<PAGE>






                   Amended and Restated Bylaws

                      (as of April 27, 2000)






                                of

                   American General Corporation

                          Houston, Texas













[Logo of American General appears here]

<PAGE>

         AMENDED AND RESTATED BYLAWS
                     OF
        AMERICAN GENERAL CORPORATION



                 ARTICLE I.

                Capital Stock

   SECTION 1. Certificates for Shares. The
certificates for shares of the capital stock
of the company shall be in such form as
shall be approved by the board of directors.
The certificates shall be signed by the
chairman of the board or president, and also
by the secretary, and may be sealed with the
seal of the company or a facsimile thereof.
Where any such certificate is countersigned
by a transfer agent, or registered by a
registrar, either of which is other than the
company itself or an employee of the
company, the signatures of the chairman of
the board or president and of the secretary
may be facsimiles. The certificates shall be
consecutively numbered and shall be entered
on the stock records of the company as they
are issued, and each shall exhibit the
holder's name and the number of shares.

   SECTION 2. Transfer of Shares. The shares
of stock of the company shall be
transferable only on the stock records of
the company by the registered holders
thereof in person or by their duly
authorized attorneys or legal
representatives, upon surrender of
certificates representing such shares duly
endorsed or in proper form for transfer,
with appropriate evidence of authority to
transfer, and cancellation thereof.

   SECTION 3. Fixing of Record Date; Closing
of Transfer Books. For the purpose of
determining shareholders entitled to notice
of or to vote at any meeting of
shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend,
or for any other proper purpose, the board
of directors may fix in advance a date as
the record date for any such determination
of shareholders, such date in any case to be
not more than fifty (50) days and, in case
of a meeting of shareholders, not less than
ten (10) days prior to the date on which the
particular action requiring such
determination of shareholders is to be
taken. In lieu of fixing a record date, the
board of directors may provide that the
stock transfer books of the company shall be
closed for a stated period not to exceed, in
any case, fifty (50) days. If the stock
transfer books shall be closed for the
purpose of determining shareholders entitled
to notice of or to vote at a meeting of
shareholders, such books shall be closed for
at least ten (10) days immediately preceding
such meeting. If the stock transfer books
are not closed and no record date is fixed
for the determination of shareholders
entitled to notice of or to vote at a
meeting of shareholders, or shareholders
entitled to receive payment of a dividend,
the date on which the notice of the meeting
is mailed or the date on which the
resolution of the board of directors
declaring such dividend is adopted, as the
case may be, shall be the record date for
such determination of shareholders.

   When a determination of shareholders
entitled to vote at any meeting of
shareholders has been made as provided
herein, such determination shall apply to
any adjournment of the meeting except
<PAGE>
where the determination has been made
through the closing of stock transfer
books and the stated period of closing
has expired.

   SECTION 4. Registered Shareholders. The
company shall be entitled to treat the
holder of record of any share or shares of
stock as the holder in fact thereof, and
accordingly shall not be bound to recognize
any equitable or other claim to or interest
in such share or shares on the part of any
other person or entity, whether or not it
shall have express or other notice thereof,
except as expressly provided by the laws of
the State of Texas.

   SECTION 5. Lost, Destroyed, or Stolen
Stock Certificates. No certificate for
shares of stock in the company shall be
issued in place of any certificate alleged
to have been lost, destroyed, or stolen
except on production of evidence
satisfactory to the board of directors, or
such person or persons as it may designate,
of such loss, destruction, or theft, and, if
the board of directors so requires, upon the
furnishing of an indemnity bond in such
amount (but not to exceed twice the
then-market value of the shares represented
by the certificate) and with such terms and
such surety or sureties as the board of
directors may, in its discretion, require.

   SECTION 6. Regulations. The board of
directors shall have the power and authority
to make all such rules and regulations to
the extent permitted by law, the articles of
incorporation, and these bylaws, as it may
deem expedient concerning the issue,
transfer, registration, or replacement of
certificates for shares of the capital stock
of the company.


                 ARTICLE II.

                Shareholders

   SECTION 1. Annual Meeting. The annual
meeting of the shareholders shall be held at
such hour as shall be designated by the
board of directors either (i) on the last
business day of April of each year, or (ii)
on such other date, not more than thirteen
(13) months after the last preceding annual
meeting, as the board of directors shall
designate, for the purpose of electing
directors and for the transaction of such
other business as may properly be brought
before the meeting.

   SECTION 2. Special Meetings. A special
meeting of shareholders for any purpose or
purposes may be called at any time by the
chairman of the board, the president, or a
majority of the board of directors, and
shall be called by the chairman of the
board, the president, or the secretary upon
the written request therefor, stating the
purpose or purposes of the meeting,
delivered to such officer, signed by the
holders of at least ten percent (10%) of the
issued and outstanding shares entitled to
vote at such meeting. Only such business as
shall be stated or indicated in the notice
of the meeting shall be transacted at any
such special meeting of shareholders.

