**BYLAWS**





**OF**





**CLECO
      CORPORATION**





**(Revised
      effective April 21, 2006)**




















ARTICLE
                  I -Registered Office; Registered Agents; Corporate Seal
              1Section
                  1.Registered
                  Office and Registered Agents
              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
              2(c)Adjournments
              2Section
                  3.Annual
                  Meeting
              2Section
                  4.Special
                  Meeting
              2Section
                  5.Conduct
                  of Meetings
              3Section
                  6.Voting
              5Section
                  7.Notice
              5Section
                  8.Amendment
                  of Articles of Incorporation
              7(a)Shareholder
                  Proposals
              7(b)Effectiveness
              7Section
                  9.Effectiveness
                  of Other Amendments to Articles of Incorporation
              8ARTICLE
                  III - Directors
              9Section
                  1.Certain
                  General Provisions
              9(a)Number
              9(b)Classification
              9(c)Nominations
              9(d)Qualifications;
                  Declaration of Vacancy
              10(e)Removal
              12(f)Powers
              13(g)Change
                  in Number of Directors
              13(h)Rights
                  of Preferred Shareholders, etc
              13Section
                  2.Filling
                  of
                  Vacancies
              13Section
                  3. Annual and Regular Meetings
              14Section
                  4.Special
                  Meetings
              14Section
                  5.Place
                  of Meetings; Telephone Meetings
              14Section
                  6.Quorum
              14Section
                  7.Compensation
              15Section
                  8.Committees
              15
  i
 
 ARTICLE
                  IV - Indemnification
              15Section
                  1.Right
                  to Indemnification - General
              15Section
                  2. Certain Provisions Respecting Indemnification for
                  and
                advancement
                  of Expenses
              16Section
                  3.Procedure
                  for Determination of Entitlement to Indemnification
              16Section
                  4.Presumptions
                  and Effect of Certain Proceedings
              17Section
                  5.Right
                  of Claimant to Bring Suit
              18Section
                  6.Non-Exclusivity
                  and Survival of Rights
              19Section
                  7.Definitions
              20ARTICLE
                  V - Executive Committee
              21Section
                  1.Election
                  and Tenure
              21Section
                  2.Executive
                  Committee
              21Section
                  3.Meetings
              21Section
                  4.Compensation
              21ARTICLE
                  VI - Audit Committee
              21Section
                  1.Election
                  and Tenure
              21Section
                  2.Audit
                  Committee
              21Section
                  3.Meetings.
              22Section
                  4.Compensation
              22ARTICLE
                  VII - Compensation
                  Committee
              22Section
                  1.Election
                  and Tenure
              22Section
                  2.Compensation
                  Committee
              22Section
                  3.Meetings
              22Section
                  4.Compensation
              22ARTICLE
                  VII.A. - Nominating / Governance
                  Committee
              23Section
                  1.Election
                  and Tenure
              23Section
                  2.Nominating
                  / Governance Committee
              23Section
                  3.Meetings
              23Section
                  4.Compensation
              23
   ii
 
 ARTICLE
                  VIII - Officers
              23Section
                  l.Election,
                  Tenure, and Compensation
              23Section
                  2.Powers
                  and Duties of Chairman of Board of Directors
              24Section
                  3.Powers
                  and Duties of President
              24Section
                  4.Powers
                  and Duties of Vice President
              24Section
                  5.Powers
                  and Duties of Secretary
              24Section
                  6.Powers
                  and Duties of Treasurer
              24Section
                  7.Delegation
                  of Duties
              25ARTICLE
                  IX - Capital Stock
              25Section
                  l.Stock
                  Certificates
              25Section
                  2.Lost
                  or Destroyed Certificates
              25Section
                  3.Transfer
                  of Shares
              26Section
                  4.Dividends
              26Section
                  5.Closing
                  Transfer Books; Fixing Record Date
              26ARTICLE
                  X - Fair-Price Provisions
              26Section
                  1.Definitions
              26Section
                  2.Vote
                  Required in Business Combinations
              30Section
                  3.When
                  Voting Requirements Not Applicable
              30(a)Definitions
              30(b)
                  Conditions
              31(c)Other
                    Provisions
              33ARTICLE
                  XI - Notices
              34Section
                  1Manner
                  of Giving Notice
              34Section
                  2.Waiver
                  of Notice
              34ARTICLE
                  XII - Miscellaneous
              34Section
                  1.Fiscal
                  Year
              34Section
                  2.Checks
                  and Drafts
              34Section
                  3.Books
                  and Records
              34Section
                  4.Separability
              35
 
