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**EXHIBIT 3(a)**

** **

**BYLAWS   **

**OF**

**CLECO CORPORATION**

** **

**(Revised effective  October 24, 2003)**

** **

** **

ARTICLE I - Registered Office;Registered Agents; Corporate Seal ................................................. 1

Section 1.   RegisteredOffice and Registered Agents.............................................................. 1

Section 2.   Corporate Seal.................................................................................................... 1

ARTICLE II - Shareholders.............................................................................................................. 1

Section 1.   Place ofHolding Meetings................................................................................... 1

Section 2.   Quorum;Adjournment of Meetings...................................................................... 1

(a)  General Rule........................................................................................................ 1

(b)  Special Rule........................................................................................................ 2

(c)  Adjournments...................................................................................................... 2

Section 3.   Annual Meeting................................................................................................... 2

Section 4.   Special Meeting................................................................................................... 3

Section 5.   Conduct of Meetings........................................................................................... 3

Section 6.  Voting.................................................................................................................. 5

Section 7.  Notice.................................................................................................................. 6

Section 8.   Amendment ofArticles of Incorporation............................................................... 8

(a)  Shareholder Proposals......................................................................................... 8

(b)  Effectiveness........................................................................................................ 8

Section 9.   Effectivenessof Other Amendments to Articles of Incorporation........................... 9

ARTICLE III - Directors................................................................................................................. 10

Section 1.  Certain GeneralProvisions.................................................................................. 10

(a)  Number............................................................................................................. 10

(b)  Classification..................................................................................................... 10

(c)  Nominations...................................................................................................... 10

(d)  Qualifications;Declaration of Vacancy............................................................... 11

(e)  Removal............................................................................................................ 13

            (f)   Powers.............................................................................................................. 14

(g)  Change in Number ofDirectors.......................................................................... 15

(h)  Rights of PreferredShareholders, etc................................................................. 15

Section 2.  Filling ofVacancies............................................................................................. 15

Section 3.   Annual andRegular Meetings............................................................................. 15

Section 4.  Special Meetings................................................................................................ 16

Section 5.  Place ofMeetings; Telephone Meetings.............................................................. 16

Section 6.  Quorum............................................................................................................. 16

Section 7.  Compensation.................................................................................................... 16

Section 8.  Committees........................................................................................................ 17

ARTICLE IV - Indemnification........................................................................................................ 17

            Section 1.  Rightto Indemnification - General....................................................................... 17

Section 2.   CertainProvisions Respecting Indemnification for and

      Advancement ofExpenses................................................................................. 17

Section 3.  Procedure forDetermination of Entitlement to Indemnification.............................. 18

Section 4.   Presumptionsand Effect of Certain Proceedings................................................. 19

Section 5.  Right ofClaimant to Bring Suit............................................................................ 20

Section 6.  Non-Exclusivityand Survival of Rights................................................................ 21

Section 7.   Definitions......................................................................................................... 22

ARTICLE V - Executive Committee................................................................................................ 23

Section 1.   Election andTenure........................................................................................... 23

Section 2.  ExecutiveCommittee.......................................................................................... 23

Section 3.   Meetings........................................................................................................... 23

Section 4.  Compensation.................................................................................................... 23

ARTICLE VI - Audit Committee..................................................................................................... 23

Section 1.   Election andTenure........................................................................................... 23

Section 2.   Audit Committee............................................................................................... 24

Section 3.  Meetings. .......................................................................................................... 24

Section 4.  Compensation.................................................................................................... 24

ARTICLE VII - CompensationCommittee...................................................................................... 24

Section 1.   Election andTenure........................................................................................... 24

Section 2.   CompensationCommittee.................................................................................. 24

Section 3.   Meetings........................................................................................................... 24

Section 4.   Compensation................................................................................................... 25

ARTICLEVII.A. - Nominating / Governance Committee................................................................. 25

            Section1.  Election and Tenure............................................................................................ 25

            Section2.  Nominating / Governance Committee.................................................................. 25

            Section3.  Meetings............................................................................................................ 25

            Section4.  Compensation.................................................................................................... 25

ARTICLE VIII - Officers................................................................................................................ 25

Section l.    Election,Tenure, and Compensation.................................................................. 25

Section 2.  Powers andDuties of Chairman of Board of Directors........................................ 26

Section 3.  Powers and Dutiesof President.......................................................................... 26

Section 4.  Powers andDuties of Vice President.................................................................. 26

Section 5.  Powers andDuties of Secretary.......................................................................... 26

Section 6.  Powers andDuties of Treasurer.......................................................................... 27

Section 7.   Delegation ofDuties........................................................................................... 27

ARTICLE IX - Capital Stock.......................................................................................................... 28

Section l.    Stock Certificates.............................................................................................. 28

Section 2.   Lost orDestroyed Certificates........................................................................... 28

Section 3.   Transfer ofShares. ........................................................................................... 28

Section 4.   Dividends.......................................................................................................... 28

Section 5.   ClosingTransfer Books; Fixing Record Date...................................................... 29

ARTICLE X - Fair-PriceProvisions................................................................................................ 29

Section 1.  Definitions.......................................................................................................... 29

Section 2.   Vote Requiredin Business Combinations............................................................ 33

Section 3.  When VotingRequirements Not Applicable........................................................ 33

(a)  Definitions......................................................................................................... 33

(b)  Conditions......................................................................................................... 34

(c)  Other Provisions................................................................................................ 37

ARTICLE XI - Notices................................................................................................................... 37

Section 1.  Manner of GivingNotice.................................................................................... 37

Section 2.  Waiver of Notice................................................................................................ 37

ARTICLE XII - Miscellaneous........................................................................................................ 38

Section 1.  Fiscal Year......................................................................................................... 38

Section 2.   Checks andDrafts............................................................................................. 38

Section 3.   Books andRecords........................................................................................... 38

Section 4.  Separability........................................................................................................ 38

ARTICLE XIII - Amendment ofBylaws.......................................................................................... 38

Section 1.  Voting................................................................................................................ 38

Section 2.  ShareholderProposals........................................................................................ 38

Section 3.   Effective Date.................................................................................................... 39

ARTICLE XIV - Other Amendmentsto Bylaws.............................................................................. 39

Section 1.   Effective Date.................................................................................................... 39

ARTICLE XV - Control ShareAcquisition Statute........................................................................... 40

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BYLAWS

OF

CLECO CORPORATION

ARTICLE I

Registered Office; RegisteredAgents; Corporate Seal

                Section 1.         Registered Office and RegisteredAgent(s).  The registered office of the Corporation is 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226, and its registered agents are the president andchief executive officer of the Corporation, the general counsel, and themanager 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 otherplaces as the board of directors, the chief executive officer or the presidentmay from time to time designate.

            Section 2.         Corporate Seal.   The corporate seal of theCorporation 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 HoldingMeetings.   All meetings of theshareholders shall be held  at the principal office of the Corporation in theCity of Pineville, State of Louisiana, except in cases in which the noticesthereof designate some other place, which may be within or without the State ofLouisiana.

            Section2.          Quorum; Adjournment of Meetings.

            (a)        General Rule.   Except as otherwiseprovided in these bylaws, the presence in    person or by proxy at a meeting ofshareholders of the holders of record of a number of the shares of the capitalstock of the Corporation issued and outstanding and entitled to vote thereatthat represents a majority of the votes entitled to be cast thereat shallconstitute a quorum at such meeting.

            (b)        Special Rule.   At a meeting ofshareholders at least one purpose of which is to  amend or repeal a provisionof or to supplement these bylaws or the articles of incorporation of     theCorporation or to act on a merger, consolidation, reclassification, repurchase,or exchange of securities, transfer of all or substantially all of the assetsof the Corporation, dissolution,       "business combination" as defined inarticle X of these bylaws, or similar transaction, a quorum shall for allpurposes consist of the presence in person or by proxy at such meeting of theholders    of the number of the shares of the capital stock of the Corporationissued and outstanding and entitled to vote thereat that represents 80% of thevotes entitled to be cast thereat.  At a meeting described in the precedingsentence, the quorum for any class of shares entitled to vote as a class shallbe the holders of the number of shares of such class that represents 80% of thevotes entitled to be cast by all holders of all shares of such class.Notwithstanding the foregoing, if the change in the articles of incorporationor bylaws, merger, consolidation, reclassification, repurchase, or exchange ofsecurities, transfer of all or substantially all of the assets of theCorporation,  dissolution, "business combination" as defined in article X ofthese bylaws, or similar transaction in question shall have been approved, beforesubmission of a proposal relating thereto to a vote of shareholders, by atleast 80% of the "continuing directors" (hereinafter defined) of theCorporation, then, instead of subsection (b), subsection (a) of this section 2shall determine the quorum at the meeting of shareholders at which suchproposal is considered by shareholders.  For purposes of the preceding, a"continuing director" shall mean a director elected pursuant to a solicitationof proxies by the board of directors of the Corporation at an annual meeting ofshareholders held at least 90 days before the date of determination and who hasserved continuously since such election, or a director elected by continuingdirectors to fill a vacancy.