   SECTION 3. Place. The annual meeting of
shareholders may be held at any place as may
be designated in the call of the meeting.
Meetings of shareholders shall be held at
the principal office of the company unless
another place is designated for a meeting in
the manner provided herein.
<PAGE>
   SECTION 4. Notice. Written or printed
notice stating the place, day, and hour of
each meeting of shareholders, and in case of
a special meeting the purpose or purposes
for which the meeting is called, shall be
delivered not less than ten (10) nor more
than fifty (50) days before the date of the
meeting, either personally or by mail, by or
at the direction of the officer calling the
meeting, to each shareholder of record
entitled to vote at such meeting.

   SECTION 5. Quorum. Except as may be
otherwise provided by law or the articles of
incorporation, no meeting of shareholders
shall elect directors, or transact other
business of the company, unless there shall
be present, in person or by proxy, a quorum,
which is defined as the holders of a
majority of the issued and outstanding
shares of capital stock of the company
entitled to vote at the meeting, and the act
of a majority of the shares represented at
any meeting at which a quorum is present
shall be the act of the meeting. The
shareholders present at any meeting, though
less than a quorum, may adjourn the meeting,
and any business may be transacted at the
adjourned meeting that could have been
transacted at the original meeting. No
notice of adjournment, other than the
announcement at the meeting, need be given.

   SECTION 6. Proxies. At any meeting of
shareholders, a shareholder may vote either
in person or by proxy executed in writing by
the shareholder or by his duly authorized
attorney-in-fact. Such proxies shall be
filed with the secretary of the company
before or at the time of the meeting. No
proxy shall be valid after eleven (11)
months from the date of its execution unless
otherwise provided in the proxy. Each proxy
shall be revocable unless it is expressly
provided therein that the proxy shall be
irrevocable or unless it is otherwise made
irrevocable by law.

   SECTION 7. Voting of Shares. Each
outstanding share of a class of stock
entitled to vote upon a matter submitted to
a vote at a meeting of shareholders shall be
entitled to one vote on such matter. Votes
for directors, and upon demand of any
shareholder votes upon any question before a
meeting, shall be by ballot.

   SECTION 8. Presiding Officer and
Secretary. The chairman of the board, or in
his absence the president, shall preside at
each meeting of shareholders. In the absence
of both, a chairman selected by the board of
directors from among the directors present
shall preside. The records of each meeting
shall be kept by the secretary, or in his
absence an assistant secretary, or in the
absence of both, a person appointed by the
chairman of the meeting.

   SECTION 9. List of Shareholders. A
complete list of shareholders entitled to
vote at each shareholders' meeting, arranged
in alphabetical order, with the address of
each and number of shares of each class and
series of stock held by each, shall be
prepared by the secretary and filed at the
registered office of the company, and shall
be subject to inspection by any shareholder
during usual business hours for a period of
ten (10) days prior to such meeting. It
shall be produced at such meeting and shall
at all times during such meeting be subject
to inspection by any shareholder.

   SECTION 10. Inspectors of Election. The
chairman of each meeting of shareholders
shall appoint a committee to act as
inspectors of election. Such committee shall
report to the meeting the number of shares
of each class and series of stock, and of
all classes, represented by proxy and shall
prepare a list showing the total number of
shares of each class and series of stock,
and of all classes,
<PAGE>
represented either in person or by proxy.
The inspectors of election shall oversee
the vote of the shareholders for the election
of directors and for any other matters that are
put to a vote of shareholders at the meeting;
receive a ballot evidencing votes cast by the
proxy committee; judge the qualifications of
shareholders voting; collect, count, and
report the results of ballots cast by any
shareholders voting in person; and perform
such other duties as may be required by the
chairman of the meeting or the shareholders.

   SECTION 11. Nature of Business at
Meetings of Shareholders. No business may be
transacted at an annual meeting of
shareholders, other than business that is
either (a) specified in the notice of
meeting (or any supplement thereto) given by
or at the direction of the board of
directors (or any duly authorized committee
thereof), (b) otherwise properly brought
before the annual meeting by or at the
direction of the board of directors (or any
duly authorized committee thereof) or (c)
otherwise properly brought before the annual
meeting by a shareholder of the company (i)
who is a shareholder of record on the date
of the giving of the notice provided for in
this Section 11 and on the record date for
the determination of shareholders entitled
to vote at such annual meeting and (ii) who
complies with the notice procedures set
forth in this Section 11.

   In addition to any other applicable
requirements, for business to be properly
brought before an annual meeting by a
shareholder, such shareholder must have
given timely notice thereof in proper
written form to the Secretary of the
company.