  iii
  ARTICLE
                  XIII - Amendment of
                  Bylaws
              35Section
                  1.Voting
              35Section
                  2.Shareholder
                  Proposals
              35Section
                  3.Effective
                  Date
              36ARTICLE
                  XIV - Other Amendments to
                  Bylaws
              36Section
                  1.Effective
                  Date
              36ARTICLE
                  XV - Control Share Acquisition
                  Statute
              36Section
                  1.
              36


iv


BYLAWS





OF





CLECO
      CORPORATION








ARTICLE
      I




Registered
      Office; Registered Agents; Corporate Seal




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





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





ARTICLE
      II




Shareholders





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





Section
      2.   Quorum;
      Adjournment of Meetings .





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





(b)  Special
      Rule .
      At a
      meeting of shareholders at least one purpose of which is to amend or repeal
      a
      provision of or to supplement these bylaws or the articles of incorporation
      of  the Corporation or to act on a merger, consolidation, reclassification,
      repurchase, or exchange of






1


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





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





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





Section
      4.  Special
      Meeting .





(a)  Special
      meetings of the shareholders for any purpose or purposes may be called
      by  the chief executive officer or president, by a majority of the
      board of directors, or by a majority of the executive committee, if any, of
      the
      board of directors; provided, however, that if and whenever




2


dividends
      payable on any series of the Corporation’s preferred stock shall be in default
      in an amount equal to the aggregate dividends payable in any period of 12
      consecutive calendar months, a special meeting shall be called on the demand
      in
      writing of the holders of record of a majority of the outstanding shares of
      preferred stock; and, provided further, that a special meeting of shareholders
      may be called by a shareholder or shareholders as provided in the Corporation’s
      articles of incorporation, these bylaws, or otherwise by law.





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





Section
      5.  Conduct of
      Meetings. Meetings of shareholders shall be presided over by the chief
      executive officer or president of the Corporation or, if the chief executive
      officer or president is not present at a meeting, by such other person as the
      board of directors shall designate or, if no such person is designated by the
      board of directors, the most senior officer of the Corporation present at the
      meeting. The secretary of the Corporation, if present, shall act as secretary
      of
      each meeting of shareholders; if he is not present at a meeting, then such
      person as may be designated by the presiding officer shall act as secretary
      of
      the meeting. Meetings of shareholders shall follow reasonable and fair
      procedure. Subject to the foregoing, the conduct of any meeting of shareholders
      and the determination of procedure and rules shall be within the absolute
      discretion of the presiding officer (the “Chairman of the Meeting”), and there
      shall be no appeal from any ruling of the Chairman of the Meeting with respect
      to procedure or rules. Accordingly, in any meeting of shareholders or part
      thereof, the Chairman of the Meeting shall have the sole power to determine
      appropriate rules or to dispense with theretofore prevailing rules. Without
      limiting the foregoing, the following rules shall apply:




3


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





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





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





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


The
      duties of these inspectors shall be as follows:





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





(2)  Receive
      votes or ballots;





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





(4)  Count
      and
      tabulate all votes;





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




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


4


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





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





Section
      7.  Notice .