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

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

            Section4.         Special Meeting. 

            (a)        Specialmeetings of the shareholders for any purpose or purposes may be called by thechief executive officer or president, by a majority of the board of directors,or by a majority of the executive committee, if any, of the board of directors;provided, however, that if and whenever dividends payable on any series of theCorporation's preferred stock shall be in default in an amount equal to theaggregate dividends payable in any period of 12 consecutive calendar months, aspecial meeting shall be called on the demand in writing of the holders ofrecord of a majority of the outstanding shares of preferred stock; and,provided further, that a special meeting of shareholders may be called by ashareholder or shareholders as provided in the Corporation's articles ofincorporation, these bylaws, or otherwise by law.

            (b)        Anyshareholder requesting that a special meeting of shareholders be called (the"Requesting Person") shall, at the time of making the request, submit writtenevidence,   reasonably satisfactory to the secretary of the Corporation, thatthe Requesting Person is a shareholder of the Corporation and shall identify inwriting (i) the reason or reasons for which the special meeting is to becalled, (ii) the number of shares of each class of capital stock of theCorporation owned beneficially by the Requesting Person, (iii) all otherpersons with whom the Requesting Person is acting in concert, and (iv) thenumber of shares of capital stock beneficially owned by each such person withwhom the Requesting Person is acting in concert.  Within 15  days after theRequesting Person has submitted the aforesaid items to the secretary of theCorporation, the secretary of the Corporation shall determine whether theevidence of the Requesting Person's status as a shareholder submitted by theRequesting Person is reasonably satisfactory and shall notify the RequestingPerson in writing of his determination.  If the Requesting Person fails tosubmit the requisite information in the form or at the time indicated,    or ifthe secretary of the Corporation fails to find such evidence of shareholderstatus reasonably satisfactory, then the request to call a special meeting ofshareholders shall be deemed invalid (by reason of failure to comply with thesebylaws) and no special meeting of shareholders shall be held pursuant to suchrequest.  Beneficial ownership shall be determined in accordance with section 1of article X of these bylaws.  Nothing in this subsection (b) shall affect therights of the Corporation's shareholders as provided in section 3(b) of article6 of the Corporation's articles     of incorporation or as provided insubsection (a) immediately preceding with respect to the rights of theCorporation's preferred shareholders.

            Section 5.         Conduct of Meetings.  Meetings of shareholdersshall be presided over by the chief executive officer or president of theCorporation or, if the chief executive officer or president is not present at ameeting, by such other person as the board of directors shall designate or, ifno such person is designated by the board of directors, the most senior officerof 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 notpresent at a meeting, then such person as may be designated by the presidingofficer shall act as secretary of the meeting.  Meetings of shareholders shallfollow reasonable and fair procedure.  Subject to the foregoing, the conduct ofany meeting of shareholders and the determination of procedure and rules shallbe within the absolute discretion of the presiding officer (the "Chairman ofthe Meeting"), and there shall be    no appeal from any ruling of the Chairmanof the Meeting with respect to procedure or rules.  Accordingly, in any meetingof shareholders or part thereof, the Chairman of the Meeting shall have thesole power to determine appropriate rules or to dispense with theretoforeprevailing   rules.  Without limiting the foregoing, the following rules shallapply:

            (a)        TheChairman of the Meeting may ask or require that anyone not a bona fideshareholder or proxy leave the meeting.

            (b)        A resolution or motion shall beconsidered 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   tocompliance with any other requirements concerning such a proposed resolution ormotion contained in these bylaws.  The Chairman of the Meeting may propose anymotion for vote.  The order of business at all meetings of shareholders shallbe determined by the Chairman of the Meeting.

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

            (d)        Before any meetings ofshareholders, the board of directors may appoint any persons other thannominees for office to act as inspectors of election at the meeting or itsadjournment.  If no inspectors of election are so appointed, the Chairman ofthe Meeting may, and on the request of any shareholder or a shareholder's proxyshall, appoint inspectors of election at the meeting of shareholders. Thenumber of inspectors shall be three.  If any person appointed as inspectorfails 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, appointa person to fill such vacancy.

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

                        (2)        Receive votes orballots;

            (3)        Hear anddetermine all challenges and questions in any way arising in connection withthe right to vote;

                        (4)        Count and tabulateall votes;

            (5)        Reportto the board of directors the results based on the information assembled by theinspectors; and 

(6)              Do anyother acts that may be proper to conduct the election or vote with fairness toall shareholders.

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

            Section 6.         Voting.  Except as otherwise providedby the articles of incorporation, each holder of shares of capital stock of theCorporation shall be entitled, at each meeting of shareholders, to one vote foreach share of such stock standing in his name on the books of the corporationon the date of such meeting or, if the board of directors, pursuant to section5 of  article IX of these bylaws, shall have fixed a record date for thepurpose of such meeting or shall have fixed a date as of which the books of theCorporation shall be temporarily closed against transfers of shares, then as ofsuch date; except that in the election of directors of the Corporation, eachholder of shares of common stock of the Corporation shall have the right tomultiply the number of votes to which he may be entitled by the number ofdirectors to be elected, and he may cast all such votes for one candidate or hemay distribute them among any two or more candidates.  A shareholder may voteeither in person or by proxy appointed by an instrument in writing, subscribedby such shareholder or by his duly authorized attorney.  Except as otherwiseprovided by law, the articles of incorporation, or these bylaws, all electionsshall be had and all questions shall be decided by a majority of the votes castat a duly constituted meeting at which a quorum is present.

            Section 7.         Notice.  

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

            (b)        Except as provided in subsection(c) of this section, to be properly brought before any meeting of theshareholders, business must be either (i) specified in the notice of meeting(or any supplement thereto) given by or at the direction of the board ofdirectors pursuant to subsection (a) of this section 7, (ii) otherwise properlybrought before the meeting by or at the direction of the board of directors, or(iii) otherwise properly brought before the meeting by a shareholder.  Inaddition to any other applicable requirements, including (without limitation)requirements imposed by federal securities laws pertaining to proxies, forbusiness to be properly brought before any meeting by a shareholder, theshareholder must have given timely notice thereof in writing to the secretaryof the Corporation.  To be timely, a shareholder's notice must  be delivered toor mailed and received at the principal executive offices of the Corporation atleast 120 days prior to the meeting; provided, however, that in the event thatless than 135 days' notice or prior public disclosure of the date of any meetingof shareholders is given or made to shareholders by the Corporation, notice bythe shareholder to be timely must be so received not later than the close ofbusiness of the 15th day following the day on which such notice of the date ofthe meeting was mailed or such public disclosure was made, whichever firstoccurs.  A shareholder's notice to the secretary of the Corporation shall setforth in writing as to each matter the shareholder proposes to bring before anymeeting of the shareholders (i) a brief description of the business desired tobe brought before the meeting and the reasons for conducting such business atthe meeting, (ii) the name and record address of the shareholder proposing suchbusiness, (iii) the name of all other persons with whom the shareholder isacting in concert, (iv)  the class and number of shares of the Corporationwhich are beneficially owned by the shareholder, (v) the class and number ofshares of the Corporation which are beneficially owned by each such person withwhom the shareholder is acting in concert, and (vi) any material interest ofthe shareholder, or any such person with whom the shareholder is acting inconcert, in such business.  Beneficial ownership shall be determined inaccordance with section 1 of article X of these bylaws.

            Except as provided in subsection (c) ofthis section 7, notwithstanding anything in these bylaws to the contrary, nobusiness shall be conducted at any meeting of the shareholders except inaccordance 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 deemedto preclude discussion by any shareholder    as to any business properlybrought before any meeting of the shareholders.