   To be timely, a shareholder's notice to
the Secretary must be delivered to or mailed
and received at the principal executive
offices of the company not less than one
hundred and twenty (120) days nor more than
one hundred and fifty (150) days prior to
the anniversary date of the immediately
preceding annual meeting of shareholders;
provided, however, that in the event that
the annual meeting is called for a date that
is not within thirty (30) days before or
after such anniversary date, notice by the
shareholder in order to be timely must be so
received not later than the close of
business on the tenth (10th) day following
the day on which such notice of the date of
the annual meeting was mailed or such public
disclosure of the date of the annual meeting
was made, whichever first occurs.

   To be in proper written form, a
shareholder's notice to the Secretary must
set forth as to each matter such shareholder
proposes to bring before the annual meeting
(i) a brief description of the business
desired to be brought before the annual
meeting and the reasons for conducting such
business at the annual meeting, (ii) the
name and record address of such shareholder,
(iii) the class or series and number of
shares of capital stock of the company which
are owned beneficially or of record by such
shareholder, (iv) a description of all
arrangements or understandings between such
shareholder and any other person or persons
(including their names) in connection with
the proposal of such business by such
shareholder and any material interest of
such shareholder in such business and (v) a
representation that such shareholder intends
to appear in person or by proxy at the
annual meeting to bring such business before
the meeting.

   No business shall be conducted at the
annual meeting of shareholders except
business brought before the annual meeting
in accordance with the procedures set forth
in this Section 11; provided, however, that,
once business has been properly brought
before the annual meeting in accordance with
such procedures, nothing in this Section 11
shall be deemed to preclude discussion by
any shareholder
<PAGE>
of any such business. If the Chairman of an
annual meeting determines that business was not
properly brought before the annual meeting in
accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the
business was not properly brought before the
meeting and such business shall not be transacted.

                ARTICLE III.

             Board of Directors

   SECTION 1. Number, Term of Office,
Nomination, Vacancy and Removal. The
business affairs and property of the company
shall be managed and controlled by the board
of directors, and, subject to the
restrictions imposed by law, by the articles
of incorporation, or by these bylaws, the
board of directors may exercise all of the
powers of the company.

     (a)  Number. Subject to the rights of
          holders of any class or series of
          stock having a preference over the
          Common Stock of the company as to
          dividends or upon liquidation to
          elect additional directors under
          specified circumstances, the
          number of the directors of the
          company shall be fixed from time
          to time by the board of directors
          but shall not be fewer than three
          (3) nor more than twenty-five
          (25). Within these limits, the
          number of directors may be
          increased or decreased (provided
          that any decrease does not shorten
          the term of any incumbent
          director) from time to time by
          resolution of the board of
          directors. Directors must be
          shareholders, but they need not be
          residents of the State of Texas.

     (b)  Election and Terms. Subject to the
          rights of holders of any class or
          series of stock having a
          preference over the Common Stock
          of the company as to dividends or
          upon liquidation to elect
          additional directors under
          specified circumstances, directors
          shall be elected at the annual
          meeting of the shareholders. Each
          director shall serve until the
          next annual meeting and until his
          successor shall have been elected
          and qualified, or until his
          earlier death, resignation, or
          removal; provided, however, that
          the term of any director who is
          also an officer of the company or
          of any subsidiary of the company
          shall simultaneously terminate
          when that director ceases, for
          whatever reason, to be an officer
          of the company or of any
          subsidiary of the company, unless
          the board of directors, in its
          discretion and upon resolution
          adopted by a majority of the
          remaining directors then in
          office, waives the applicability
          hereof.

     (c)  Nomination of Directors. Only
          persons who are nominated in
          accordance with the following
          procedures shall be eligible for
          election as directors of the
          company, except as may be
          otherwise provided in the
          Certificate of Incorporation with
          respect to the right of holders of
          preferred stock of the company to
          nominate and elect a specified
          number of directors in certain
          circumstances. Nominations of
          persons for election to the board
          of directors may be made at any
          annual meeting of shareholders, or
          at any special meeting of
          shareholders called for the
          purpose of electing directors, (a)
          by or at the direction of the
          board of directors (or any duly
          authorized committee thereof) or
          (b) by any shareholder of the
          company (i) who is a shareholder
          of record on the date
<PAGE>
	    of the giving of the notice provided
          for in this Section 1(c) and on the
          record date for the determination
          of shareholders entitled to vote
          at such meeting and (ii) who
          complies with the notice
          procedures set forth in this
          Section 1(c).

          In addition to any other
          applicable requirements, for a
          nomination to be made by a
          shareholder, such shareholder must
          have given timely notice thereof
          in proper written form to the
          Secretary of the company.