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





(b)  Except
      as
      provided in subsection (c) of this section, to be properly brought before any
      meeting of the shareholders, business must be either (i) specified in the notice
      of meeting (or any supplement thereto) given by or at the direction of the
      board
      of directors pursuant to subsection (a) of this section 7, (ii) otherwise
      properly brought before the meeting by or at the direction of the board of
      directors, or (iii) otherwise properly brought before the meeting by a
      shareholder. In addition to any other applicable requirements, including
      (without limitation) requirements imposed by federal securities laws pertaining
      to proxies, for business to be properly brought before any meeting by a
      shareholder, the shareholder must have given timely notice thereof in writing
      to
      the secretary of the Corporation. To be timely, a shareholder’s notice must be
      delivered to or mailed and received at the principal executive offices of the
      Corporation at least 120 days prior to the meeting; provided, however, that
      in
      the event that less than 135 days’ notice or prior public disclosure of the date
      of any meeting of shareholders is given or made to shareholders by the
      Corporation, notice by the shareholder to be timely must be so received not
      later than the close of business of the 15th day following the day on which
      such
      notice of the date of the meeting was mailed or such public disclosure was
      made,
      whichever first occurs. A shareholder’s notice to the secretary of the
      Corporation shall set forth in writing as to each matter




5


the
      shareholder proposes to bring before any meeting of the shareholders (i) a
      brief
      description of the business desired to be brought before the meeting and the
      reasons for conducting such business at the meeting, (ii) the name and record
      address of the shareholder proposing such business, (iii) the name of all other
      persons with whom the shareholder is acting in concert, (iv) the class and
      number of shares of the Corporation which are beneficially owned by the
      shareholder, (v) the class and number of shares of the Corporation which are
      beneficially owned by each such person with whom the shareholder is acting
      in
      concert, and (vi) any material interest of the shareholder, or any such person
      with whom the shareholder is acting in concert, in such business. Beneficial
      ownership shall be determined in accordance with section 1 of article X of
      these
      bylaws.





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





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





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





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





Article
      II, section 8(a);


Article
      III, section 1(c);


Article
      III, section 1(e); and


Article
        XIII, section 2.




6


Section
      8.  Amendment
      of Articles of Incorporation .





(a)  Shareholder
      Proposals .
      No
      proposal by a shareholder to amend or supplement the articles of incorporation
      of the Corporation shall be voted upon at a meeting of shareholders unless,
      at
      least 180 days before such meeting of shareholders, such shareholder shall
      have
      delivered in writing to the secretary of the Corporation (i) notice of such
      proposal and the text of such amendment or supplement, (ii) evidence, reasonably
      satisfactory to the secretary of the Corporation, of such shareholder’s status
      as such and of the number of shares of each class of the capital stock of the
      Corporation beneficially owned by such shareholder, (iii) a list of the names
      of
      other beneficial owners of shares of the capital stock of the Corporation,
      if
      any, with whom such shareholder is acting in concert, and of the number of
      shares of each class of the capital stock of the Corporation beneficially owned
      by each such beneficial owner, and (iv) an opinion of counsel, which counsel
      and
      the form and substance of which opinion shall be reasonably satisfactory to
      the
      board of directors of the Corporation, to the effect that the articles of
      incorporation of the Corporation, as proposed to be so amended or supplemented,
      would not be in conflict with the laws of the State of Louisiana. Within 30
      days
      after such shareholder shall have delivered the aforesaid items to the secretary
      of the Corporation, the secretary and the board of directors of the Corporation
      shall respectively determine whether the items to be ruled upon by them are
      reasonably satisfactory and shall notify such shareholder in writing of their
      respective determinations. If such shareholder fails to submit a required item
      in the form or within the time indicated, or if the secretary or the board
      of
      directors of the Corporation determines that the items to be ruled upon by
      them
      are not reasonably satisfactory, then such proposal by such shareholder may
      not
      be voted upon by the shareholders of the Corporation at such meeting of
      shareholders. Beneficial ownership shall be determined in accordance with
      section 1 of article X of these bylaws.