            The Chairman of the Meeting shall, if thefacts warrant, determine and declare at any meeting of the shareholders thatbusiness was not properly brought before the meeting of shareholders inaccordance with the provisions of this section 7 of article II, and if heshould so determine, he shall so declare to the meeting and any such businessnot properly brought before the meeting shall not be transacted.  Adetermination whether a matter is or is not properly before the meeting shallnot depend on whether such proposal has been or will be included in any proxystatement delivered or to be delivered to the Corporation's shareholders.

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

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

                        Article II, section 8(a);

                        Article III, section 1(c);

                        Article III, section 1(e); and

                        Article XIII, section 2.

            Section 8.         Amendment of Articlesof Incorporation. 

            (a)        Shareholder Proposals.  No proposal by a shareholderto amend or supplement the articles of incorporation of the Corporation shallbe voted upon at a meeting of shareholders unless, at least 180 days beforesuch meeting of shareholders, such shareholder shall have delivered in writingto the secretary of the Corporation (i) notice of such proposal and the text ofsuch amendment or supplement, (ii) evidence, reasonably satisfactory to thesecretary of the Corporation, of such shareholder's status as such and of thenumber of shares of each class of the capital stock of the Corporationbeneficially owned by such shareholder, (iii) a list of the names of otherbeneficial 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 ofeach class of the capital stock of the Corporation beneficially owned by eachsuch beneficial owner, and (iv) an opinion of counsel, which counsel and theform and substance of which opinion shall be reasonably satisfactory to theboard of directors of the Corporation, to the effect that the articles ofincorporation 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 30days after such shareholder shall have delivered the aforesaid items to thesecretary of the Corporation, the secretary and the board of directors of theCorporation shall respectively determine whether the items to be ruled upon bythem are reasonably satisfactory and shall notify such shareholder in writingof their respective determinations.  If such shareholder fails to submit arequired item in the form or within the time indicated, or if the secretary orthe board of directors of the Corporation determines that the items to be ruledupon by them are not reasonably satisfactory, then such proposal by suchshareholder may not be voted upon by the shareholders of the Corporation atsuch meeting of shareholders.  Beneficial ownership shall be determined inaccordance with section 1 of article X of these bylaws.

            (b)        Effectiveness.   No provision amending orsupplementing, or purporting to amend or supplement, the articles ofincorporation of the Corporation that would have an effect, direct    orindirect, on any of the following items may be included in articles ofamendment signed by any officer, agent or representative of the Corporation onbehalf of the Corporation or delivered to the Secretary of State of Louisianafor filing of record until the later of (i) one year following the adoption bythe shareholders of such amendment or supplement or (ii) 10 days after theadjournment sine die of the annual meeting of shareholders next succeeding theadoption by the shareholders of the Corporation of such amendment orsupplement:

            (1)        quorumat a regular or special meeting of shareholders;

            (2)        proceduresfor amendment of the articles of incorporation or bylaws of the Corporationupon a proposal by a shareholder of the Corporation;

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

            (4)        votes ofshareholders of the Corporation required to approve (i) an amendment orsupplement to or repeal of the bylaws of the Corporation, (ii) an  amendment orsupplement to the articles of incorporation of the Corporation, or (iii) amerger, consolidation, share exchange, reclassification of securities,repurchase of shares, transfer of all or substantially all of the assets of theCorporation, dissolution, "business combination" as defined in article X ofthese bylaws, or similar transaction.

            Section 9.         Effectiveness ofOther Amendments to Articles of Incorporation.  No provision amending orsupplementing, or purporting to amend or supplement, the articles ofincorporation of the Corporation that would have an effect, direct or indirect,on any of the following items may be included in articles of amendment signedby any officer, agent or representative of the Corporation on behalf of theCorporation or delivered to the Secretary of State of Louisiana for filing ofrecord until the later of (i) one year following the adoption by theshareholders of such amendment or supplement or (ii) 10 days after theadjournment sine die of  the annual meeting of the shareholders next succeedingthe adoption by the shareholders of the Corporation of such amendment orsupplement:

            (1)        the number of directors of theCorporation;

            (2)        the classification of the boardof directors of the Corporation into three classes of  as nearly as possibleequal size;

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

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

(5)        removal of directorsor officer of the Corporation;

(6)        power of directorsof the Corporation;

            (7)        the filling of vacancies on theboard of directors of the Corporation and the election of directors to fillnewly created directorships;

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

(9)        the calling ofspecial meetings of shareholders;

(10)      determinations of thepresiding person at a meeting of shareholders; 

or

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

ARTICLE III

Directors

            Section 1.         Certain GeneralProvisions. 

            (a)        Number.  The corporate powers of the Corporation shall bevested in and exercised, and the business and affairs of the Corporation shallbe managed, by a board of directors which shall consist of 11 directors.

            (b)        Classification.  The board of directors ofthe Corporation shall be divided into three classes of as nearly as possibleequal size, with the term of office of directors of one class expiring eachyear.  At the 2000 annual meeting of shareholders, the Class III directorsshall be elected to hold office for a term expiring at the third succeedingannual meeting.  At the 2001 annual meeting of shareholders, the Class Idirectors shall be elected to hold office for a term expiring at the thirdsucceeding annual meeting.  At the 2002 annual meeting of shareholders, theClass II directors shall be elected to hold office for a term expiring at thethird succeeding annual meeting.  Thereafter, at each annual meeting ofshareholders, the successors to the class of directors whose terms shall haveexpired at such meeting shall be elected to hold office for a term expiring atthe third annual meeting succeeding such meeting.  

            (c)        Nominations.  Nominations for election ofmembers of the board of directors may be made by the board of directors or by ashareholder.  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  besubmitted in writing to the secretary of the Corporation not fewer than 180days before the date of the meeting of shareholders at which such person isproposed to be nominated.  The Nominator shall also submit written evidence,reasonably satisfactory to the secretary of the Corporation, that the Nominatoris a shareholder of the Corporation and shall identify in writing (i) thenumber of shares of each class of capital stock of the Corporation beneficiallyowned by the Nominator, (ii) all other persons with whom the Nominator isacting in concert, and (iii) the number of shares of capital stock of thecorporation beneficially owned by each such person with whom the Nominator isacting in concert. At such time, the Nominator shall also submit in writing (1)the information with respect to each such proposed nominee which would berequired to be provided in a proxy statement prepared in accordance withregulation 14A under the Securities Exchange Act of 1934, as amended, (2) tothe 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 Nominatorand each such proposed nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the Nominator, (x) the name, age, business address and residenceaddress, business experience or other qualifications of each such proposednominee, (y) the principal occupation or employment of each such proposednominee, and (z) the number of shares of capital stock beneficially owned byeach such proposed nominee, and (3) a notarized affidavit executed by each suchproposed nominee to the effect (x) that, if elected as a member of the board ofdirectors, he will serve, (y) that he has reviewed the provisions of section 1of this article III of these bylaws, and (z) that he is eligible for electionas a member of the board of directors. Within 30 days after the Nominator hassubmitted the aforesaid items to the secretary  of the Corporation, thesecretary of the Corporation shall determine whether the evidence of theNominator's status as a shareholder submitted by the Nominator is reasonablysatisfactory and shall notify the Nominator in writing of his determinationwith respect thereto. The failure of the secretary of the Corporation to findsuch evidence reasonably satisfactory, or the failure of the Nominator tosubmit the requisite information in the form or within the time indicated,shall make the person to be nominated ineligible for nomination at the meetingof shareholders at which such person is proposed to be nominated. Beneficialownership shall be determined in accordance with section 1 of article X ofthese bylaws. 

            (d)        Qualifications; Declarationof Vacancy. 

            (1)        Noperson shall be eligible for election or reelection as a director afterattaining age 72, and no person who is or shall have been a full-time officeror employee of the Corporation or any subsidiary thereof shall be eligible forelection or reelection as    a director after attaining age 65 or (even if under65) after such director's employment by the Corporation has terminated. 

            (2)        Uponattaining the age of 72 or 65, as specified in paragraph (1) immediatelypreceding, a director may continue to serve as a director of the Corporationuntil no later than the next succeeding annual meeting of shareholders, atwhich time, unless he has previously ceased to be a member of the board ofdirectors of the Corporation, his position as a director shall cease. Notwithstanding the foregoing, with regard to a director of the Corporation whois also an officer or employee of the Corporation or any subsidiary thereof,such director's position as a director shall cease immediately upon terminationof such director's employment by the Corporation. 