          To be timely, a shareholder's
          notice to the Secretary must be
          delivered to or mailed and
          received at the principal
          executive offices of the company
          (a) in the case of an annual
          meeting, not less than one hundred
          and twenty (120) days nor more
          than one hundred fifty (150) days
          prior to the anniversary date of
          the immediately preceding annual
          meeting of shareholders; provided,
          however, that in the event that
          the annual meeting is called for a
          date that is not within thirty
          (30) days before or after such
          anniversary date, notice by the
          shareholder in order to be timely
          must be so received not later than
          the close of business on the tenth
          (10th) day following the day on
          which such notice of the date of
          the annual meeting was mailed or
          such public disclosure of the date
          of the annual meeting was made,
          whichever first occurs; and (b) in
          the case of a special meeting of
          shareholders called for the
          purpose of electing directors, not
          later than the close of business
          on the tenth (10th) day following
          the day on which notice of the
          date of the special meeting was
          mailed or public disclosure of the
          date of the special meeting was
          made, whichever first occurs.

          To be in proper written form, a
          shareholder's notice to the
          Secretary must set forth (a) as to
          each person whom the shareholder
          proposes to nominate for election
          as a director (i) the name, age,
          business address and residence
          address of the person, (ii) the
          principal occupation or employment
          of the person, (iii) the class or
          series and number of shares of
          capital stock of the company which
          are owned beneficially or of
          record by the person and (iv) any
          other information relating to the
          person that would be required to
          be disclosed in a proxy statement
          or other filings required to be
          made in connection with
          solicitations of proxies for
          election of directors pursuant to
          Section 14 of the Securities
          Exchange Act of 1934, as amended
          (the "Exchange Act"), and the
          rules and regulations promulgated
          thereunder; and (b) as to the
          shareholder giving the notice (i)
          the name and record address of
          such shareholder, (ii) the class
          or series and number of shares of
          capital stock of the company which
          are owned beneficially or of
          record by such shareholder, (iii)
          a description of all arrangements
          or understandings between such
          shareholder and each proposed
          nominee and any other person or
          persons (including their names)
          pursuant to which the
          nomination(s) are to be made by
          such shareholder, (iv) a
          representation that such
          shareholder intends to appear in
          person or by proxy at the meeting
          to nominate the persons named in
          its notice and (v) any other
          information relating to such
          shareholder that would be required
          to be disclosed in a proxy
          statement or other filings
          required to be made in connection
          with solicitations of proxies for
          election of directors pursuant to
          Section 14 of the Exchange Act and
          the rules and regulations
          promulgated thereunder. Such
          notice must be accompanied by
<PAGE>
	    a written consent of each proposed
          nominee to being named as a
          nominee and to serve as a director
          if elected.

          No person shall be eligible for
          election as a director of the
          company unless nominated in
          accordance with the procedures set
          forth in this Section 1(c). If the
          Chairman of the meeting determines
          that a nomination was not made in
          accordance with the foregoing
          procedures, the Chairman shall
          declare to the meeting that the
          nomination was defective and such
          defective nomination shall be
          disregarded.

     (d)  Vacancies. Subject to the rights
          of the holders of any class or
          series of stock having a
          preference over the Common Stock
          of the company as to dividends or
          upon liquidation to elect
          directors under specified
          circumstances, any vacancies on
          the board of directors resulting
          from death, resignation,
          retirement, disqualification,
          removal from office or other cause
          shall be filled by the affirmative
          vote of a majority of the
          remaining directors then in
          office, even though less than a
          quorum of the board of directors.
          Any director so elected by the
          board of directors to fill a
          vacancy shall hold office for the
          remainder of the full term of the
          director whose departure from the
          board created the vacancy. A
          directorship to be filled by
          reason of an increase in the
          number of directors by action of
          the board of directors (within the
          limits set forth in paragraph (a)
          of Section 1 of this article) may
          be filled by the board of
          directors for a term of office
          continuing only until the next
          election at an annual meeting or
          at a special meeting of
          shareholders called for that
          purpose; provided, however, that
          the board of directors shall not
          fill more than two such
          directorships during the period
          between two successive annual
          meetings of shareholders.

     (e)  Removal. Subject to the rights of
          any class or series of stock
          having a preference over the
          Common Stock of the company as to
          dividends or upon liquidation to
          elect directors under specified
          circumstances, any director may be
          removed from office, with or
          without cause, only by the
          affirmative vote of the holders of
          at least seventy-five percent
          (75%) of the combined voting power
          of the then outstanding shares of
          all classes of stock of the
          company entitled to vote generally
          in the election of directors,
          voting together as a single class.

     SECTION 2. Annual Meeting. Each newly
elected board of directors shall hold its
first meeting immediately following the
annual meeting of shareholders each year,
for the purposes of organization, the
election of a chairman of the board from
among their number, the election of officers
of the company, and the transaction of such
other business as may properly come before
such meeting, and no notice of such meeting
shall be necessary.