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





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





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





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




7


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





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





(1)  the
      number of directors of the Corporation;





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





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





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





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





(6)  power
      of
      directors of the Corporation;





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





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





(9)  the
      calling of special meetings of shareholders;





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




8





(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 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




9


principal
      occupation or employment of each such proposed nominee, and (z) the number
      of
      shares of capital stock beneficially owned by each such proposed nominee, and
      (3) a notarized affidavit executed by each such proposed nominee to the effect
      (x) that, if elected as a member of the board of directors, he will serve,
      (y)
      that he has reviewed the provisions of section 1 of this article III of these
      bylaws, and (z) that he is eligible for election as a member of the board of
      directors. Within 30 days after the Nominator has submitted the aforesaid items
      to the secretary of the Corporation, the secretary of the Corporation shall
      determine whether the evidence of the Nominator's status as a shareholder
      submitted by the Nominator is reasonably satisfactory and shall notify the
      Nominator in writing of his determination with respect thereto. The failure
      of
      the secretary of the Corporation to find such evidence reasonably satisfactory,
      or the failure of the Nominator to submit the requisite information in the
      form
      or within the time indicated, shall make the person to be nominated ineligible
      for nomination at the meeting of shareholders at which such person is proposed
      to be nominated. Beneficial ownership shall be determined in accordance with
      section 1 of article X of these bylaws.





(d)  Qualifications;
      Declaration of Vacancy .





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





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





(3)  No
      person
      shall be eligible for election or reelection or to continue to serve as a member
      of the board of directors who is an officer, director, agent, representative,
      partner, employee, or nominee of, or otherwise acting at the direction of,
      or
      acting in concert with, (y) a "public utility company" (other than one that
      is
      an “affiliate” of the Corporation) or "holding company" (other than one that is
      an “affiliate” of the Corporation) as such terms are defined in the Public
      Utility Holding Company Act of 1935, as amended, or "public utility" (other
      than
      one that is an “affiliate” (as defined in 18
      C.F.R.
§161.2) of the Corporation) as such term is defined in Section 201(e) of the
      Federal Power Act of 1920, as amended, or (z) an "affiliate" (as defined in
      17
      C.F.R. § 230.405) under the Securities Act of 1933, as amended) of any of the
      persons or entities specified in clause (y) immediately
      preceding.




10


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





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





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





(6)  Without
      limiting the ability of the board of directors as provided by applicable law
      to
      declare vacant the position of a director on the board of directors, if a member
      of the board of directors has been adjudged by a court of competent jurisdiction
      to be guilty of fraud, criminal conduct (other than minor traffic violations),
      gross abuse of office amounting to a breach of trust, or similar misconduct,
      and
      no appeal (or further appeal) therefrom is permitted under applicable law,
      the
      other directors then in office, by unanimous vote, may declare the position
      occupied by such director vacant, and such other directors may fill such vacancy
      as provided in section 2 of this article III of these bylaws.




11


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





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





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




12


(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 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,




13


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




14


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.




15


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 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




16


provided
      in paragraph (d) of this section, in a written opinion.





(c)  If
      the
      determination of entitlement to indemnification is to be made by Independent
      Counsel in the absence of a Change of Control, the Corporation shall furnish
      notice to the claimant within ten days after receipt of the application for
      indemnification specifying the identity and address of Independent Counsel.
      The
      claimant may, within fourteen days after receipt of such written notice of
      selection, deliver to the Corporation a written objection to such selection,
      subject to paragraph (e) of this section. If such an objection is made, either
      the Corporation or the claimant may petition any court of competent jurisdiction
      for a determination that the objection has no reasonable basis or for the
      appointment as Independent Counsel of counsel selected by the court.





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





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




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





Section
      4.  Presumptions
      and Effect of Certain Proceedings .





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




17


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





Section
      5.  Right
      of Claimant to Bring Suit .