            (3)        Noperson shall be eligible for election or reelection or to continue to serve asa member of the board of directors who is an officer, director, agent,representative, partner, employee, or nominee of, or otherwise acting at thedirection of, or acting in concert with, (y) a "public utilitycompany" (other than one that is an "affiliate" of the Corporation) or"holding company" (other than one that is an "affiliate" of  theCorporation) as such terms are defined in the Public Utility Holding Company Actof  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 suchterm 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 theSecurities Act of 1933, as amended) of any of the persons or entities specifiedin clause (y) immediately preceding.

            (4)        Upon theoccurrence 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 atthe time specified in such paragraph. Determination of the eligibility of aperson for election, reelection, or continued service on the board of directorsunder other provisions of this subsection (d) or otherwise as provided byapplicable law including, but not limited to, occurrence of an event specifiedin Section 81.C(2) of the Louisiana Business Corporation Law, shall, subject tothe provisions of paragraph (6) below, be made by vote of a majority of themembers of the board of directors. If the board of directors, pursuant to sucha determination, determines that a person is ineligible for election,reelection, or continued service on the board of directors, such ineligibilityshall be effective immediately upon such determination, and, if the affectedperson is a director of the Corporation at the time of such determination, hisposition as a director shall cease at such time. 

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

            (5)        If adirector of the Corporation ceases to be a director (x) at the annual meetingof shareholders next succeeding the day upon which he attained the age of 72 or65, as specified in paragraphs (1), (2), and (4) of this subsection (d), and ifthere is time remaining in the regularly scheduled term of office of suchdirector, (y) because of termination of employment, as provided in paragraphs(1), (2), and (4) of this subsection (d), or (z) upon the determination of theboard of directors of the Corporation pursuant to paragraph (4) of thissubsection (d) that a director of the Corporation is no longer qualified tocontinue serving as a director of the Corporation, the board of directors shalldeclare the office held by such director vacant and may fill such vacancy asprovided in section 2 of this article III of these bylaws. 

            (6)        Withoutlimiting the ability of the board of directors as provided by applicable law todeclare vacant the position of a director on the board of directors, if amember of the board of directors has been adjudged by a court of competentjurisdiction   to be guilty of fraud, criminal conduct (other than minortraffic violations), gross abuse     of office amounting to a breach of trust,or similar misconduct, and no appeal (or further appeal) therefrom is permittedunder applicable law, the other directors then in office, by unanimous vote,may declare the position occupied by such director vacant, and such otherdirectors may fill such vacancy as provided in section 2 of this article III ofthese bylaws. 

            (e)        Removal.  In this subsection (e), theterms "remove" and "removal" and their related grammaticalforms shall refer only to the process of dismissal provided for in thissubsection, 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 officeof director as provided for in subsection (d) of this section 1 or otherwise aspermitted by law. 

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

            No proposal by a shareholder to remove adirector of the Corporation shall be voted upon at a meeting of shareholdersunless, at least 180 days before such meeting, such shareholder shall havedelivered in writing to the secretary of the Corporation (1) notice of suchproposal, (2) a statement of the grounds on which such director is proposed tobe removed, (3) evidence, reasonably satisfactory to the secretary of theCorporation, of such shareholder's status as such   and of the number of sharesof each class of the capital stock of the Corporation beneficially owned bysuch shareholder, (4) a list of the names of other beneficial owners of sharesof the capital stock of the Corporation, if any, with whom such shareholder isacting in concert, and of the number of shares of each class of the capitalstock of the Corporation beneficially owned by each such beneficial owner, and(5) an opinion of counsel, which counsel and the form and substance of whichopinion shall be reasonably satisfactory to the board of directors of the Corporation(excluding the director proposed to be removed), to the effect that, if adoptedat a  duly called special meeting of the shareholders of the Corporation by thevote of the holders of shares conferring 80% of the total votes of all sharesof the capital stock of the Corporation voting as single class, such removalwould not be in conflict with the laws of the State of Louisiana, the articlesof incorporation of the Corporation, or these bylaws. Within 30 days after suchshareholder shall have delivered the aforesaid items to the secretary of theCorporation, the secretary and the board of directors of the Corporation shallrespectively determine whether the items to be ruled upon by them arereasonably satisfactory and shall notify such shareholder in writing of theirrespective determinations.  If such shareholder fails to submit a required itemin the form or within the time indicated, or if the secretary or the board ofdirectors of the Corporation determines that the items to be ruled upon by them,respectively, as provided above are not reasonably satisfactory, then suchproposal by such shareholder may not be voted upon    by the shareholders ofthe Corporation at such meeting of shareholders. Beneficial ownership shall bedetermined as specified in section 1 of article X of these bylaws. 

            (f)         Powers .  Subject to the provisions ofthe laws of the State of Louisiana, the articles of incorporation of theCorporation, 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, butwithout thereby limiting the generality of the above, the power to create andto delegate, with power to subdelegate, any of     its powers to any committee,officer, or agent; provided, however, that the board of directors    shall nothave the power to delegate its authority to: 

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

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

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

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

             (5)        appointa director to or remove a director from a committee of the board ofdirectors; or 

                         (6)        declare a dividendon the capital stock of the Corporation. 

            (g)        Change in Number of Directors. No amendment or supplement toor repeal of subsection (a) of section 1 of article III of these bylaws thatwould have the effect of increasing the number of authorized directors of theCorporation by more than two during any 12‐month period shall bepermitted unless at least 80% of the "continuing directors" then inoffice (as defined in subsection (b) of section 2 of article II of thesebylaws) shall authorize such action. If the number of directorships is changedfor any reason, any increase or decrease in the number of directorships shall beapportioned among the classes so as to make all classes as nearly equal innumber as possible. 

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

            Section 2.         Filling of Vacancies.   Except to the extent requiredby law or section 3(b) of article 6 of the articles of incorporation of theCorporation, newly created directorships  resulting from any increase in theauthorized number of directors and any vacancies in the board  of directorsresulting from the attainment by a director of the age of 72 or 65, asspecified in paragraphs (1), (2), (4), and (5) of subsection (d) of section 1of this article III, or from death, resignation, disqualification or removal ofa director, or from failure of the shareholders to elect the full number ofauthorized directors, or from any other cause shall be filled by theaffirmative vote of at least a majority of the remaining directors (ordirector) then in office, even though less than a quorum of the whole board.Any director elected in accordance with the preceding sentence shall holdoffice for the remainder of the full term of the class of directors in whichthe new directorship was created or the vacancy occurred. Except to the extentrequired by law or section 3(b) of article 6 of the articles of incorporationof the Corporation, the shareholders shall have no right to fill any vacanciesin the board of directors. 

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

            Other regular meetings of the board ofdirectors shall be held on the fourth Friday in January and on the third Fridayafter the first Monday in the months of July and October at such places as thechief executive officer or president may direct in the notices of suchmeetings. At least five days' notice by mail or written telecommunication shallbe given to each director of the time and place of holding each regular meetingof the board of directors. 

            Section 4.         Special Meetings. A special meeting of theboard 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, onfour days' notice by mail or three days' notice by written telecommunication,to each director. A special meeting shall be called by the chief executiveofficer or president in like manner on the written request of at least 50% ofthe members of the board. 

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

            The members of the board of directors, anda committee thereof, may participate in and hold a meeting of the board or ofsuch committee by means of conference telephone or similar communicationsequipment provided that all persons participating in such meeting can hear andcommunicate with one another. Participation in a meeting pursuant to thisprovision shall constitute presence in person at such meeting, except where aperson participates in such meeting for the express purpose of objecting to thetransaction of any business on the grounds that such meeting was not lawfullycalled or convened. 

            Section 6.         Quorum. A majority of the directorsshall constitute a quorum, but a smaller number may adjourn a meeting from timeto time without further notice until a quorum is secured. If a quorum ispresent, the directors present can continue to do business until adjournmentnotwithstanding the subsequent withdrawal of enough directors to leave lessthan a quorum or the refusal of any director present to vote. 

