
after such shareholder shall have delivered the aforesaid items to the secretary
of the Corporation, the secretary and the board of directors of the Corporation
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 Corporation 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 Corporation at such
meeting of shareholders.











Beneficial
ownership shall be determined in accordance with section 1 of article X of these
bylaws.





(b)           Effectiveness.   No
provision amending or supplementing, or purporting to amend or supplement, the
articles of incorporation of the Corporation that would have an effect, direct
or indirect, on any of the following items may be included in articles of
amendment signed by any officer, agent or representative of the Corporation on
behalf of the Corporation or delivered to the Secretary of State of Louisiana
for filing of record until the later of (i) one year following the adoption by
the shareholders of such amendment or supplement or (ii) 10 days after the
adjournment sine die of the annual meeting of shareholders next succeeding the
adoption by the shareholders of the Corporation of such amendment or
supplement:





(1)           quorum
at a regular or special meeting of shareholders;





(2)           procedures
for amendment of the articles of incorporation or bylaws of the Corporation upon
a proposal by a shareholder of the Corporation;





(3)           the
effective date of an amendment to the articles of incorporation or bylaws of the
Corporation, or the time at which steps may be taken to effect an amendment to
the articles of incorporation or bylaws of the Corporation; or





(4)           votes
of shareholders of the Corporation required to approve (i) an amendment or
supplement to or repeal of the bylaws of the Corporation, (ii) an amendment or
supplement to the articles of incorporation of the Corporation, or (iii) a
merger, consolidation, share exchange, reclassification of securities,
repurchase of shares, transfer of all or substantially all of the assets of the
Corporation, dissolution, “business combination” as defined in article X of
these bylaws, or similar transaction.





Section
9.                      Effectiveness of Other
Amendments to Articles of Incorporation.  No provision amending
or supplementing, or purporting to amend or supplement, the articles of
incorporation of the Corporation that would have an effect, direct or indirect,
on any of the following items may be included in articles of amendment signed by
any officer, agent or representative of the Corporation on behalf of the
Corporation or delivered to the Secretary of State of Louisiana for filing of
record until the later of (i) one year following the adoption by the
shareholders of such amendment or supplement or (ii) 10 days after the
adjournment sine die of the annual meeting of the shareholders next succeeding
the adoption by the shareholders of the Corporation of such amendment or
supplement:





(1)           the
number of directors of the Corporation;





(2)           the
classification of the board of directors of the Corporation into three classes
of as nearly as possible equal size;





(3)           the
procedures for nomination by a shareholder of persons to be elected as directors
of the Corporation;







(4)           qualifications
of directors of the Corporation or the declaration by the board of directors of
a vacancy in the office of director;





(5)           removal
of directors or officer of the Corporation;





(6)           power
of directors of the Corporation;





(7)           the
filling of vacancies on the board of directors of the Corporation and the
election of directors to fill newly created directorships;





(8)           powers
of committees of the board of directors of the Corporation;





(9)           the
calling of special meetings of shareholders;





(10)           determinations
of the presiding person at a meeting of shareholders;


or





(11)           votes
of shareholders of the Corporation required to approve the removal of a
director.





ARTICLE
III




Directors





Section
1.                      Certain General
Provisions.





(a)           Number.The
corporate powers of the Corporation shall be vested in and exercised, and the
business and affairs of the Corporation shall be managed, by a board of
directors which shall consist of nine (9) directors.





(b)           Classification.  The
board of directors of the Corporation shall be divided into three classes of as
nearly as possible equal size, with the term of office of directors of one class
expiring each year.  At the 2000 annual meeting of shareholders, the
Class III directors shall be elected to hold office for a term expiring at the
third succeeding annual meeting.  At the 2001 annual meeting of
shareholders, the Class I directors shall be elected to hold office for a term
expiring at the third succeeding annual meeting.  At the 2002 annual
meeting of shareholders, the Class II directors shall be elected to hold office
for a term expiring at the third succeeding annual
meeting.  Thereafter, at each annual meeting of shareholders, the
successors to the class of directors whose terms shall have expired at such
meeting shall be elected to hold office for a term expiring at the third annual
meeting succeeding such meeting.





(c)           Nominations.  Nominations
for election of members of the board of directors may be made by the board of
directors or by a shareholder.  The name of a person to be nominated
by a shareholder (a “Nominator”) as a member of the board of directors of the
Corporation must  be submitted in writing to the secretary of the
Corporation not fewer than 180 days before the date of the meeting of
shareholders at which such person is proposed to be nominated.  The
Nominator









shall
also submit written evidence, reasonably satisfactory to the secretary of the
Corporation, that the Nominator is a shareholder of the Corporation and shall
identify in writing (i) the number of shares of each class of capital stock of
the Corporation beneficially owned by the Nominator, (ii) all other persons with
whom the Nominator is acting in concert, and (iii) the number of shares of
capital stock of the corporation beneficially owned by each such person with
whom the Nominator is acting in concert. At such time, the Nominator shall also
submit in writing (1) the information with respect to each such proposed nominee
which would be required to be provided in a proxy statement prepared in
accordance with regulation 14A under the Securities Exchange Act of 1934, as
amended, (2) to the extent not provided in the information submitted pursuant to
(1) immediately preceding or otherwise provided pursuant to this subsection (c),
(w) a description of all arrangements or understandings between the Nominator
and each such proposed nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the Nominator, (x) the name, age, business address and residence
address, business experience or other qualifications of each such proposed
nominee, (y) the principal occupation or employment of each such proposed
nominee, and (z) the number of shares of capital stock beneficially owned by
each such proposed nominee, and (3) a notarized affidavit executed by each such
proposed nominee to the effect (x) that, if elected as a member of the board of
directors, he will serve, (y) that he has reviewed the provisions of section 1
of this article III of these bylaws, and (z) that he is eligible for election as
a member of the board of directors. Within 30 days after the Nominator has
submitted the aforesaid items to the secretary of the Corporation, the secretary
of the Corporation 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 with respect
thereto. The failure of the secretary of the Corporation 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 of shareholders at which
such person is proposed to be nominated. Beneficial ownership shall be
determined in accordance with section 1 of article X of these
bylaws.





(d)           Qualifications; Declaration
of Vacancy.





(1)           No
person shall be eligible for election or reelection as a director after
attaining age 72, and no person who is or shall have been a full-time officer or
employee of the Corporation or any subsidiary thereof shall be eligible for
election or reelection as a director after attaining age 65 or (even if under
65) after such director's employment by the Corporation has
terminated.





(2)           Upon
attaining the age of 72 or 65, as specified in paragraph (1) immediately
preceding, a director may continue to serve as a director of the Corporation
until no later than the next succeeding annual meeting of shareholders, at which
time, unless he has previously ceased to be a member of the board of directors
of the Corporation, his position as a director shall
cease.  Notwithstanding the foregoing, with regard to a director of
the Corporation who is also an officer or employee of the Corporation or any
subsidiary thereof, such director's position as a director shall cease
immediately upon termination of such director's employment by the
Corporation.









(3)           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, (y) a "public utility company" (other
than one that is an “affiliate” of the Corporation) or "holding company" (other
than one that is an “affiliate” of  the Corporation) as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended, or
"public utility" (other than one that is an “affiliate” (as defined in 18 C.F.R.
§161.2) of the Corporation) as such term is defined in Section 201(e) of the
Federal Power Act of 1920, as amended, or (z) an "affiliate" (as defined in 17
C.F.R. § 230.405) under the Securities Act of 1933, as amended) of any of the
persons or entities specified in clause (y) immediately preceding.