     SECTION 3. Regular Meetings. In
addition to the annual meeting of the board
of directors, four (4) regular meetings
shall be held in each year at the time and
place designated by the chairman of the
board, for the purpose of transacting any
business within the powers of the board.
Notice of such regular meetings shall be
given as provided herein.

     SECTION 4. Special Meetings. A special
meeting of the board of directors shall be
held whenever called by the chief executive
officer or by the secretary on the written
request of any five (5) of the directors,
and at such time and place as may be
specified in the notice thereof. Such
notice, or any waiver pursuant to Article
VII, Section 6 hereof, need not state the
purpose or purposes of such meeting.

     SECTION 5. Notice. The secretary shall
give notice to each director of each regular
and special meeting in person or by mail or
by any form of telecommunication, at least
twenty-four (24) hours before the meeting.
The attendance of a director at any meeting
shall constitute a waiver of notice of such
meeting, except where a director attends a
meeting for the express purpose of objecting
to the transaction of any business on the
grounds that the meeting has not been
lawfully called or convened.

     SECTION 6. Quorum. A majority of the
directors in office shall constitute a
quorum for the transaction of business, but
if at any meeting of the board of directors
there is less than a quorum present, a
majority of those present or any director
solely present may adjourn the meeting from
time to time without further notice. The act
of a majority of the directors present at a
meeting at which a quorum is in attendance
shall be the act of the board of directors,
unless the act of a greater number is
required by law, the articles of
incorporation, or these bylaws.

     SECTION 7. Chairman of the Board. The
chairman of the board shall preside at all
meetings of the shareholders and of the
board of directors; shall have authority to
execute all legal instruments necessary for
the transaction of the company's business;
may sign certificates for shares of capital
stock of the company; may be designated as
chief executive officer as provided in these
bylaws; and shall have such other
responsibilities and powers as may be
prescribed in these bylaws or from time to
time by the board of directors. If he is not
designated as chief executive officer, the
chairman of the board shall have such powers
and perform such duties as maybe delegated
to him by the chief executive officer, and
shall be vested with all the powers and
authorized to perform all the duties of the
chief executive officer in his absence or
inability to act.

     SECTION 8. Order of Business and
Officers at Meetings. At meetings of the
board of directors, business shall be
transacted in such order as the board may
determine from time to time. At all meetings
of the board of directors, the chairman of
the board shall preside, and in the absence
of the chairman of the board, a chairman
shall be chosen by the board of directors
from among the directors present. The
secretary of the company shall act as
secretary of all meetings of the board of
directors, or in the absence of the
secretary an assistant secretary shall so
act; or in the absence of both, the
presiding officer shall appoint any person
to act as secretary of the meeting.

     SECTION 9. Compensation. Directors
shall not receive any stated salary for
their service as directors, but by
resolution of the board of directors an
annual retainer may be paid and a fixed sum
and expenses of attendance, if any, may be
allowed for attendance at any meeting of the
board of directors; provided that nothing
contained herein shall be construed to
preclude any director from serving the
company in any other capacity and receiving
compensation therefor.
<PAGE>
     SECTION 10. Presumption of Assent. A
director of the company who is present at a
meeting of the board of directors at which
action on any company matter is taken shall
be presumed to have assented to the action
unless his dissent shall be entered in the
minutes of the meeting or unless he shall
file his written dissent to such action with
the person acting as secretary of the
meeting before the adjournment thereof or
shall forward such dissent by registered
mail to the secretary of the company
immediately after the adjournment of the
meeting. Such right to dissent shall not
apply to a director who voted in favor of
such action.

     SECTION 11. Retirement. No director of
the company shall stand for reelection as a
director following his seventieth birthday
with the exception of any person who shall
serve, or has served, as chief executive
officer of the company at any time, who
shall not be prevented by this provision
from standing for reelection as a director
for five years after retirement from the
position of chief executive officer, or
until the annual meeting following the
attainment of age seventy-five, whichever
shall first occur. Any director who is also
an officer, other than the chief executive
officer, of the company or an officer of any
subsidiary of the company shall retire as
provided in Section 1 of this article.

                 ARTICLE IV.

    Committees of the Board of Directors

     SECTION 1. Executive Committee. The
board of directors, acting by resolution
adopted by a majority of the full board of
directors, may elect from among its members
an executive committee of not fewer than
three (3) nor more than ten (10) members,
which committee shall have and may exercise
all of the authority of the board of
directors in the business and affairs of the
company except where action of the full
board of directors is specified by law. The
chief executive officer shall be a member of
the executive committee and shall be
chairman of such committee. The executive
committee shall meet at such times and
places as may be fixed by the committee, or
on the call of the chief executive officer,
at such times and places as may be
designated in the call of such meetings. The
executive committee shall maintain a record
of its proceedings and shall report to each
regular meeting of the board of directors a
summary of the actions taken by such
committee since the last regular meeting of
the board of directors.