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

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

ARTICLE IV

Indemnification

            Section 1.         Right toIndemnification ‐ General. The Corporation shallindemnify any person who was or is, or is threatened to be made, a party to orotherwise involved in any pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, administrative hearingor other proceeding, whether civil, criminal, administrative or investigative(any such threatened, pending or completed proceeding being hereinafter calleda "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 therequest of the Corporation as a director, officer, employee or agent of anotherbusiness, foreign or nonprofit corporation, partnership, joint venture, trust,employee benefit plan or other enterprise (whether the basis of his involvementin such Proceeding is alleged action in an official capacity or in any othercapacity while serving as such), to the fullest extent permitted by applicablelaw in effect from time to time, and to such greater extent as applicable lawmay from time to time permit, from and against expenses, including attorney'sfees, judgments, fines, amounts paid or to be paid in settlement, liability andloss, ERISA excise taxes, actually and reasonably incurred by him or on hisbehalf or suffered in connection with such Proceeding or any claim, issue ormatter therein; provided, however, that, except as provided in section 5 ofthis article, the Corporation shall indemnify any such person claiming indemnityin connection with a Proceeding initiated by such person only if suchProceeding was authorized by the board of directors. 

            Section2.         Certain Provisions Respecting Indemnification for and Advancementof Expenses. 

            (a)        To the extent that a personreferred to in section 1 of this article is required to serve as a witness inany Proceeding referred to therein, he shall be indemnified against all Expenses(as hereinafter defined) actually and reasonably incurred by him or on hisbehalf in connection with serving as a witness. 

            (b)        The Corporation shall from timeto time pay, in advance of final disposition, all Expenses incurred by or onbehalf of any person referred to in section 1 of this article claimingindemnity thereunder in respect of any Proceeding referred to therein. Eachsuch advance shall    be made within ten days after the receipt by theCorporation of a statement from the claimant requesting the advance, whichstatement shall reasonably evidence the relevant Expenses and be accompanied orpreceded by any such undertaking as may be required by applicable lawrespecting the contingent repayment of such Expenses. Whenever and to theextent applicable law requires the board of directors to act in the specificcase with respect to the payment of Expenses in advance of the finaldisposition of any Proceeding, the board of directors shall act with respectthereto within the period specified in the preceding sentence and shallwithhold the payment of Expenses in advance only if there is a reasonable andprompt determination by the board of directors by a majority vote of a quorumof Disinterested Directors (as hereinafter defined), or (if such quorum is notobtainable or, even if obtainable, a quorum of Disinterested Directors sodirects) by Independent Counsel (as hereinafter defined) in a written opinion,that advancement  of Expenses is inappropriate, even taking into account anyundertaking given with respect to the repayment of such Expenses, because basedon the facts then known there is no reasonable likelihood that the claimantwould be able ultimately to demonstrate that he met the standard of conductnecessary for indemnification with respect to such Expenses. 

            Section 3.         Procedurefor Determination of Entitlement to Indemnification. 

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

            (b)        A person's entitlement toindemnification under this article, unless ordered by a court, shall bedetermined, 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 DisinterestedDirectors is not obtainable or, even if obtainable, a quorum of DisinterestedDirectors so directs, by Independent Counsel in a written opinion, or (iii) bythe shareholders of the Corporation; provided, however, that if a Change ofControl (as hereinafter defined) shall have occurred, no determination ofentitlement to indemnification adverse to the claimant shall be made other thanone made or concurred in by Independent Counsel, selected as provided inparagraph (d) of this section, in a written opinion. 

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

            (d)        If there has been a Change ofControl, 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 theclaimant, who shall give the Corporation written notice advising of theidentity and address    of the Independent Counsel so selected. The Corporationmay, within seven days after receipt of such written notice of selection,deliver to the claimant a written objection to such selection, subject toparagraph (e) of this section. The claimant may, within five days after thereceipt of such objection, select other counsel to act as Independent Counsel,and the Corporation may, within seven days after receipt of such written noticeof selection, deliver to the claimant a written objection, as aforesaid, tosuch second selection. In the case of any such objection the claimant maypetition any court of competent jurisdiction for a determination that theobjection has no reasonable basis or for the appointment as Independent Counselof counsel selected by the court. 

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

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

 Section 4.        Presumptionsand Effect of Certain Proceedings.

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

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

            Section 5.         Right of Claimant toBring Suit. 

            (a)        If (i) a determination is madepursuant to the procedures contemplated by section    3 of this article that aclaimant is not entitled to indemnification under this article, (ii) advancement of Expenses is not timely made pursuant to paragraph (b) of section2 of this article, (iii) Independent Counsel has not made and delivered awritten opinion as to entitlement to indemnification within 90 days after theselection or appointment of counsel has become final by virtue of the lapse oftime for objection or the overruling of objections or appointment of counsel bya court, or (iv) payment of a claim for indemnification is not made within fivedays after a favorable determination of entitlement to indemnification has beenmade 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 toestablish his entitlement to such indemnification or advancement of Expensesand to recover the unpaid amount of his claim. It shall be a defense to anysuch action (other than an action brought to enforce a claim for Expensesincurred in defending any Proceeding in  advance of its final disposition wherethe required undertaking, if any is required, has been tendered to theCorporation) that the claimant did not meet the applicable standard of conductwhich makes it permissible for the Corporation to indemnify the claimant forthe amount claimed, but the burden of proving such defense shall be upon theCorporation. Neither the failure of the Corporation (including its board ofdirectors, Independent Counsel or its shareholders) to have made adetermination before the commencement of such action that indemnification ofthe claimant is proper under the circumstances because he has met suchapplicable 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 adefense to the action or create a presumption that the claimant has not met theapplicable standard of conduct, and the claimant shall be entitled to a de novotrial on the merits  as to any such matter as to which no determination or anadverse determination has been made. 

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

            Section 6.         Non‐Exclusivityand Survival of Rights. The rights of indemnificationand to receive advancement of Expenses contemplated by this article shall notbe deemed exclusive    of any other rights to which any person may at any timebe entitled under any bylaw, agreement, authorization of shareholders ordirectors (regardless of whether directors authorizing such indemnification arebeneficiaries thereof), or otherwise, both as to action in his official capacityand as to action in another capacity; provided that no other indemnificationmeasure shall permit indemnification of any person for the results of suchperson's willful or intentional misconduct. 

            The Corporation may procure or maintaininsurance or other similar arrangement, at its expense, to protect itself andany director, officer, employee or agent of the Corporation or othercorporation, partnership, joint venture, trust or other enterprise against anyexpense, liability or loss asserted against or incurred by such person, whetheror not the Corporation would have the power to indemnify such person againstsuch expense or liability. 

            In considering the cost and availability ofsuch insurance, the Corporation, in the exercise of its business judgment, maypurchase insurance which provides for any and all of (i) deductibles, (ii)limits on payments required to be made by the insurer, or (iii) coverage whichmay not be as comprehensive as that previously included in insurance purchasedby the Corporation. The purchase of insurance with deductibles, limits onpayments and coverage exclusions will be deemed to be in the best interest ofthe Corporation but may not be in the best interest of certain of the personscovered thereby. As to the Corporation, purchasing insurance with deductibles,limits on payments, and coverage exclusions is similar to the Corporation'spractice of self‐insurance in other areas. In order to protect theofficers and directors of the Corporation, the Corporation shall indemnify andhold each of them harmless as provided in section 1 of this article IV, withoutregard to whether the Corporation would otherwise be entitled to indemnify suchofficer or director under the other provisions of this article IV, to theextent  (i) of such deductibles, (ii) of amounts exceeding payments required tobe made by an insurer or (iii) that prior policies of officers and directorsliability insurance held by the Corporation would have provided for payment tosuch officer or director. Notwithstanding the foregoing provisions of thissection 6, no person shall be entitled to indemnification for the results ofsuch person's willful or intentional misconduct.

            The right to indemnification conferred inthis article shall be a contract right, and no amendment, alteration or repealof this article or any provision thereof shall restrict the indemnificationrights granted by this article as to any person claiming indemnification withrespect to acts, events and circumstances that occurred, in whole or in part,before such amendment, alteration or repeal. The provisions of this articleshall 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 andlegal representatives. 

            Section 7.         Definitions. For purposes of this article:

            (a)        "Change of Control"means the occurrence of any of the following events or circumstances: (1) thereshall 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 anysimilar schedule or form) promulgated under the Securities Exchange Act of1934, as amended (the "Act"), whether or not the Corporation is thensubject to such reporting requirement; (2) (i) any "person" (as suchterm 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 orindirectly, of securities   of the Corporation representing 30% or more of thecombined voting power of the Corporation's then outstanding voting securitieswithout the prior approval of at least two‐thirds of the members of theboard of directors in office immediately before such person's attaining suchpercentage 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 aconsequence of which members of the board of directors in office immediatelybefore such transaction or event constitute less than a majority  of the boardof directors thereafter; (4) during any period of two consecutive years,individuals who at the beginning of such period constituted the board ofdirectors (including for this purpose any new director whose election ornomination for election by the Corporation's shareholders was approved by avote of at least two‐thirds of the directors then still in office whowere directors at the beginning of such period) cease for any reason toconstitute at least a majority of the board of directors. 