(4)           Upon
the occurrence of any of the events described in paragraph (2) of this
subsection (d), the affected director shall cease to be a director of the
Corporation at the time specified in such paragraph. Determination of the
eligibility of a person for election, reelection, or continued service on the
board of directors under other provisions of this subsection (d) or otherwise as
provided by applicable law including, but not limited to, occurrence of an event
specified in Section 81.C(2) of the Louisiana Business Corporation Law, shall,
subject to the provisions of paragraph (6) below, be made by vote of a majority
of the members of the board of directors. If the board of directors, pursuant to
such a determination, determines that a person is ineligible for election,
reelection, or continued service on the board of directors, such ineligibility
shall be effective immediately upon such determination, and, if the affected
person is a director of the Corporation at the time of such determination, his
position as a director shall cease at such time.





Within 30 days after a Nominator has
submitted the name of a person to be nominated as a member of the board of
directors, the board of directors shall determine whether the proposed nominee
is eligible for election under this subsection (d) and shall notify the
Nominator in writing of its determination. If the board of directors shall
determine that such proposed nominee is not eligible for election, such person
shall be ineligible to be nominated at the meeting of shareholders for which his
nomination was proposed.





(5)           If
a director of the Corporation ceases to be a director (x) at the annual meeting
of shareholders next succeeding the day upon which he attained the age of 72 or
65, as specified in paragraphs (1), (2), and (4) of this subsection (d), and if
there is time remaining in the regularly scheduled term of office of such
director, (y) because of termination of employment, as provided in paragraphs
(1), (2), and (4) of this subsection (d), or (z) upon the determination of the
board of directors of the Corporation pursuant to paragraph (4) of this
subsection (d) that a director of the Corporation is no longer qualified to
continue serving as a director of the Corporation, the board of directors shall
declare the office held by such director vacant and may fill such vacancy as
provided in section 2 of this article III of these bylaws.





(6)           Without
limiting the ability of the board of directors as provided by applicable law to
declare vacant the position of a director on the board of directors, if a











member of
the board of directors has been adjudged by a court of competent jurisdiction to
be guilty of fraud, criminal conduct (other than minor traffic violations),
gross abuse of office amounting to a breach of trust, or similar misconduct, and
no appeal (or further appeal) therefrom is permitted under applicable law, the
other directors then in office, by unanimous vote, may declare the position
occupied by such director vacant, and such other directors may fill such vacancy
as provided in section 2 of this article III of these bylaws.





(e)           Removal.  In
this subsection (e), the terms "remove" and "removal" and their related
grammatical forms shall refer only to the process of dismissal provided for in
this subsection, and shall not be deemed to refer to disqualification of a
director, cessation of a director to be such, or declaration of a vacancy in the
office of director as provided for in subsection (d) of this section 1 or
otherwise as permitted by law.





A member of the board of directors may
be removed by the shareholders of the Corporation only for cause. Any such
removal for cause shall be at a special meeting of shareholders called for such
purpose. The vote of the holders of shares conferring 80% of the total votes of
all shares of capital stock of the Corporation voting as a single class shall be
necessary to remove a director; provided, however, that if a director has been
elected by the exercise of the privilege of cumulative voting, such director may
not be removed if the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the class of directors of
which he is a part. For purposes of this subsection (e), cause for removal shall
exist only if a director shall have been adjudged by a court of competent
jurisdiction to be guilty of fraud, criminal conduct (other than minor traffic
violations), gross abuse of office amounting to a breach of trust, or similar
misconduct, and no appeal (or further appeal) therefrom shall be permitted under
applicable law.





No proposal by a shareholder to remove
a director of the Corporation shall be voted upon at a meeting of shareholders
unless, at least 180 days before such meeting, such shareholder shall have
delivered in writing to the secretary of the Corporation (1) notice of such
proposal, (2) a statement of the grounds on which such director is proposed to
be removed, (3) evidence, reasonably satisfactory to the secretary of the
Corporation, of such shareholder's status as such and of the number of shares of
each class of the capital stock of the Corporation beneficially owned by such
shareholder, (4) a list of the names of other beneficial owners of shares of the
capital stock of the Corporation, 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 Corporation beneficially owned by each such beneficial owner, and (5) 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 Corporation
(excluding the director proposed to be removed), to the effect that, if adopted
at a  duly called special meeting of the shareholders of the
Corporation by the vote of the holders of shares conferring 80% of the total
votes of all shares of the capital stock of the Corporation voting as single
class, such removal would not be in conflict with the laws of the State of
Louisiana, the articles of incorporation of the Corporation, or these bylaws.
Within 30 days after such shareholder shall have delivered the aforesaid items
to the secretary of the Corporation, the secretary and the board of directors of
the Corporation 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 Corporation
determines that the items to be ruled upon by them, respectively, as provided
above are not reasonably satisfactory, then such proposal by such shareholder
may not be voted upon by the shareholders of the Corporation at such meeting of
shareholders. Beneficial ownership shall be determined as specified in section 1
of article X of these bylaws.





(f)           Powers.  Subject
to the provisions of the laws of the State of Louisiana, the articles of
incorporation of the Corporation, and these bylaws, the board of directors shall
have and exercise, in addition to such powers as are set forth in the articles
of incorporation, all of the powers which may be exercised by the Corporation,
including, but without thereby limiting the generality of the above, the power
to create and to delegate, with power to subdelegate, any of its powers to any
committee, officer, or agent; provided, however, that the board of directors
shall not have the power to delegate its authority to:





(1)           amend,
repeal, or supplement the bylaws of the Corporation;





(2)
            take
      definitive action on a merger, consolidation, reclassification or exchange
      of securities, repurchase by the Corporation of any of its
              equity
      securities, transfer of all or substantially all of the assets of the
      Corporation, dissolution, "business combination" as defined in article X
      of thesebylaws,
      or similar action;





(3)           elect
or remove a director or officer of the Corporation;





(4)           submit
a proposal to shareholders for action by shareholders;





(5)           appoint
a director to or remove a director from a committee of the board of directors;
or





(6)           declare
a dividend on the capital stock of the Corporation.





(g)           Change in Number of
Directors. No amendment or supplement to or repeal of subsection (a) of
section 1 of article III of these bylaws that would have the effect of
increasing the number of authorized directors of the Corporation by more than
two during any 12-month period shall be permitted unless at least 80% of the
"continuing directors" then in office (as defined in subsection (b) of section 2
of article II of these bylaws) shall authorize such action. If the number of
directorships is changed for any reason, any increase or decrease in the number
of directorships shall be apportioned among the classes so as to make all
classes as nearly equal in number as possible.





(h)           Rights of Preferred
Shareholders, etc.  Nothing in this section 1 of this article
III of these bylaws shall affect the rights of the Corporation's shareholders as
provided in section 3(b) of article 6 of the Corporation's articles of
incorporation.





Section
2.                      Filling of
Vacancies.   Except to the extent required by law or
section 3(b) of article 6 of the articles of incorporation of the Corporation,
newly created directorships  resulting from any increase in the
authorized number of directors and any vacancies in the board of











directors
resulting from the attainment by a director of the age of 72 or 65, as specified
in paragraphs (1), (2), (4), and (5) of subsection (d) of section 1 of this
article III, or from death, resignation, disqualification or removal of a
director, or from failure of the shareholders to elect the full number of
authorized directors, or from any other cause shall be filled by the affirmative
vote of at least a majority of the remaining directors (or director) then in
office, even though less than a quorum of the whole board. Any director elected
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred. Except to the extent required by law or section
3(b) of article 6 of the articles of incorporation of the Corporation, the
shareholders shall have no right to fill any vacancies in the board of
directors.





