**Exhibit
        3.1**
 
 
 
 
 
 **BYLAWS**
 
 **OF**
 
 **CLECO
        CORPORATION**
 
 **(Revised
        effective July 20, 2007)**
    
 
 ARTICLE
                  I
              Registered
                  Office; Registered Agents; Corporate Seal
              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
              14Section
                  1.
              Right
                  to Indemnification – General
              14
   i
 
 Section
                  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
              19ARTICLE
                  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
              23ARTICLE
                  IX
              Capital
                  Stock
              23
  ii
 Section
                  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
              28(c)
              Other
                  Provisions
              31ARTICLES
                  XI
              Notices
              31Section
                  1.
              Manner
                  of Giving Notice
              31Section
                  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
              32Section
                  1.
              Voting
              32Section
                  2.
              Shareholder
                  Proposals
              32Section
                  3.
              Effective
                  Date
              33ARTICLE
                  XIV
              Other
                  Amendments to Bylaws
              33Section
                  1.
              Effective
                  Date
              33ARTICLE
                  XV
              Control
                  Share Acquisition Statute
              34Section
                  1.
              
              34
 
 iii
 
 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
  1
  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.
 2
 
 (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
  3
  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
 4
  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
 5
 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
 6
  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;
 7
 (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 10 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
 8
  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.
  9
 
 (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
  10
  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
 11
  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 these bylaws,
          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
 12
  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.
 
 Other
        regular meetings of the board of
        directors shall be held on the fourth Friday in January and on the third
        Friday
        after the first Monday in the months of 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
 13
  notwithstanding
        the subsequent withdrawal of enough directors to leave less than a quorum
        or the
        refusal of any director present to vote.
 
 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
 14
  hereinafter
        defined) actually and reasonably incurred by him or on his behalf in connection
        with serving as a witness.
 
 (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
 15
 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
 16
  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
 17
  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
 18
 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
 19
  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 general terms, the functions of the committee shall be
        those as set forth in the charter.
  20
 
 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.
 21
 
 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
        or****more 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
 22
 
 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
 23
 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:
 24
 (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
 25
  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
 26
  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
 27
  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:
 28
  (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
 29
  (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
 30
  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
 31
  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,
 32
  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;
 33
  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.
  34