            (b)        "DisinterestedDirector" means a director of the Corporation who is not and was not aparty to the Proceeding in respect of which indemnification is sought asprovided in this article. 

            (c)        "Expenses" shall includeall reasonable attorneys' fees, retainers, court costs, transcript costs, feesof experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses of the types customarily incurred in connection withprosecuting, defending, preparing to prosecute or defend, investigating, orbeing 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 inmatters of corporation law that neither presently is, nor in the five yearsbefore his selection or appointment has been, retained to represent: (i) theCorporation or person claiming indemnification in any matter material toeither, or (ii) any other party to the Proceeding giving rise to a claim forindemnification hereunder, and is not otherwise precluded under applicableprofessional standards from acting in the capacity herein contemplated. 

ARTICLE V

Executive Committee

            Section 1.         Election and Tenure. The board of directors mayappoint an executive committee consisting of such number of directors as it mayappoint, to serve at the pleasure of the board of directors, but in any eventnot beyond the next annual meeting of the board of directors. The board may atany time, without notice, remove and replace any member of the executivecommittee. 

            Section 2.         Executive Committee.  Subjectto the provisions of subsection (f) of section 1 of article III of thesebylaws, the executive committee shall have a charter that will be approved, andrevised as appropriate, from time to time by the committee and the board.  Ingeneral terms, the functions of the committee shall be those as set forth inthe charter.

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

            Section 4.         Compensation. Members of the executivecommittee, other than officers of the Corporation, shall receive suchcompensation for their services as shall be prescribed by the board ofdirectors.  Each member of the executive committee shall be entitled to receivefrom the Corporation reimbursement of his expenses incurred in attending ameeting of such committee. 

ARTICLE VI

Audit Committee

            Section 1.         Election and Tenure. The board of directors mayappoint an audit committee, consisting of such number of directors as it mayappoint, to serve at the pleasure of the board of directors, but in any eventnot beyond the next annual meeting of the board of      directors. The boardmay at any time, without notice, remove and replace any member of the   auditcommittee. 

            Section 2.         Audit Committee. Subject to the provisions of subsection (f) of section1 of article III of these bylaws, the audit committee shall have a charter thatwill be approved, and revised as appropriate, from time to time by thecommittee and the board.  In general terms, the functions of the committeeshall be those as set forth in the charter.

            Section 3.         Meetings.  The audit committee shall meetat stated times or on notice to all by one of its number, in which notice thetime and place of the meeting shall be set forth. The audit committee shall fixits own rules of procedure, and a majority shall constitute a quorum; but theaffirmative vote of a majority of the whole committee shall be necessary inevery case. The audit committee shall keep regular minutes of its proceedingsand report the same to the board of directors. 

            Section 4.         Compensation.  Members of the auditcommittee, other than officers of the Corporation, shall receive suchcompensation for their services as shall be prescribed by the board ofdirectors. Each member of the audit committee shall be entitled to receive fromthe Corporation reimbursement of his expenses incurred in attending a meetingof the audit committee. 

ARTICLE VII

Compensation Committee

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

            Section 2.         Compensation Committee. Subject to the provisions of subsection (f) of section1 of article III of these bylaws, the compensation committee shall have acharter that will be approved, and revised as appropriate, from time to time bythe committee and the board.  In general terms, the functions of the committeeshall be those as set forth in the charter.

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

            Section 4.         Compensation. Members of the compensationcommittee, other than officers of the Corporation, shall receive suchcompensation for their services as shall be prescribed by the board ofdirectors. Each member of the compensation committee shall be entitled toreceive from the Corporation reimbursement of his expenses incurred inattending a meeting of the compensation committee. 

Article VII.A.

Nominating/Governance Committee

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

            Section2.         Nominating / Governance Committee.  Subject to the provisionsof subsection (f) of section 1 of article III of these bylaws, the nominating/governancecommittee shall have a charter that will be approved, and revised asappropriate, from time to time by the committee and the board.  In generalterms, the functions of the committee shall be those as set forth in thecharter.

            Section3.         Meetings.  The nominating/governance committee shall meet atstated times or on notice to all by one of its number, in which notice the timeand place of the meeting shall be set forth.  The nominating/governancecommittee shall fix its own rules of procedure, and a majority shall constitutea quorum; but the affirmative vote of a majority of the whole committee shallbe necessary in every case.  The nominating/governance committee shall keepregular minutes of its proceedings and report the same to the board ofdirectors.

            Section4.         Compensation. Members of the nominating/governance committee,other than officers of the Corporation, shall receive such compensation fortheir services as shall be prescribed by the board of directors.  Each memberof the nominating/governance committee shall be entitled to receive from theCorporation reimbursement of his expenses incurred in attending a meeting ofsuch committee.

ARTICLE VIII

Officers

            Section l.          Election, Tenure,and Compensation. The officers of theCorporation shall consist of a president, one or more vice presidents, asecretary, a treasurer, and such other   officers, including a chairman of theboard of directors, as may from time to time be elected or appointed by theboard of directors. Officers of the Corporation shall be elected annually bythe 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 shallremain as such until their respective successors shall   be elected andqualify. No officer, except the chairman of the board of directors, need be adirector, and any two or more offices, except the offices of president and vicepresident, may be held by one person. The powers of all officers of theCorporation shall be subject to the   provisions of subsection (f) of section 1of article III of these bylaws. 

            Section 2.         Powers and Duties of Chairman ofBoard of Directors. The board of directors may elect a non-employeechairman to give leadership to the board and to serve as liaison betweenmanagement and the board of directors.  In collaboration with the chiefexecutive officer, the chairman will establish an agenda for each board meetingwhich covers all matters which should come before the board in the properexercise of its duties.  The chairman will be accountable and will provideleadership for all issues of corporate governance which should come to theattention of the board and its committees.  The chairman will provideleadership to the board in the establishment of positions which the boardshould take on issues to come before the annual meeting of shareholders.  Thechairman shall perform such other duties as from time to time may be delegatedto him/her by the board of directors.

            Section 3.         Powers and Duties of President. The president shall be the chief executive officerand/or the chief operating officer of the Corporation and, subject to thedirection of the board of directors, shall (a) have general and activemanagement of the administration and operation of the business of theCorporation, (b) have the general supervision and direction of the otherofficers of the Corporation and shall see that their duties are properlyperformed, (c) see that all orders and resolutions of the board of directorsare carried into effect, (d) have the power to execute contracts andconveyances on behalf of the Corporation (including without limitationconveyances 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 ofVice President. The board of directors mayappoint one or****more vice presidents. Each vice president shall have thepower to execute contracts and conveyances on behalf of the Corporation, andshall have such other powers and shall perform such other duties as may beassigned to him by the board of directors or by the president. 

            Section 5.         Powers and Duties ofSecretary. The secretary shall attendand record, in     a book kept for such purpose, the proceedings of allmeetings 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 asthe board of directors may prescribe. He shall keep the seal of the Corporationand, when authorized by the board of directors or the executive committee, heshall 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 thesignature of an assistant secretary. He shall give proper notice of meetings ofshareholders and directors and shall perform such other duties as shall beassigned to him. Assistant secretaries shall have such duties as the board ofdirectors may from time to time prescribe. 

            Section 6.         Powers and Duties ofTreasurer. The treasurer shall havecustody of the funds and securities of the Corporation, shall keep full andaccurate accounts of receipts and disbursements in books belonging to theCorporation, and shall deposit or cause to be deposited all moneys and othervaluable effects in the name and to the credit of the Corporation in suchdepositories as may be designated by the board of directors. He shall disburseor cause to be disbursed the funds of the Corporation as may be ordered by theboard of directors, executive committee, chief executive officer or president,taking proper vouchers for such disbursements, and shall render to the chiefexecutive officer, the president, and the directors at the regular meetings ofthe board of directors, or whenever they require it, an account of all histransactions  as treasurer and of the financial condition of the Corporation,and at the regular meeting of the board of directors next preceding the annualshareholders' meeting, a like report for the preceding fiscal year. He shallgive the Corporation a bond, if required by the board of directors, in such sumand in form and with security satisfactory to the board of directors, for thefaithful performance of the duties of his office and the restoration to theCorporation, in case of his death, resignation, or removal from office, of allbooks, papers, vouchers, moneys, and other property of whatever kind in hispossession belonging to the Corporation. He shall perform such other duties asthe board of directors or executive committee may from time to time prescribe.Assistant treasurers shall have such duties as the board of directors may fromtime to time prescribe. 