Section
3.                      Annual and Regular
Meetings.  Within 45 days after each annual meeting of
shareholders, and if possible on the date of each annual meeting of shareholders
immediately following each such meeting, the board of directors shall hold an
annual meeting for the purpose of electing officers and transacting other
corporate business. Such meeting shall be called in the manner for calling
regular or special meetings of the board of directors.





Except as
otherwise provided by resolution of the board of directors, other regular
meetings of the board of directors shall be held on the last Friday in January,
July and October at such places as the chief executive officer or president may
direct in the notices of such meetings. At least five days' notice by mail or
written telecommunication shall be given to each director of the time and place
of holding each regular meeting of the board of
directors.


Section
4.                      Special Meetings. A
special meeting of the board of directors may be called by the chief executive
officer or president, to be held at such place as he may direct in the notice of
such meeting, on four days' notice by mail or three days' notice by written
telecommunication, to each director. A special meeting shall be called by the
chief executive officer or president in like manner on the written request of at
least 50% of the members of the board.





Section
5.                      Place of Meetings; Telephone
Meetings. A meeting of the board of directors may be held either within
or without the State of Louisiana. The time and place of holding a regular or
special meeting of the board of directors may be changed and another place and
time fixed for such regular or special meeting by a majority of the members of
the board.





The members of the board of directors,
and a committee thereof, may participate in and hold a meeting of the board or
of such committee by means of conference telephone or similar communications
equipment provided that all persons participating in such meeting can hear and
communicate with one another. Participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting, except where a
person participates in such meeting for the express purpose of objecting to the
transaction of any business on the grounds that such meeting was not lawfully
called or convened.





Section
6.                      Quorum. A majority of
the directors shall constitute a quorum, but a smaller number may adjourn a
meeting from time to time without further notice until a quorum is
secured.  If a quorum is present, the directors present can continue
to do business until adjournment


















Section
7.                      Compensation.  Each
director shall be entitled to receive from the Corporation reimbursement of his
expenses incurred in attending any regular or special meeting of the board and,
by resolution of the board, such other compensation as it may approve. Such
reimbursement and compensation shall be payable whether or not an adjournment be
had because of the absence of a quorum.  Nothing herein contained
shall be construed to preclude any director from serving the Corporation in
another capacity and receiving compensation therefor.





Section
8.                      Committees.  From
time to time, the board of directors may appoint, from its own number, in
addition to the committees provided for in these bylaws, such other committee or
committees for such purpose or purposes as it shall determine. Subject to the
limitations imposed by these bylaws, the articles of incorporation, and the laws
of the State of Louisiana, each committee of the board of directors shall have
such powers as shall be specified in the resolution of appointment.











ARTICLE
IV




Indemnification





Section
1.                      Right to Indemnification -
General.  The Corporation shall indemnify any person who was or
is, or is threatened to be made, a party to or otherwise involved in any pending
or completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or other proceeding, whether civil,
criminal, administrative or investigative (any such threatened, pending or
completed proceeding being hereinafter called a "Proceeding") by reason of the
fact that he 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 business, foreign or nonprofit corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
(whether the basis of his involvement in such Proceeding is alleged action in an
official capacity or in any other capacity while serving as such), to the
fullest extent permitted by applicable law in effect from time to time, and to
such greater extent as applicable law may from time to time permit, from and
against expenses, including attorney's fees, judgments, fines, amounts paid or
to be paid in settlement, liability and loss, ERISA excise taxes, actually and
reasonably incurred by him or on his behalf or suffered in connection with such
Proceeding or any claim, issue or matter therein; provided, however, that,
except as provided in section 5 of this article, the Corporation shall indemnify
any such person claiming indemnity in connection with a Proceeding initiated by
such person only if such Proceeding was authorized by the board of
directors.





Section
      2.
            Certain Provisions
      Respecting Indemnification for and Advancement of
      Expenses.





(a)           To
the extent that a person referred to in section 1 of this article is required to
serve as a witness in any Proceeding referred to therein, he shall be
indemnified against all Expenses (as











(b)           The
Corporation shall from time to time pay, in advance of final disposition, all
Expenses incurred by or on behalf of any person referred to in section 1 of this
article claiming indemnity thereunder in respect of any Proceeding referred to
therein. Each such advance shall be made within ten days after the receipt by
the Corporation of a statement from the claimant requesting the advance, which
statement shall reasonably evidence the relevant Expenses and be accompanied or
preceded by any such undertaking as may be required by applicable law respecting
the contingent repayment of such Expenses. Whenever and to the extent applicable
law requires the board of directors to act in the specific case with respect to
the payment of Expenses in advance of the final disposition of any Proceeding,
the board of directors shall act with respect thereto within the period
specified in the preceding sentence and shall withhold the payment of Expenses
in advance only if there is a reasonable and prompt determination by the board
of directors by a majority vote of a quorum of Disinterested Directors (as
hereinafter defined), or (if such quorum is not obtainable or, even if
obtainable, a quorum of Disinterested Directors so directs) by Independent
Counsel (as hereinafter defined) in a written opinion, that
advancement  of Expenses is inappropriate, even taking into account
any undertaking given with respect to the repayment of such Expenses, because
based on the facts then known there is no reasonable likelihood that the
claimant would be able ultimately to demonstrate that he met the standard of
conduct necessary for indemnification with respect to such
Expenses.





Section
3.                      Procedure for Determination
of Entitlement to Indemnification.





(a)           To
obtain indemnification under this article, a claimant shall submit to the
Corporation a written application. The secretary of the Corporation shall,
promptly upon receipt of such an application for indemnification, advise the
board of directors in writing of the application. In connection with any such
application, the claimant shall provide such documentation and information as is
reasonably requested by the Corporation and reasonably available to him and
relevant to a determination of entitlement to indemnification.





(b)           A
person's entitlement to indemnification under this article, unless ordered by a
court, shall be determined, as required or permitted by applicable law: (i) by
the board of directors by a majority vote of a quorum consisting of
Disinterested Directors, (ii) if a quorum of the board of directors consisting
of Disinterested Directors is not obtainable or, even if obtainable, a quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion,
or (iii) by the shareholders of the Corporation; provided, however, that if a
Change of Control (as hereinafter defined) shall have occurred, no determination
of entitlement to indemnification adverse to the claimant shall be made other
than one made or concurred in by Independent Counsel, selected as provided in
paragraph (d) of this section, in a written opinion.





(c)           If
the determination of entitlement to indemnification is to be made by Independent
Counsel in the absence of a Change of Control, the Corporation shall furnish
notice to the claimant within ten days after receipt of the application for
indemnification specifying the identity and address of Independent
Counsel.  The claimant may, within fourteen days after receipt of such
written notice of selection, deliver to the Corporation a written objection to
such selection, subject









to
paragraph (e) of this section.  If such an objection is made, either
the Corporation or the claimant may petition any court of competent jurisdiction
for a determination that the objection has no reasonable basis or for the
appointment as Independent Counsel of counsel selected by the
court.





(d)           If
there has been a Change of Control, Independent Counsel to act as and to the
extent required by paragraph (b) of this section or paragraph (b) of section 2
shall be selected by the claimant, who shall give the Corporation written notice
advising of the identity and address of the Independent Counsel so
selected.  The Corporation may, within seven days after receipt of
such written notice of selection, deliver to the claimant a written objection to
such selection, subject to paragraph (e) of this section.  The
claimant may, within five days after the receipt of such objection, select other
counsel to act as Independent Counsel, and the Corporation may, within seven
days after receipt of such written notice of selection, deliver to the claimant
a written objection, as aforesaid, to such second selection.  In the
case of any such objection the claimant may petition any court of competent
jurisdiction for a determination that the objection has no reasonable basis or
for the appointment as Independent Counsel of counsel selected by the
court.