     SECTION 2. Audit Committee. The
following shall be the charter of the audit
committee:

     (a)  Membership. The board of
          directors, acting by resolution
          adopted by a majority of the full
          board of directors, may elect from
          among its members an audit
          committee of not fewer than three
          (3) nor more than ten (10)
          members, none of whom shall be an
          officer of the company or any of
          its subsidiaries, or have any
          relationship to the company or any
          of its subsidiaries that, in the
          opinion of the board of directors,
          would interfere with the exercise
          of independent judgment as a
          committee member.
<PAGE>
	    The chairman of the committee shall be
	    elected by a majority of the full board
	    of directors at the time the
          committee is elected or at such
          time as it becomes necessary to
          elect a new chairman because of
          the chairman's death, resignation
          or removal. Each member of the
          committee shall be financially
          literate, or shall undertake to
          become financially literate within
          a reasonable period of time after
          being elected to the committee,
          and at least one member shall have
          accounting or related financial
          management expertise, as these
          qualifications are determined in
          the opinion of the board of
          directors.

     (b)  Process. The audit committee shall
          meet at such times and places as
          may be fixed by the committee, or
          on the call of its chairman, at
          such times and places as may be
          designated in the call of such
          meetings. The committee shall also
          meet promptly upon the request of
          the company's principal outside
          auditors. The committee shall
          maintain a record of its
          proceedings and shall report to
          the board of directors a summary
          of its activities not less
          frequently than twice each fiscal
          year, along with such
          recommendations as the committee
          deems appropriate.

     (c)  Responsibilities. The audit
          committee shall have the following
          powers and duties:

          (1)  subject to confirmation by the board of
               directors, to select, evaluate and, where
               appropriate, replace the principal outside
               auditors (or to nominate the principal
               outside auditors to be proposed for
               shareholder approval in any proxy
               statement);

          (2)  to discuss with the principal
               outside auditors that the
               outside auditors are
               ultimately accountable to the
               board of directors and the
               audit committee;

          (3)  to review at regular
               intervals audit arrangements
               for the company and its
               subsidiaries and the reports
               to be rendered;

          (4)  to review in advance the plan
               and scope of the audit of the
               company and its subsidiaries
               to be performed by the
               principal outside auditors
               and the related estimate of
               fees, and to recommend such
               audit plan, scope, and fee
               estimate for board approval;

          (5)  to review non-audit services
               and fees of the company's
               principal outside auditors,
               giving appropriate
               consideration to the possible
               effect on the auditors'
               independence of each
               non-audit service provided;

          (6)  to ensure that the principal
               outside auditors submit to
               the committee at least
               annually a formal written
               statement delineating all
               relationships between the
               principal outside auditors
               and the company, and to
               review with the principal
               outside auditors any
               disclosed relationships or
               services that may impact the
               objectivity and independence
               of the outside auditors for
               the purpose of recommending,
               as necessary, that the board
               of directors take appropriate
               action
<PAGE>
		   to satisfy itself of
               the outside auditors'
               independence;

          (7)  to review periodically with
               the company's principal
               outside auditors the
               accounting principles and
               policies of the company,
               including any matters
               required to be discussed by
               Statement on Auditing
               Standards No. 61, as it may
               be amended or supplemented;

          (8)  to review periodically with
               the company's principal
               outside auditors such matters
               relating to the internal
               auditing systems and
               procedures and the internal
               accounting controls of the
               company and its subsidiaries
               as the committee or the board
               of directors may determine to
               be necessary or desirable;

          (9)  to review periodically the
               coordination between the
               company's principal outside
               auditors and the company's
               internal audit staff, and to
               review with the company's
               principal outside auditors,
               upon completion of their
               audit, their findings and
               recommendations and the
               responses of the company's
               management to such findings
               and recommendations;

          (10) to review and discuss with
               management the company's
               audited financial statements;

          (11) to recommend to the board of
               directors that the audited
               financial statements
               presented to the audit
               committee be included in the
               company's annual report on
               Form 10-K;

          (12) to periodically review the
               company's corporate
               responsibility program and
               receive information and
               assurances from management as
               to its effectiveness;

          (13) to conduct from time to time,
               or cause to be conducted,
               such investigations or
               inquiries relating to the
               committee's responsibilities,
               including accounting or audit
               matters, as the facts
               presented to the committee
               warrant and as the committee
               may deem necessary or
               appropriate in the interest
               of the company and its
               shareholders;

          (14) to confer with and direct the
               officers of the company to
               the extent necessary to
               exercise the committee's
               powers and to carry out its
               duties;