            Section 7.         Delegation of Duties. In case of the absence ordisability of any officer of the Corporation, or for any other reason deemedsufficient by the board of directors, the board      of directors may delegatesuch officer's powers or duties for the time being to any other officer,    toany employee with management responsibility, or to any director. 

ARTICLE IX

Capital Stock

            Section l.          Stock Certificates. Certificates representingshares of the capital stock of the Corporation shall be signed by the chiefexecutive officer, the president or one of the vice presidents of theCorporation and also by the secretary or an assistant secretary, or thetreasurer    or an assistant treasurer. Such certificates shall have affixed animpression of the seal of the Corporation. Where such certificates arecountersigned by a transfer agent and by a registrar, both of which may be thesame institution, the signatures of such officers and the seal of theCorporation thereon may be facsimiles, engraved or printed. If an officer ofthe Corporation who shall have signed a certificate of capital stock, or whosefacsimile signature has been affixed for such purpose, shall cease to be suchofficer of the Corporation before the stock certificate so signed shall havebeen issued by the Corporation, such stock certificate may nevertheless beissued and delivered with the same force and effect as though the person whosigned such certificate or whose facsimile signature has been affixed for suchpurpose had not ceased to be such officer of the Corporation. 

            Section 2.         Lost or DestroyedCertificates. The board of directors maydetermine the conditions upon which a new certificate for capital stock of theCorporation may be issued in place of a certificate which is alleged to havebeen lost, stolen, or destroyed and may, in its discretion, require the ownerof such certificate or his legal representative to give bond with sufficientsurety to the Corporation to indemnify it against any loss or claim which mayarise by reason of the issue of a new certificate in the place of the one soalleged to have been lost, stolen, or destroyed. 

            Section 3.         Transfer of Shares. The shares of capital stock ofthe Corporation shall be transferable only upon its books by the holdersthereof in person or by their duly authorized attorneys or legalrepresentatives, and upon such transfer the old certificates shall besurrendered to the Corporation by the delivery thereof to the person in chargeof the stock or transfer books and ledgers, or to such other person as theboard of directors may designate, by whom they shall be canceled. Newcertificates shall thereupon be issued, representing the shares sotransferred.      A record shall be made of each transfer. 

            Section 4.         Dividends. Dividends upon the capitalstock may be declared by the board of directors at a regular or special meetingout of the net profits or surplus of the Corporation. Before paying a dividendor making a distribution of profits, there may be set aside out of theaccumulated profits of the Corporation such sum or sums as the directors fromtime to time, in their absolute discretion, think proper as a reserve fund formeeting contingencies or for equalizing dividends or for repairing ormaintaining property of the Corporation or for such other purpose as thedirectors shall think conducive to the interests of the Corporation. 

            Section 5.         Closing TransferBooks; Fixing Record Date. The board of directors may fix the time, not exceeding 60 days preceding the date of a meeting ofshareholders, a dividend payment date, or a date for the allotment of rights, duringwhich the books of the Corporation  shall be temporarily closed againsttransfers of stock; or, in lieu thereof, the board of directors  may fix adate, not exceeding 60 days preceding the date of a meeting of shareholders, adividend payment date, or a date for the allotment of rights, as a date for thetaking of a record of the shareholders entitled to notice of and to vote atsuch meeting, or entitled to receive such dividends or such rights, as the casemay be; and only shareholders of record on such date shall be entitled tonotice 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 thesebylaws, the following terms shall have the indicated meanings: 

            (a)        "Affiliate," includingthe term "affiliated person," means a person that directly orindirectly through one or more intermediaries controls, is controlled by, or isunder common control with, a specified person. 

            (b)        "Associate," when used toindicate a relationship with any person, means any of the following: 

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

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

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

            (c)        "Beneficial owner," when usedwith respect to voting stock, means any of the following: 

            (1)        A personwho individually or with any of his affiliates or associates beneficially ownsvoting stock, directly or indirectly. 

            (2)        A personwho individually or with any of his affiliates or associates has either of thefollowing rights: 

            (A)       Toacquire voting stock, whether such right is exercisable immediately or onlyafter the passage of time, pursuant to any agreement, arrangement, orunderstanding or upon the exercise of conversion rights, exchange rights,warrants, or options, or otherwise. 

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

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

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

            (1)        Exceptfor a merger, consolidation, or share exchange that does not alter   thecontract rights of the stock as expressly set forth in the articles ofincorporation of the Corporation or change or convert in whole or in part theoutstanding shares of the Corporation, any merger, consolidation, or shareexchange of the Corporation or any subsidiary with: 

                        (A)       Aninterested shareholder; or 

            (B)       Anothercorporation, whether or not itself an interested shareholder, which is, orafter the merger, consolidation, or share exchange would be, an affiliate of aninterested shareholder that was an interested shareholder before thetransaction. 

            (2)        A sale,lease, transfer, or other disposition, other than in the ordinary   course ofbusiness, in one transaction or a series of transactions in any twelve‐monthperiod, to an interested shareholder or any affiliate of an interestedshareholder, other than the Corporation or any of its subsidiaries, of anyassets of the Corporation or any  subsidiary having, measured at the time thetransaction or transactions are approved by the board of directors of theCorporation, an aggregate book value as of the end of the Corporation's mostrecently ended fiscal quarter of 10% or more of the total market value of theoutstanding stock of the Corporation or of its net worth as of the end of itsmost recently ended fiscal quarter. 

            (3)        Theissuance or transfer by the Corporation or any subsidiary, in one transactionor a series of transactions, of any equity securities of the Corporation or anysubsidiary which has an aggregate market value of five percent or more of thetotal market value of the outstanding stock of the Corporation, to anyinterested shareholder or any affiliate of any interested shareholder, otherthan the Corporation or any of its subsidiaries, except pursuant to theexercise of warrants or rights to purchase securities offered pro rata to allholders of the Corporation's voting stock or any other method affording substantiallyproportionate treatment of the holders of voting stock. 

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

            (5)        Areclassification of securities, including a reverse stock split orrecapitalization of the Corporation, or any merger, consolidation, or shareexchange of the Corporation with any of its subsidiaries which has the effect,directly or indirectly, in one transaction or a series of transactions, ofincreasing by five percent or more of the total number of outstanding sharesthe proportionate amount of the outstanding shares of any class of equitysecurities of the Corporation or any subsidiary which is directly or indirectly owned by an interested shareholder or an affiliate of an interestedshareholder. 

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

            (f)         "Control," includingthe terms "controlling," "controlled by," and "undercommon control with," means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of aperson, whether through the ownership of voting securities, by contract, orotherwise. The beneficial ownership of 10% or more of the votes entitled to becast of a corporation's voting stock creates a presumption of control. 

            (g)        "Equity security" means any ofthe following: 

            (1)        Stock ora similar security, certificate of interest, or participation on any profitsharing agreement, voting trust certificate, or certificate of deposit for anequity security. 

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

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

            (h)        (l )        "Interestedshareholder" means any person other than the Corporation or  anysubsidiary that is either of the following: 

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

            (B)       Anaffiliate of the Corporation who at any time within the two‐year periodimmediately before the date in question was the beneficial owner, directly  orindirectly, of l0% or more of the voting power of the then outstanding votingstock of the Corporation. 

            (2)        For thepurpose of determining whether a person is an interested shareholder, thenumber of shares of voting stock deemed to be outstanding shall include sharesdeemed owned by the person through application of subsection (c) of thissection, but may not include any other shares of voting stock which may be issuablepursuant to any agreement, arrangement, or understanding, or upon exercise ofconversion rights, warrants, or options, or otherwise. 

            (i)         "Market value" meansthe following: 

            (A)       In thecase of stock, the highest closing sale price during the 30‐day periodimmediately preceding the date in question of a share of such stock on theprincipal United States securities exchange registered under the SecuritiesExchange Act of 1934 on which such stock is listed, or if such stock is notlisted on any such exchange, the highest closing bid quotation with respect toa share of such stock during the 30‐day period preceding the date inquestion on the National Association of Securities Dealers, Inc., AutomatedQuotations System or any system then in use, or if no such quotations areavailable, the  fair market value on the date in question of a share of suchstock as determined by the board of directors of the Corporation in good faith.