(e)  Any
objection to the selection of Independent Counsel may be asserted only on the
ground that the counsel so selected does not qualify as Independent Counsel
under the definition contained in section 7 of this article, and the objection
shall set forth with particularity the basis of such assertion.  No
counsel selected by the Corporation or by the claimant may serve as Independent
Counsel if a timely objection has been made to his selection unless a court has
determined that such objection has no reasonable basis.




(f)  The
Corporation shall pay any and all reasonable fees and expenses of Independent
Counsel acting pursuant to this article and in any proceeding in which such
counsel is a party or a witness in respect of its investigation and report. The
Corporation shall pay all reasonable fees and expenses incident to the
procedures of this section regardless of the manner in which Independent Counsel
is selected or appointed.





Section
4.                                Presumptions and Effect of
Certain Proceedings.





(a)           A
person referred to in section 1 of this article claiming a right to
indemnification under this article shall be presumed (except as may be otherwise
expressly provided in this article or required by applicable law) to be entitled
to such indemnification upon submission of an application for indemnification in
accordance with section 3, and the Corporation shall have the burden of proof to
overcome the presumption in any determination contrary to the
presumption.





(b)           Unless
the determination is to be made by Independent Counsel, if the person or persons
empowered under section 3 of this article to determine entitlement to
indemnification shall not have made and furnished the determination in writing
to the claimant within 60 days after receipt by the Corporation of the
application for indemnification, the determination of entitlement to
indemnification shall be deemed to have been made in favor of the claimant
unless the claimant knowingly misrepresented a material fact in connection with
the application or such indemnification is prohibited by law. The termination of
any Proceeding, or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contender or its











equivalent,
shall not of itself adversely affect the right of a claimant to indemnification
or create a presumption that a claimant did not act in a manner which would deny
him the right to indemnification.





Section
5.                      Right of Claimant to Bring
Suit.





(a)           If
(i) a determination is made pursuant to the procedures contemplated by section 3
of this article that a claimant is not entitled to indemnification under this
article, (ii)  advancement of Expenses is not timely made pursuant to
paragraph (b) of section 2 of this article, (iii) Independent Counsel has not
made and delivered a written opinion as to entitlement to indemnification within
90 days after the selection or appointment of counsel has become final by virtue
of the lapse of time for objection or the overruling of objections or
appointment of counsel by a court, or (iv) payment of a claim for
indemnification is not made within five days after a favorable determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to section 3 or 4 of this article, the claimant shall be entitled to
bring suit against the Corporation to establish his entitlement to such
indemnification or advancement of Expenses and to recover the unpaid amount of
his claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for Expenses incurred in defending any Proceeding
in  advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant did
not meet the applicable standard of conduct which makes it permissible for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be upon the Corporation. Neither the failure of the
Corporation (including its board of directors, Independent Counsel or its
shareholders) to have made a determination before the commencement of such
action that indemnification of the claimant is proper under the circumstances
because he has met such applicable standard of conduct, nor an actual
determination by the Corporation (including its board of directors, Independent
Counsel or its shareholders) that the claimant has not met the applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct, and the
claimant shall be entitled to a de novo trial on the merits as to any such
matter as to which no determination or an adverse determination has been
made.





(b)           If
a claimant is successful in whole or in part in prosecuting any claim referred
to in paragraph (a) of this section, the claimant shall also be entitled to
recover from the Corporation, and shall be indemnified by the Corporation
against, any and all Expenses actually and reasonably incurred by him in
prosecuting such claim.




Section
6.                      Non-Exclusivity and Survival
of Rights.  The rights of indemnification and to receive
advancement of Expenses contemplated by this article shall not be deemed
exclusive of any other rights to which any person may at any time be entitled
under any bylaw, agreement, authorization of shareholders or directors
(regardless of whether directors authorizing such indemnification are
beneficiaries thereof), or otherwise, both as to action in his official capacity
and as to action in another capacity; provided that no other indemnification
measure shall permit indemnification of any person for the results of such
person's willful or intentional misconduct.





The Corporation may procure or maintain
insurance or other similar arrangement, at its expense, to protect itself and
any director, officer, employee or agent of the Corporation or other









corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss asserted against or incurred by such person, whether or not
the Corporation would have the power to indemnify such person against such
expense or liability.





In considering the cost and
availability of such insurance, the Corporation, in the exercise of its business
judgment, may purchase insurance which provides for any and all of (i)
deductibles, (ii) limits on payments required to be made by the insurer, or
(iii) coverage which may not be as comprehensive as that previously included in
insurance purchased by the Corporation. The purchase of insurance with
deductibles, limits on payments and coverage exclusions will be deemed to be in
the best interest of the Corporation but may not be in the best interest of
certain of the persons covered thereby. As to the Corporation, purchasing
insurance with deductibles, limits on payments, and coverage exclusions is
similar to the Corporation's practice of self-insurance in other areas. In order
to protect the officers and directors of the Corporation, the Corporation shall
indemnify and hold each of them harmless as provided in section 1 of this
article IV, without regard to whether the Corporation would otherwise be
entitled to indemnify such officer or director under the other provisions of
this article IV, 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 officers and directors liability insurance held by the Corporation
would have provided for payment to such officer or director. Notwithstanding the
foregoing provisions of this section 6, no person shall be entitled to
indemnification for the results of such person's willful or intentional
misconduct.





The right to indemnification conferred
in this article shall be a contract right, and no amendment, alteration or
repeal of this article or any provision thereof shall restrict the
indemnification rights granted by this article as to any person claiming
indemnification with respect to acts, events and circumstances that occurred, in
whole or in part, before such amendment, alteration or repeal. The provisions of
this article shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his heirs,
executors and legal representatives.





Section
7.                      Definitions. For
purposes of this article:





(a)           "Change
of Control" means the occurrence of any of the following events or
circumstances: (1) 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 Securities
Exchange Act of 1934, as amended (the "Act"), whether or not the Corporation is
then subject to such reporting requirement; (2) (i) any "person" (as such term
is used in Section 13(d) and 14(d) of the Act) shall have become the “beneficial
owner”, (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation representing 30% or more of the combined voting
power of the Corporation's then outstanding voting securities without the prior
approval of at least two-thirds of the members of the board of directors in
office immediately before such person's attaining such percentage interest; (3)
the Corporation is a party to a merger, consolidation, sale of assets or other
reorganization, or the subject of a proxy contest, as a consequence of which
members of the board of directors in office immediately before such transaction
or event constitute less than a majority  of the board of directors
thereafter; (4) during any period of two consecutive years, 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 Corporation'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.





(b)           "Disinterested
Director" means a director of the Corporation who is not and was not a party to
the Proceeding in respect of which indemnification is sought as provided in this
article.





(c)           "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.





(d)           "Independent
Counsel" means a law firm, or a member of a law firm, with substantial
experience in matters of corporation law that neither presently is, nor in the
five years before his selection or appointment has been, retained to represent:
(i) the Corporation or person claiming indemnification in any matter material to
either, or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder, and is not otherwise precluded under applicable
professional standards from acting in the capacity herein
contemplated.





ARTICLE
V




Executive
Committee





Section
1.                      Election and Tenure.
The board of directors may appoint an executive committee consisting of such
number of directors as it may appoint, to serve at the pleasure of the board of
directors, but in any event not beyond the next annual meeting of the board of
directors. The board may at any time, without notice, remove and replace any
member of the executive committee.