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




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




18


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





The
      Corporation may procure or maintain insurance or other similar arrangement,
      at
      its expense, to protect itself and any director, officer, employee or agent
      of
      the Corporation or other corporation, partnership, joint venture, trust or
      other
      enterprise against any expense, liability or loss asserted against or incurred
      by such person, whether or not the Corporation would have the power to indemnify
      such person against such expense or liability.





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





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




19


Section
      7.  Definitions .
      For
      purposes of this article:





(a)  "Change
      of Control" means the occurrence of any of the following events or
      circumstances: (1) there shall have occurred an event required to be reported
      in
      response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to
      any
      similar item on any similar schedule or form) promulgated under the Securities
      Exchange Act of 1934, as amended (the "Act"), whether or not the Corporation
      is
      then subject to such reporting requirement; (2) (i) any "person" (as such term
      is used in Section 13(d) and 14(d) of the Act) shall have become the “beneficial
      owner”, (as defined in Rule 13d-3 under the Act), directly or indirectly, of
      securities of the Corporation representing 30% or more of the combined voting
      power of the Corporation's then outstanding voting securities without the prior
      approval of at least two-thirds of the members of the board of directors in
      office immediately before such person's attaining such percentage interest;
      (3)
      the Corporation is a party to a merger, consolidation, sale of assets or other
      reorganization, or the subject of a proxy contest, as a consequence of which
      members of the board of directors in office immediately before such transaction
      or event constitute less than a majority of the board of directors thereafter;
      (4) during any period of two consecutive years, individuals who at the beginning
      of such period constituted the board of directors (including for this purpose
      any new director whose election or nomination for election by the Corporation's
      shareholders was approved by a vote of at least two-thirds of the directors
      then
      still in office who were directors at the beginning of such period) cease for
      any reason to constitute at least a majority of the board of directors.





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





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





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





20


ARTICLE
      V




Executive
      Committee





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








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








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








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








ARTICLE
      VI




Audit
      Committee





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





Section
      2.  Audit
      Committee . Subject
      to the provisions of subsection (f) of section 1 of article III of these bylaws,
      the audit committee shall have a charter that will be approved, and




21


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.





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.




22


Article
      VII.A.





Nominating/Governance
      Committee





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





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





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





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








ARTICLE
      VIII




Officers





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




23


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




Section 6. Powers
      and Duties of Treasurer.
      The
      treasurer shall have custody of the funds and securities of the Corporation,
      shall keep full and accurate accounts of receipts and disbursements in books
      belonging to the Corporation, and shall deposit or cause to be deposited all




24


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 .
      Certificates representing shares of the capital stock of the Corporation shall
      be signed by the chief executive officer, the president or one of the vice
      presidents of the Corporation and also by the secretary or an assistant
      secretary, or the treasurer or an assistant treasurer. Such certificates shall
      have affixed an impression of the seal of the Corporation. Where such
      certificates are countersigned by a transfer agent and by a registrar, both
      of
      which may be the same institution, the signatures of such officers and the
      seal
      of the Corporation thereon may be facsimiles, engraved or printed. If an officer
      of the Corporation who shall have signed a certificate of capital stock, or
      whose facsimile signature has been affixed for such purpose, shall cease to
      be
      such officer of the Corporation before the stock certificate so signed shall
      have been issued by the Corporation, such stock certificate may nevertheless
      be
      issued and delivered with the same force and effect as though the person who
      signed such certificate or whose facsimile signature has been affixed for such
      purpose had not ceased to be such officer of the Corporation.




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




25


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 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 certificates
      shall thereupon be issued, representing the shares so transferred. A record
      shall be made of each transfer.





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





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








ARTICLE
      X




Fair-Price
      Provisions





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




(a)  "Affiliate,"
        including the term "affiliated person," means a person that directly or
        indirectly through one or more intermediaries controls, is controlled by,
        or is
        under common control with, a specified person.
 