          (15) to meet with representatives
               of any outside auditors of
               the company and/or its
               internal audit staff in the
               absence of management,
               whenever the committee deems
               such to be appropriate; and

          (16) to perform such additional duties as
               may be assigned to the committee by the
               board of directors.
<PAGE>
     SECTION 3. Personnel Committee. The
board of directors, acting by resolution
adopted by a majority of the full board of
directors, may elect from among its members
a personnel committee of not fewer than
three (3) nor more than ten (10) members,
none of whom shall be an officer of the
company or of any of its subsidiaries during
the time of service on this committee. The
chairman of the committee shall be elected
by a majority of the full board of directors
at the time the committee is elected or at
such time as it becomes necessary to elect a
new chairman because of the chairman's death
or resignation. The committee shall meet at
such times and places as may be fixed by the
committee, or on the call of its chairman,
at such times and places as may be
designated in the call of such meetings. The
committee shall maintain a record of its
proceedings and shall report to each regular
meeting of the board of directors a summary
of the actions taken by the committee since
the last regular meeting of the board of
directors.

     The personnel committee shall have the
     following powers and duties:

     (a)  to review the relationship of the
          contribution of key officers and
          employees to the company's
          performance and prospects;

     (b)  to review and approve and
          recommend to the board of
          directors for approval or
          ratification the annual salary of
          any officer of the company or of a
          subsidiary of the company whose
          annual salary is or will be of an
          amount which will place him or her
          among the twenty-five most highly
          salaried officers in the group;

     (c)  to review and approve or ratify
          the annual salary of any officer
          or employee of the company or of a
          subsidiary of the company whose
          annual salary is or will be of an
          amount which will place him or her
          among the second twenty-five most
          highly salaried officers in the
          group;

     (d)  to review and approve incentive
          compensation and other employee
          benefit programs;

     (e)  to review key personnel issues;
          and

     (f)  to perform such additional duties
          as may be assigned to the
          committee by the board of
          directors.

     SECTION 4. Other Committees. In
addition to the executive, audit, and
personnel committees, the board of directors
may, by resolution adopted by a majority of
the full board of directors, elect from
among its own members such other committees
as it shall deem to be appropriate, each of
which shall have and may exercise that
authority of the board of directors which
shall have been delegated to it in the
resolution creating such committee, except
as may be prohibited by law.

     SECTION 5. Term of Office and Committee
Size. The term of office of each member of
any committee shall be the period designated
by the board of directors, but shall not be
longer than one year and until his successor
shall be elected, unless such member shall
be removed by the board of directors, as
provided in this section, or the committee
is dissolved by the board of directors. A
<PAGE>
member of any committee may be removed
during the period between annual meetings by
action of the majority of the full board of
directors at any regular or special meeting.
The membership of any committee elected by
the board of directors may be increased or
decreased during the period between annual
meetings, subject to any limitations of this
article, by action of the majority of the
full board of directors at any regular or
special meeting.

     SECTION 6. Quorum. A majority of the
members of any committee shall constitute a
quorum for the transaction of business. The
act of the majority of the members present
at a meeting at which a quorum is present
shall be the act of the committee.

     SECTION 7. Responsibility. The
designation of any committee and the
delegation thereto of authority shall not
operate to relieve the board of directors,
or any member thereof, of any responsibility
imposed upon it or him by law.

     SECTION 8. Vacancies. The board of
directors may fill all vacancies in any
committee.


                 ARTICLE V.

                  Officers

     SECTION 1. Titles and Term of Office.
The board of directors at its annual meeting
shall elect officers of the company as
follows: a chief executive officer, a
president and a secretary. The board of
directors may also elect one or more vice
chairmen. The board of directors or the
executive committee may elect other
officers, including one or more executive
vice presidents, senior vice presidents,
vice presidents, a general counsel, a
controller, a general auditor, and other
officers and assistant officers as the board
of directors or the executive committee
deems necessary. Each officer shall hold
office for the term for which he is elected
and until his successor shall have been duly
elected and qualified, or until his death,
resignation, or removal in the manner
hereinafter provided. One person may hold
more than one office except that the
president shall not also hold the office of
secretary. The chief executive officer shall
be a director of the company, but no other
officer need be a director.

     SECTION 2. Removal. Any officer who may
be elected only by the board of directors
may be removed only by the board of
directors. Any officer who may be elected by
either the board of directors or the
executive committee may be removed by either
the board of directors or the executive
committee. Removal of any officer may occur
whenever in the judgment of the board of
directors or the executive committee, as the
case may be, the best interests of the
company will be served thereby, but such
removal shall be without prejudice to the
contract rights, if any, of the person so
removed. Election of an officer shall not of
itself create contract rights.