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

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

            (k)        "Voting stock" meansshares of capital stock of a corporation entitled to vote generally in theelection of directors. 

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

            (a)        80% of the votes entitled to becast by outstanding shares of voting stock of the Corporation voting togetheras a single voting group. 

            (b)        Two‐thirds of the votesentitled to be cast by holders of voting stock other than voting stock held bythe interested shareholder who is or whose affiliate is a party to the businesscombination or an affiliate or associate of the interested shareholder, votingtogether as a single voting group. 

            Section 3.         When VotingRequirements Not Applicable. 

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

            (1)        "Announcementdate" means the first general public announcement of a proposal orintention to make a proposal of a business combination or its firstcommunication generally to shareholders of the Corporation, whichever isearlier. 

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

            (3)        "Valuationdate" means the following: 

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

                                    (B)       Fora business combination not voted upon by shareholders, the date of theconsummation of the business combination. 

            (b)        Conditions. The vote required by section2 of this article X shall not apply to a business combination, as defined insection 1 of this article X, if each of the following conditions is met: 

            (1 )       The aggregateamount of the cash and the market value as of the valuation date ofconsideration other than cash to be received per share by holders of commonstock in such business combination is at least equal to the highest of thefollowing: 

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

            (i)         withinthe two‐year period immediately before the announcement date of theproposal of the business combination; or 

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

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

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

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

            (ii)        Themarket value per share of common stock of the same class or series on the firstday in such two‐year period on which the interested shareholder acquiredshares of common stock. 

            (2)        Theaggregate amount of the cash and the market value as of the valuation date ofconsideration other than cash to be received per share by holders of shares ofany class or series of outstanding stock other than common stock is at leastequal to the highest of the following, whether or not the interestedshareholder has previously acquired shares of a particular class or series ofstock: 

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

            (i) within the two‐yearperiod immediately before the announcement date of the proposal of the businesscombination; or 

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

             (B)       Thehighest preferential amount per share to which the holders of shares of suchclass of stock are entitled in the event of voluntary or involuntaryliquidation, dissolution, or winding up of the Corporation; or 

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

                                    (D)       Theprice per share equal to the market value per share of such class of stock determinedpursuant to subparagraph (C) immediately preceding, multiplied by the fractionof: 

            (i)         Thehighest per share price, including any brokerage commissions, transfer taxes,and soliciting dealers' fees, paid by the interested shareholder for such sharesof voting stock acquired by him within the two‐year period immediatelybefore the announcement date, over 

            (ii)        Themarket value per share of the same class of voting stock on the first day onsuch two‐year period on which the interested   shareholder acquiredshares of the same class of voting stock. 

            (3)        Theconsideration to be received by holders of any class or series of outstandingstock is to be in cash or in the same form as the interested shareholderpreviously paid for shares of the same class or series of stock. If theinterested shareholder has paid for shares of any class of stock with varyingforms of consideration, the form of consideration for such class of stock shallbe either cash or the form used to acquire the largest number of shares of suchclass or series of stock that he previously acquired. 

            (4)        (A)       Afterthe interested shareholder has become an interested shareholder and before theconsummation of such business combination: 

            (i)         Thereshall have been no failure to declare and pay at the regular date therefor anyfull periodic dividends, cumulative or not, on any outstanding preferred stockof the Corporation; 

                        (ii)        Thereshall have been: 

            (aa)      Noreduction in the annual rate of dividends paid on any class or series of stockof the Corporation that is not preferred stock except as necessary to reflectany subdivision of such stock; and 

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

                                                (iii)       Theinterested shareholder did not become the beneficial owner of additional sharesof stock of the Corporation except as part of the transaction which resulted insuch interested shareholder's becoming an interested shareholder or by virtueof proportionate stock splits or stock dividends. 

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

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

            (c)        Other Provisions.

            (1)        Section2 of this article X shall not apply to a business combination with a particularinterested shareholder or his existing or future affiliates that has beenapproved or exempted therefrom by resolution of the board of directors of theCorporation; provided, however, that any such resolution shall have beenadopted before the time that such interested shareholder first became aninterested shareholder.

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

ARTICLE XI

Notices

Section 1.         Mannerof Giving Notice. Notice required to be given under the provisions of these bylaws to a director, officer, or shareholder shall not be construed to meanpersonal  notice, but may be given by depositing written or printed notice in apost office or letter box in      a postpaid wrapper addressed to suchdirector, officer, or shareholder at such address as appears  on the books ofthe 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 atelecommunications address to the Corporation, such notice may be given byprepaid written telecommunication sent  to such address and in such event shallbe deemed to have been given at the time when the same shall have beentransmitted. 

            Section 2.         Waiver of Notice. Any shareholder, officer, ordirector may waive, in writing or by written telecommunication, whether beforeor 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 Corporationshall begin on the first day of January and end on the last day of December ineach year. 

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

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

            Section 4.         Separability. If one or more of theprovisions of these bylaws shall be held to be invalid, illegal, orunenforceable, such invalidity, illegality, or unenforceability shall notaffect any other provision hereof and these bylaws shall be construed as ifsuch invalid, illegal,    or unenforceable provision or provisions had neverbeen 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, orat any special meeting called for such purpose, by    the affirmative vote of amajority of the board of directors, or by unanimous written consent; provided,however, that in each instance an amendment, repeal, or supplement shall not beinconsistent with the law or the articles of incorporation of the Corporationand shall be subject    to the power of the shareholders to amend, repeal, orsupplement the bylaws so made but only upon the affirmative vote of at least80% of all shares of capital stock entitled to vote thereon. 

            Section 2.         Shareholder Proposals. No proposal by a shareholderto amend, repeal, or supplement the bylaws of the Corporation may be voted uponat a meeting of shareholders unless, at least 180 days before such meeting ofshareholders, such shareholder shall have delivered in writing to the secretaryof the Corporation (a) notice of such proposal and the text of the proposedamendment, repeal, or supplement, (b) evidence, reasonably satisfactory to thesecretary of the Corporation, of such shareholder's status as such and of thenumber of shares of each class of capital stock of the Corporation of whichsuch shareholder is the beneficial owner, (c) a list of the names of otherbeneficial 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 ofeach class of capital stock of the Corporation beneficially owned by each suchbeneficial owner, and (d) an opinion of counsel, which counsel and the form andsubstance of which opinion shall be reasonably satisfactory to the board of directorsof the Corporation, to the effect that the bylaws (if any) resulting from theadoption of such proposal would not be in conflict with the articles ofincorporation of the Corporation or the laws of the State of Louisiana. Within30 days after such shareholder shall have submitted the aforesaid items, thesecretary and the board of directors of the Corporation shall respectivelydetermine whether the items to be ruled upon by them are reasonablysatisfactory and shall notify such shareholder in writing of their respectivedeterminations. If such shareholder fails to submit a required item in the formor within the time indicated, or if the secretary or the board of directors ofthe Corporation determine that the items to be ruled upon by them are not reasonablysatisfactory, then such proposal by such shareholder may not be voted upon bythe shareholders of the Corporation at such meeting of shareholders. Beneficialownership shall be determined in accordance with section 1 of article X ofthese bylaws. 

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

            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 toor repeal of any of the following provisions of these bylaws, whether resultingfrom action of the directors or the shareholders, shall take effect until thelater of (i) one year following the adoption of such amendment, supplement, orrepeal, or (ii) 10 days after the adjournment sine die of the annual meeting ofshareholders next succeeding the adoption of such amendment, supplement, orrepeal: 

            ArticleII, section 4; 

            ArticleII, section 5; 

            ArticleII, section 7; 

            ArticleII, section 9; 

            ArticleIII, section 1; 

            ArticleIII, section 2; and 

            ArticleXIV; 

provided, however, that the board of directors shall havethe power at any time, free from the foregoing restrictions, but subject to theprovisions of subsection (g) of section 1 of article III of these bylaws, toamend or otherwise change subsections (a) and (d)(1) of section 1 of articleIII    of these bylaws, and, with respect to any amendments to or changes insuch subsection (d)(1), to make appropriate conforming changes in such section1. 

ARTICLE XV

Control Share AcquisitionStatute

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

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