 (b)  “Associate,”
        when used to indicate a relationship with any person, means any of the
        following:




26


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





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





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





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


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





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





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





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





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





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





(1)  Except
      for a merger, consolidation, or share exchange that does not alter the
      contract rights of the stock as expressly set forth in the articles of
      incorporation of the Corporation or change or convert in whole or in part the
      outstanding shares of the Corporation, any merger, consolidation, or share
      exchange of the Corporation or any subsidiary with: 
 (A)  An
        interested shareholder; or






27


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





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





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





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





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




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




(f)"Control,"
      including the terms "controlling," "controlled by," and "under common control
      with," means the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management and policies of a person, whether through
      the ownership of voting securities, by contract, or otherwise. The beneficial
      ownership of 10% or more of the votes entitled to be cast of a corporation’s
      voting stock creates a presumption of control.




28


(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.




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





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





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





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





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





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








Section
      3.  When
      Voting Requirements Not Applicable .





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





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




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




(3)"Valuation
      date" means the following:


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




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





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





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





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





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





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





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





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





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




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





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




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of
      a particular class or series of stock:





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





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





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





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




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





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





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





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




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




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


(i)  There
        shall have been no failure to declare and pay at the






32


regular
      date therefor any full periodic dividends, cumulative or not, on any outstanding
      preferred stock of the Corporation;





(ii)  There
      shall have been:





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





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





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





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




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




(c)Other
      Provisions.




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






33


interested
      shareholder first became an interested shareholder.





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





ARTICLE
      XI




Notices





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





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





ARTICLE
      XII




Miscellaneous




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





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





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





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








ARTICLE
      XIII




Amendment
      of Bylaws





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





Section
      2.  Shareholder
      Proposals .
      No
      proposal by a shareholder to amend, repeal, or supplement the bylaws of the
      Corporation may be voted upon at a meeting of shareholders unless, at least
      180
      days before such meeting of shareholders, such shareholder shall have delivered
      in writing to the secretary of the Corporation (a) notice of such proposal
      and
      the text of the proposed amendment, repeal, or supplement, (b) evidence,
      reasonably satisfactory to the secretary of the Corporation, of such
      shareholder's status as such and of the number of shares of each class of
      capital stock of the Corporation of which such shareholder is the beneficial
      owner, (c) a list of the names of other beneficial owners of shares of the
      capital stock of the Corporation, if any, with whom such shareholder is acting
      in concert, and the number of shares of each class of capital stock of the
      Corporation beneficially owned by each such beneficial owner, and (d) an opinion
      of counsel, which counsel and the form and substance of which opinion shall
      be
      reasonably satisfactory to the board of directors of the Corporation, to the
      effect that the bylaws (if any) resulting from the adoption of such proposal
      would not be in conflict with the articles of incorporation of the Corporation
      or the laws of the State of Louisiana. Within 30 days after such shareholder
      shall have submitted the aforesaid items, the secretary and the board of
      directors of the Corporation shall respectively determine whether the items
      to
      be ruled upon by them are reasonably satisfactory and shall notify such
      shareholder in writing of their respective determinations. If such shareholder
      fails to submit a required item in the form or within the time indicated, or
      if
      the secretary or the board of directors of the Corporation determine that the
      items to be ruled upon by them are not reasonably satisfactory, then such
      proposal by such shareholder may not be voted upon by the shareholders of the
      Corporation at such meeting of shareholders. Beneficial ownership shall be
      determined in accordance with section 1 of article X of these bylaws.




35


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





Article
      II, section 2;


Article
      II, section 8;


Article
      X; and


Article
      XIII.





ARTICLE
      XIV




Other
      Amendments to Bylaws





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





Article
      II, section 4;


Article
      II, section 5;


Article
      II, section 7;


Article
      II, section 9;


Article
      III, section 1;


Article
      III, section 2; and


Article
      XIV;





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





ARTICLE
      XV




Control
      Share Acquisition Statute





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




36