Section
2.                      Executive
Committee.  Subject to the provisions of subsection (f) of
section 1 of article III of these bylaws, the executive committee shall have a
charter that will be approved, and revised as appropriate, from time to time by
the committee and the board.  In general terms, the functions of the
committee shall be those as set forth in the charter.








Section
3.                      Meetings.  The
executive committee shall meet at stated times or on notice to all by one of its
number, in which notice the time and place of the meeting shall be set
forth.  The executive committee shall fix its own rules of procedure,
and a majority shall constitute a quorum; but the affirmative vote of a majority
of the whole committee shall be necessary in every case. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
of directors.










Section
4.                      Compensation. Members
of the executive committee, other than officers of the Corporation, shall
receive such compensation for their services as shall be prescribed by the board of
directors.  Each member of the executive committee shall be entitled
to receive from the Corporation reimbursement of his expenses incurred in
attending a meeting of such committee.








ARTICLE
VI




Audit
Committee





Section
1.                      Election and Tenure.
The board of directors may appoint an audit committee, consisting of such number
of directors as it may appoint, to serve at the pleasure of the board of
directors, but in any event not beyond the next annual meeting of the board of
directors.  The board may at any time, without notice, remove and
replace any member of the audit committee.





Section
2.                      Audit
Committee.Subject
to the provisions of subsection (f) of section 1 of article III of these bylaws,
the audit committee shall have a charter that will be approved, and revised as
appropriate, from time to time by the committee and the board.  In
general terms, the functions of the committee shall be those as set forth in the
charter.





Section
3.                      Meetings.  The
audit committee shall meet at stated times or on notice to all by one of its
number, in which notice the time and place of the meeting shall be set forth.
The audit committee shall fix its own rules of procedure, and a majority shall
constitute a quorum; but the affirmative vote of a majority of the whole
committee shall be necessary in every case. The audit committee shall keep
regular minutes of its proceedings and report the same to the board of
directors.





Section
4.                      Compensation. Members
of the audit committee, other than officers of the Corporation, shall receive
such compensation for their services as shall be prescribed by the board of
directors. Each member of the audit committee shall be entitled to receive from
the Corporation reimbursement of his expenses incurred in attending a meeting of
the audit committee.





ARTICLE
VII




Compensation
Committee





Section
1.                      Election and Tenure.
The board of directors may appoint a compensation committee, consisting of such
number of directors as it may appoint, to serve at the pleasure of the board of
directors, but in any event not beyond the next annual meeting of the board of
directors. The board may at any time, without notice, remove and replace any
member of the compensation committee.





Section
2.                      Compensation
Committee.Subject to the provisions of subsection (f) of section 1 of article III
of these bylaws, the compensation committee shall have a charter that will be
approved, and revised as appropriate, from time to time by the committee and the
board.  In










Section
3.                      Meetings. The
compensation committee shall meet at stated times or on notice to all by one of
its number, in which notice the time and place of the meeting shall be set
forth. The compensation committee shall fix its own rules of procedure, and a
majority shall constitute a quorum; but the affirmative vote of the majority of
the whole committee shall be necessary in every case. The compensation committee
shall keep regular minutes of its proceedings and report the same to the board
of directors.





Section
4.                      Compensation. Members
of the compensation committee, other than officers of the Corporation, shall
receive such compensation for their services as shall be prescribed by the board
of directors. Each member of the compensation committee shall be entitled to
receive from the Corporation reimbursement of his expenses incurred in attending
a meeting of the compensation committee.








Article
VII.A.





Nominating/Governance
Committee





Section
1.                      Election and
Tenure.  The board of directors may appoint a nominating /
governance committee consisting of such number of directors as it may appoint,
to serve at the pleasure of the board of directors, but in any event not beyond
the next annual meeting of the board of directors.  The board may at
anytime, without notice remove and replace any member of the nominating /
governance committee.





Section
2.                      Nominating / Governance
Committee.  Subject to the provisions of subsection (f) of
section 1 of article III of these bylaws, the nominating/governance committee
shall have a charter that will be approved, and revised as appropriate, from
time to time by the committee and the board.  In general terms, the
functions of the committee shall be those as set forth in the
charter.





Section
3.                      Meetings.  The
nominating/governance committee shall meet at stated times or on notice to all
by one of its number, in which notice the time and place of the meeting shall be
set forth.  The nominating/governance committee shall fix its own
rules of procedure, and a majority shall constitute a quorum; but the
affirmative vote of a majority of the whole committee shall be necessary in
every case.  The nominating/governance committee shall keep regular
minutes of its proceedings and report the same to the board of
directors.





Section
4.                      Compensation. Members
of the nominating/governance committee, other than officers of the Corporation,
shall receive such compensation for their services as shall be prescribed by the
board of directors.  Each member of the nominating/governance
committee shall be entitled to receive from the Corporation reimbursement of his
expenses incurred in attending a meeting of such committee.
















ARTICLE
VIII




Officers





Section
l.                      Election, Tenure, and
Compensation. The officers of the Corporation shall consist of a
president, one or more vice presidents, a secretary, a treasurer, and such other
officers, including a chairman of the board of directors, as may from time to
time be elected or appointed by the board of directors. Officers of the
Corporation shall be elected annually by the board of directors as provided in
section 3 of article III of these bylaws. If such annual election is not held,
the officers then in office shall remain as such until their respective
successors shall be elected and qualify. No officer, except the chairman of the
board of directors, need be a director, and any two or more offices, except the
offices of president and vice president, may be held by one person. The powers
of all officers of the Corporation shall be subject to the provisions of
subsection (f) of section 1 of article III of these bylaws.





Section
2.                      Powers
and Duties of Chairman of Board of Directors.The board of
directors may elect a non-employee chairman to give leadership to the board and
to serve as liaison between management and the board of directors.  In
collaboration with the chief executive officer, the chairman will establish an
agenda for each board meeting which covers all matters which should come before
the board in the proper exercise of its duties.  The chairman will be
accountable and will provide leadership for all issues of corporate governance
which should come to the attention of the board and its
committees.  The chairman will provide leadership to the board in the
establishment of positions which the board should take on issues to come before
the annual meeting of shareholders.  The chairman shall perform such
other duties as from time to time may be delegated to him/her by the board of
directors.





Section
3.                      Powers
and Duties of President.The president shall be the
chief executive officer and/or the chief operating officer of the Corporation
and, subject to the direction of the board of directors, shall (a) have general
and active management of the administration and operation of the business of the
Corporation, (b) have the general supervision and direction of the other
officers of the Corporation and shall see that their duties are properly
performed, (c) see that all orders and resolutions of the board of directors are
carried into effect, (d) have the power to execute contracts and conveyances on
behalf of the Corporation (including without limitation conveyances of real and
personal property to and by the Corporation), and (e) perform such other
functions normally performed by a chief executive officer.





Section
4.                      Powers and Duties of Vice
President. The board of directors may appoint one ormore vice presidents.
Each vice president shall have the power to execute contracts and conveyances on
behalf of the Corporation, and shall have such other powers and shall perform
such other duties as may be assigned to him by the board of directors or by the
president.





Section
5.                      Powers and Duties of
Secretary. The secretary shall attend and record, in a book kept for such
purpose, the proceedings of all meetings of the shareholders of the Corporation
and of the board of directors. He shall keep an account of stock registered and
transferred in such manner as the board of directors may prescribe. He shall
keep the seal of the Corporation and, when authorized by the board of directors
or the executive committee, he shall affix the seal of the









Corporation
to any instrument requiring the same, and attest the same by his signature, or
cause the same to be attested by the signature of an assistant secretary. He
shall give proper notice of meetings of shareholders and directors and shall
perform such other duties as shall be assigned to him. Assistant secretaries
shall have such duties as the board of directors may from time to time
prescribe.





Section
6.                      Powers and Duties of
Treasurer. The treasurer shall have custody of the funds and securities
of the Corporation, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit or cause
to be deposited all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the board
of directors. He shall disburse or cause to be disbursed the funds of the
Corporation as may be ordered by the board of directors, executive committee,
chief executive officer or president, taking proper vouchers for such
disbursements, and shall render to the chief executive officer, the president,
and the directors at the regular meetings of the board of directors, or whenever
they require it, an account of all his transactions as treasurer and of the
financial condition of the Corporation, and at the regular meeting of the board
of directors next preceding the annual shareholders' meeting, a like report for
the preceding fiscal year. He shall give the Corporation a bond, if required by
the board of directors, in such sum and in form and with security satisfactory
to the board of directors, for the faithful performance of the duties of his
office and the restoration to the Corporation, in case of his death,
resignation, or removal from office, of all books, papers, vouchers, moneys, and
other property of whatever kind in his possession belonging to the Corporation.
He shall perform such other duties as the board of directors or executive
committee may from time to time prescribe. Assistant treasurers shall have such
duties as the board of directors may from time to time prescribe.





Section
7.                      Delegation of Duties.
In case of the absence or disability of any officer of the Corporation, or for
any other reason deemed sufficient by the board of directors, the board of
directors may delegate such officer's powers or duties for the time being to any
other officer, to any employee with management responsibility, or to any
director.





ARTICLE
IX




Capital
Stock





Section
l.                      Stock Certificates.
The shares of capital stock of the Corporation may be represented by
certificates in such form as may be approved by the board of directors, which
certificates shall be signed by the chief executive officer, the president or
one of the vice presidents of the Corporation and also by the secretary or an
assistant secretary, or the treasurer or an assistant treasurer. Such
certificates shall have affixed an impression of the seal of the
Corporation.  Where such certificates are countersigned by a transfer
agent and by a registrar, both of which may be the same institution, the
signatures of such officers and the seal of the Corporation thereon may be
facsimiles, engraved or printed.  If an officer of the Corporation who
shall have signed a certificate of capital stock, or whose facsimile signature
has been affixed for such purpose, shall cease to be such officer of the
Corporation before the stock certificate so signed shall have been issued by the
Corporation, such stock certificate may nevertheless be issued and delivered
with the same force and effect as though the person who signed such certificate
or









whose
facsimile signature has been affixed for such purpose had not ceased to be such
officer of the Corporation.  Notwithstanding the foregoing regarding
share certificates, officers of the Corporation may provide that some or all of
any or all classes or series of the Corporation’s capital stock may be
uncertificated shares.





Section
2.                      Lost or Destroyed
Certificates. The board of directors may determine the conditions upon
which a new certificate for capital stock of the Corporation may be issued in
place of a certificate which is alleged to have been lost, stolen, or destroyed
and may, in its discretion, require the owner of such certificate or his legal
representative to give bond with sufficient surety to the Corporation to
indemnify it against any loss or claim which may arise by reason of the issue of
a new certificate in the place of the one so alleged to have been lost, stolen,
or destroyed.





Section
3.                      Transfer of Shares.
The shares of capital stock of the Corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives, and upon such transfer the old certificates, if such
shares are represented by certificates,  shall be surrendered to the
Corporation by the delivery thereof to the person in charge of the stock or
transfer books and ledgers, or to such other person as the board of directors
may designate, by whom they shall be canceled.  New stock certificates
or uncertificated shares may thereupon be issued, representing the shares so
transferred.  A record shall be made of each transfer.





Section
4.                      Dividends. Dividends
upon the capital stock may be declared by the board of directors at a regular or
special meeting out of the net profits or surplus of the Corporation. Before
paying a dividend or making a distribution of profits, there may be set aside
out of the accumulated profits of the Corporation such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund for meeting contingencies or for equalizing dividends or for
repairing or maintaining property of the Corporation or for such other purpose
as the directors shall think conducive to the interests of the
Corporation.





Section
5.                      Closing Transfer Books;
Fixing Record Date. The board of directors may fix the time, not
exceeding 60 days preceding the date of a meeting of shareholders, a dividend
payment date, or a date for the allotment of rights, during which the books of
the Corporation shall be temporarily closed against transfers of stock; or, in
lieu thereof, the board of directors may fix a date, not exceeding 60 days
preceding the date of a meeting of shareholders, a dividend payment date, or a
date for the allotment of rights, as a date for the taking of a record of the
shareholders entitled to notice of and to vote at such meeting, or entitled to
receive such dividends or such rights, as the case may be; and only shareholders
of record on such date shall be entitled to notice of and to vote at such
meeting, or to receive such dividends or rights, as the case may
be.








ARTICLE
X




Fair-Price
Provisions





Section
1.                      Definitions. As used
in article X of these bylaws, the following terms shall have the indicated
meanings:












(a)           "Affiliate,"
including the term "affiliated person," means a person that directly or
indirectly through one or more intermediaries controls, is controlled by, or is
under common control with, a specified person.





(b)           “Associate,”
when used to indicate a relationship with any person, means any of the
following:





(1)           A
corporation or organization, other than the Corporation or a subsidiary of the
Corporation, of which such person is an officer, director, or partner or is,
directly or indirectly, the beneficial owner of 10% or more of any class of
equity securities.





(2)           A
trust or other estate on which such person has a substantial beneficial interest
or as to which such person serves as trustee or in a similar fiduciary
capacity.





(3)           A
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person or who is a director or officer of the Corporation or
any of its affiliates.





(c)           “Beneficial
owner,” when used with respect to voting stock, means any of the
following:


(1)           A
person who individually or with any of his affiliates or associates beneficially
owns voting stock, directly or indirectly.





(2)           A
person who individually or with any of his affiliates or associates has either
of the following rights:





(A)           To
acquire voting stock, whether such right is exercisable immediately or only
after the passage of time, pursuant to any agreement, arrangement, or
understanding or upon the exercise of conversion rights, exchange rights,
warrants, or options, or otherwise.





(B)           To
vote voting stock pursuant to any agreement, arrangement, or
understanding.





(3)           A
person who has any agreement, arrangement, or understanding for the purpose of
acquiring, holding, voting, or disposing voting stock with any other person who
beneficially owns or whose affiliates beneficially own, directly or indirectly,
such shares of voting stock.





(d)           "Business
combination" means any of the following:





(1)           Except
for a merger, consolidation, or share exchange that does not alter the contract
rights of the stock as expressly set forth in the articles of incorporation of
the Corporation or change or convert in whole or in part the outstanding shares
of the













Corporation,
any merger, consolidation, or share exchange of the Corporation or any
subsidiary with:





(A)           An
interested shareholder; or





(B)           Another
corporation, whether or not itself an interested shareholder, which is, or after
the merger, consolidation, or share exchange would be, an affiliate of an
interested shareholder that was an interested shareholder before the
transaction.





(2)           A
sale, lease, transfer, or other disposition, other than in the ordinary course
of business, in one transaction or a series of transactions in any twelve-month
period, to an interested shareholder or any affiliate of an interested
shareholder, other than the Corporation or any of its subsidiaries, of any
assets of the Corporation or any subsidiary having, measured at the time the
transaction or transactions are approved by the board of directors of the
Corporation, an aggregate book value as of the end of the Corporation's most
recently ended fiscal quarter of 10% or more of the total market value of the
outstanding stock of the Corporation or of its net worth as of the end of its
most recently ended fiscal quarter.





(3)           The
issuance or transfer by the Corporation or any subsidiary, in one transaction or
a series of transactions, of any equity securities of the Corporation or any
subsidiary which has an aggregate market value of five percent or more of the
total market value of the outstanding stock of the Corporation, to any
interested shareholder or any affiliate of any interested shareholder, other
than the Corporation or any of its subsidiaries, except pursuant to the exercise
of warrants or rights to purchase securities offered pro rata to all holders of
the Corporation's voting stock or any other method affording substantially
proportionate treatment of the holders of voting stock.





(4)           The
adoption of a plan or proposal for the liquidation or dissolution of the
Corporation in which anything other than cash will be received by an interested
shareholder or an affiliate of an interested shareholder.





(5)           A
reclassification of securities, including a reverse stock split or
recapitalization of the Corporation, or any merger, consolidation, or share
exchange of the Corporation with any of its subsidiaries which has the effect,
directly or indirectly, in one transaction or a series of transactions, of
increasing by five percent or more of the total number of outstanding shares the
proportionate amount of the outstanding shares of any class of equity securities
of the Corporation or any subsidiary which is directly or indirectly owned by an
interested shareholder or an affiliate of an interested
shareholder.





(e)           "Common
stock" means stock other than preferred or preference stock.





(f)           "Control,"
including the terms "controlling," "controlled by," and "under common control
with," means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a person, whether through
the ownership of voting











securities,
by contract, or otherwise. The beneficial ownership of 10% or more of the votes
entitled to be cast of a corporation’s voting stock creates a presumption of
control.





(g)           “Equity
security” means any of the following:





(1)           Stock
or a similar security, certificate of interest, or participation on any profit
sharing agreement, voting trust certificate, or certificate of deposit for an
equity security.





(2)           A
security convertible, with or without consideration, into an equity security, or
any warrant or other security carrying any right to subscribe to or purchase an
equity security.





(3)           Any
put, call, straddle, or other option or privilege of buying an equity security
from or selling an equity security to another without being bound to do
so.





(h)           (l
)           "Interested
shareholder" means any person other than the Corporation or any subsidiary that
is either of the following:





(A)           The
beneficial owner, directly or indirectly, of 10% or more of the voting power of
the outstanding voting stock of the Corporation.





(B)           An
affiliate of the Corporation who at any time within the two-year period
immediately before the date in question was the beneficial owner, directly or
indirectly, of l0% or more of the voting power of the then outstanding voting
stock of the Corporation.





(2)           For
the purpose of determining whether a person is an interested shareholder, the
number of shares of voting stock deemed to be outstanding shall include shares
deemed owned by the person through application of subsection (c) of this
section, but may not include any other shares of voting stock which may be
issuable pursuant to any agreement, arrangement, or understanding, or upon
exercise of conversion rights, warrants, or options, or otherwise.





(i)           "Market
value" means the following:





(A)           In
the case of stock, the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such stock on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc., Automated Quotations
System or any system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock as determined
by the board of directors of the Corporation in good faith.










(B)           In
the case of property other than cash or stock, the fair market value of such
property on the date in question as determined by the board of directors of the
Corporation in good faith.





(j)           "Subsidiary"
means any corporation of which voting stock having a majority of the votes
entitled to be cast is owned, directly or indirectly, by the
Corporation.





(k)           "Voting
stock" means shares of capital stock of a corporation entitled to vote generally
in the election of directors.





Section
2.                      Vote Required in Business
Combinations. In addition to any vote otherwise required by law or the
articles of incorporation of the Corporation, a business combination shall be
recommended by the board of directors and approved by the affirmative vote of at
least each of the following:





(a)           80%
of the votes entitled to be cast by outstanding shares of voting stock of the
Corporation voting together as a single voting group.





(b)           Two-thirds
of the votes entitled to be cast by holders of voting stock other than voting
stock held by the interested shareholder who is or whose affiliate is a party to
the business combination or an affiliate or associate of the interested
shareholder, voting together as a single voting group.





Section
3.                      When Voting Requirements Not
Applicable.





(a)           Definitions. For
purposes of subsection (b) of this section, the following terms shall have the
indicated meanings:





(1)           "Announcement
date" means the first general public announcement of a proposal or intention to
make a proposal of a business combination or its first communication generally
to shareholders of the Corporation, whichever is earlier.





(2)           "Determination
date" means the date on which an interested shareholder first became an
interested shareholder.





(3)           "Valuation
date" means the following:





(A)           For
a business combination voted upon by shareholders, the later of (i) the day
before the day of the shareholders' vote or (ii) the day 20 days before the
consummation of the business combination.





(B)
            For
      a business combination not voted upon by shareholders, the date of the
      consummation of the business
combination.









(b)           Conditions. The vote
required by section 2 of this article X shall not apply to a business
combination, as defined in section 1 of this article X, if each of the following
conditions is met:





(1
)           The aggregate
amount of the cash and the market value as of the valuation date of
consideration other than cash to be received per share by holders of common
stock in such business combination is at least equal to the highest of the
following:





(A)
            The
      highest per share price, including any brokerage commissions, transfer
      taxes, and soliciting dealers' fees, paid by the interested shareholder
      for any shares of common stock of the same class or series that he
      acquired:





(i)           within
the two-year period immediately before the announcement date of the proposal of
the business combination; or





(ii)           in
the transaction in which he became an interested shareholder, whichever is
higher; or





(B)           The
market value per share of common stock of the same class or series on the
announcement date or on the determination date, whichever is higher;
or





(C)
            The
      price per share equal to the market value per share of common stock of the
      same class or series determined pursuant to subparagraph (B) immediately
      preceding, multiplied by the fraction
of:





(i)           The
highest per share price, including any brokerage commissions, transfer taxes,
and soliciting dealers' fees, paid by the interested shareholder for shares of
common stock of the same class or series that he acquired within the two-year
period immediately before the announcement date, over





(ii)           The
market value per share of common stock of the same class or series on the first
day in such two-year period on which the interested shareholder acquired shares
of common stock.





(2)           The
aggregate amount of the cash and the market value as of the valuation date of
consideration other than cash to be received per share by holders of shares of
any class or series of outstanding stock other than common stock is at least
equal to the highest of the following, whether or not the interested shareholder
has previously acquired shares of a particular class or series of
stock:





(A)           The
highest per share price, including any brokerage commissions, transfer taxes,
and soliciting dealers' fees, paid by the interested shareholder for any shares
of such class of stock that he acquired:










(i) within the two-year period
immediately before the announcement date of the proposal of the business
combination; or





(ii) in the transaction in which he
became an interested shareholder, whichever is higher; or





(B)           The
highest preferential amount per share to which the holders of shares of such
class of stock are entitled in the event of voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation; or





(C)           The
market value per share of such class of stock on the announcement date or on the
determination date, whichever is higher; or





(D)
            The
      price per share equal to the market value per share of such class of stock
      determined pursuant to subparagraph (C) immediately preceding, multiplied
      by the fraction of:





(i)           The
highest per share price, including any brokerage commissions, transfer taxes,
and soliciting dealers' fees, paid by the interested shareholder for such shares
of voting stock acquired by him within the two-year period immediately before
the announcement date, over





(ii)           The
market value per share of the same class of voting stock on the first day on
such two-year period on which the interested shareholder acquired shares of the
same class of voting stock.





(3)           The
consideration to be received by holders of any class or series of outstanding
stock is to be in cash or in the same form as the interested shareholder
previously paid for shares of the same class or series of stock. If the
interested shareholder has paid for shares of any class of stock with varying
forms of consideration, the form of consideration for such class of stock shall
be either cash or the form used to acquire the largest number of shares of such
class or series of stock that he previously acquired.





(4)           (A)           After
the interested shareholder has become an interested shareholder and before the
consummation of such business combination:





(i)           There
shall have been no failure to declare and pay at the regular date therefor any
full periodic dividends, cumulative or not, on any outstanding preferred stock
of the Corporation;





(ii)           There
shall have been:





(aa)           No
reduction in the annual rate of dividends paid on any class or series of stock
of the Corporation that is not preferred stock except as necessary to reflect
any subdivision of such stock; and












(bb)           An
increase in such annual rate of dividends as shall have been necessary to
reflect reclassification, including reverse stock split, recapitalization,
reorganization, or similar transaction, which shall have the effect of reducing
the number of outstanding shares of such stock; and





(iii)
            The
      interested shareholder did not become the beneficial owner of additional
      shares of stock of the Corporation except as part of the transaction which
      resulted in such interested shareholder's becoming an interested
      shareholder or by virtue of proportionate stock splits or stock
      dividends.





(B)           The
provisions of (i) and (ii) of subparagraph (A) shall not apply if neither an
interested shareholder nor an affiliate or associate of an interested
shareholder voted as a director of the Corporation in a manner inconsistent with
(i) and (ii), and the interested shareholder, within 10 days after an act or
failure to act inconsistent with such subparagraphs, shall have notified the
board of directors of the Corporation in writing that the interested shareholder
disapproves thereof and requests in good faith that the board of directors
rectify such act or failure to act.





(5)           After
the interested shareholder has become an interested shareholder, the interested
shareholder may not have received the benefit, directly or indirectly, except
proportionately as a shareholder, of loans, advances, guarantees, pledges, or
other financial assistance, or tax credits or other tax advantages, provided by
the Corporation or any of its subsidiaries, whether in anticipation of or in
connection with such business combination or otherwise.





(c)           Other
Provisions.





(1)           Section
2 of this article X shall not apply to a business combination with a particular
interested shareholder or his existing or future affiliates that has been
approved or exempted therefrom by resolution of the board of directors of the
Corporation; provided, however, that any such resolution shall have been adopted
before the time that such interested shareholder first became an interested
shareholder.





(2)           Unless
by its terms a resolution adopted under this subsection is made irrevocable, it
may be altered or repealed by the board of directors, but this shall not affect
a business combination that has been consummated or is the subject of an
existing agreement entered into before the alteration or repeal.




















ARTICLE
XI




Notices





Section
1.                      Manner of Giving
Notice. Notice required to be given under the provisions of these bylaws
to a director, officer, or shareholder shall not be construed to mean personal
notice, but may be given by depositing written or printed notice in a post
office or letter box in a postpaid wrapper addressed to such director, officer,
or shareholder at such address as appears on the books of the Corporation, such
notice to be deemed to have been given at the time when the same shall have been
thus mailed; or, if such person has provided a telecommunications address to the
Corporation, such notice may be given by prepaid written telecommunication
sent  to such address and in such event shall be deemed to have been
given at the time when the same shall have been transmitted.





Section
2.                      Waiver of Notice. Any
shareholder, officer, or director may waive, in writing or by written
telecommunication, whether before or after the time stated, any notice required
to be given under these bylaws.





ARTICLE
XII




Miscellaneous





Section
1.                      Fiscal Year. The
fiscal year of the Corporation shall begin on the first day of January and end
on the last day of December in each year.





Section
2.                      Checks and Drafts.
All checks, drafts, and orders for the payment of money shall be signed by the
treasurer, in person or by facsimile or other authorized means, or by such other
officer or officers or agents as the board of directors may from time to time
designate. No check shall be signed in blank.





Section
3.                      Books and Records.
The books, accounts, and records of the Corporation shall, subject to the
limitations fixed by law, be open to inspection by the shareholders at such
times and subject to such regulations as the board of directors may
prescribe.





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
XIII




Amendment
of Bylaws





Section
1.                      Voting. These bylaws
may be amended, repealed, or supplemented at any regular meeting of the board of
directors, or at any special meeting called for such purpose, by the affirmative
vote of a majority of the board of directors, or by unanimous written consent;
provided, however, that in each instance an amendment, repeal, or supplement
shall not be inconsistent with the law or the articles of incorporation of the
Corporation and shall be subject to the power of the shareholders to amend,
repeal, or supplement the bylaws so made but only upon the affirmative vote of
at least 80% of all shares of capital stock entitled to vote
thereon.





Section
2.                      Shareholder
Proposals. No proposal by a shareholder to amend, repeal, or supplement
the bylaws of the Corporation may be voted upon at a meeting of shareholders
unless, at least 180 days before such meeting of shareholders, such shareholder
shall have delivered in writing to the secretary of the Corporation (a) notice
of such proposal and the text of the proposed amendment, repeal, or supplement,
(b) evidence, reasonably satisfactory to the secretary of the Corporation, of
such shareholder's status as such and of the number of shares of each class of
capital stock of the Corporation of which such shareholder is the beneficial
owner, (c) a list of the names of other beneficial owners of shares of the
capital stock of the Corporation, if any, with whom such shareholder is acting
in concert, and the number of shares of each class of capital stock of the
Corporation 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 Corporation, 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 Corporation
or the laws of the State of Louisiana. Within 30 days after such shareholder
shall have submitted the aforesaid items, the secretary and the board of
directors of the Corporation 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 Corporation determine 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
Corporation at such meeting of shareholders. Beneficial ownership shall be
determined in accordance with section 1 of article X of these
bylaws.





Section
3.                      Effective Date. No
amendment or supplement to or repeal of any of the following provisions of these
bylaws, whether resulting from action of the directors or the shareholders,
shall take effect until the later of (i) one year following the adoption of such
amendment, supplement, or repeal, or (ii) 10 days after the adjournment sine die
of the annual meeting of shareholders next succeeding the adoption of such
amendment, supplement, or repeal:





Article II, section 2;


Article II, section 8;


Article X; and


Article XIII.









ARTICLE
XIV




Other
Amendments to Bylaws





Section
1.                      Effective Date. No
amendment or supplement to or repeal of any of the following provisions of these
bylaws, whether resulting from action of the directors or the shareholders,
shall take effect until the later of (i) one year following the adoption of such
amendment, supplement, or repeal, or (ii) 10 days after the adjournment sine die
of the annual meeting of shareholders next succeeding the adoption of such
amendment, supplement, or repeal:





Article II, section 4;


Article II, section 5;


Article II, section 7;


Article II, section 9;


Article III, section 1;


Article III, section 2;
and


Article XIV;





provided,
however, that the board of directors shall have the power at any time, free from
the foregoing restrictions, but subject to the provisions of subsection (g) of
section 1 of article III of these bylaws, to amend or otherwise change
subsections (a) and (d)(1) of section 1 of article III of these bylaws, and,
with respect to any amendments to or changes in such subsection (d)(1), to make
appropriate conforming changes in such section 1.





ARTICLE
XV




Control
Share Acquisition Statute





Section
1.                      Pursuant
to Section 136 of the Louisiana Business Corporation Law, the provisions of
Sections 135 through 140.2 of the Louisiana Business Corporation Law, enacted as
part of Title 12 of the Louisiana Revised Statutes, shall not apply to "control
share acquisitions" (as defined therein) of this Corporation.