     SECTION 3. Vacancies. A vacancy in the
office of any officer may be filled for the
unexpired portion of the term by the board
of directors.
<PAGE>
     SECTION 4. Chief Executive Officer. The
board of directors shall designate either
the chairman of the board or the president
to be the chief executive officer of the
company. All other officers of the company
shall be subordinate to the chief executive
officer and shall report to him as he may
direct. The chief executive officer shall
have responsibility for the general
management and direction of the business of
the company and for the execution of all
orders and resolutions of the board of
directors. In addition to the powers
prescribed in these bylaws, he shall have
all of the powers usually vested in the
chief executive officer of a corporation and
such other powers as may be prescribed from
time to time by the board of directors. He
may delegate any of his powers and duties to
any other officer with such limitations as
he may deem proper.

     SECTION 5. President. In the absence of
the chairman of the board, the president
shall preside at all meetings of the
shareholders; shall have authority to
execute all legal instruments necessary for
the transaction of the company's business;
may sign certificates for shares of capital
stock of the company; and may be designated
as chief executive officer, as provided in
these bylaws. He may delegate such of his
powers and duties to other officers with
such limitations as he may deem proper. The
president shall have such other powers and
duties as may be prescribed in these bylaws
or from time to time by the board of
directors. If he is not designated as chief
executive officer, the president shall have
such powers and perform such duties as may
be delegated to him by the chief executive
officer, and shall be vested with all the
powers and authorized to perform all the
duties of the chief executive officer in his
absence or inability to act.

     SECTION 6. Vice Chairman. Each vice
chairman shall have authority to execute all
legal instruments necessary for the
transaction of the company's business; shall
have such other powers and duties as may be
delegated to him by the board of directors
or the chief executive officer; and may
exercise the powers of the president during
his absence or inability to act.

     SECTION 7. Vice President. Each vice
president shall have such powers and duties
as may be delegated to him by the board of
directors or the chief executive officer, or
any authorized officers senior to the vice
president.

     SECTION 8. Secretary. The secretary
shall keep the minutes of all meetings of
the board of directors, of the shareholders,
and of the executive committee; shall issue
all notices; may sign with the chairman of
the board, the president, or a vice chairman
in the name of the company all legal
instruments necessary for the transaction of
the company's business and affix the seal of
the company thereto; shall sign with the
chairman of the board or president all
certificates for shares of the capital stock
of the company; and shall have such other
powers and duties as may be prescribed by
the board of directors or the chief
executive officer.

     SECTION 9. Treasurer. The treasurer
shall have responsibility for the
safekeeping and custody of all the funds and
securities of the company; shall establish
and execute programs for the provision of
the capital required by the company,
including negotiating the procurement of
capital and maintaining the required
financial arrangements; shall establish and
maintain adequate sources for the company's
short-term borrowings; shall establish and
maintain liaison with investment bankers and
financial analysts; shall establish and
maintain banking arrangements; and shall
have such other powers and duties as may be
prescribed by the board of directors or the
chief executive officer.
<PAGE>
     SECTION 10. Powers and Duties of
Assistant Secretaries. Each assistant
secretary shall have the usual powers and
duties pertaining to his office, together
with such other powers and duties as may be
assigned to him by the secretary, and may
exercise the powers of the secretary during
that officer's absence or inability to act.
Any action taken by an assistant secretary
in the performance of the duties of the
secretary shall be conclusive evidence of
the absence or inability to act of the
secretary at the time such action was taken.

     SECTION 11. Powers and Duties of
Assistant Treasurers. Each assistant
treasurer shall have the usual powers and
duties pertaining to his office, together
with such other powers and duties as may be
assigned to him by the treasurer, and may
exercise the powers of the treasurer during
that officer's absence or inability to act.
Any action taken by an assistant treasurer
in the performance of the duties of the
treasurer shall be conclusive evidence of
the absence or inability to act of the
treasurer at the time such action was taken.


                 ARTICLE VI.

  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 1. Actions. The company shall
indemnify any person who was or is a named
defendant or respondent or is threatened to
be made a party to any threatened, pending
or completed action, suit or proceeding,
whether civil, criminal, administrative,
arbitrative, or investigative (including any
action by or in the right of the company),
or any appeal of such action, suit or
proceeding and any inquiry or investigation
that could lead to such an action, suit or
proceeding, by reason of the fact that he is
or was a director, officer or employee of
the company, or is or was serving at the
request of the company as a director,
officer, partner, venturer, proprietor,
trustee, employee, or similar functionary of
another foreign or domestic corporation or
non-profit corporation, partnership, joint
venture, sole proprietorship, trust,
employee benefit plan or other enterprise
(any such person acting in any such capacity
being hereinafter referred to as "potential
indemnitee"), against judgments, penalties
(including excise and similar taxes), fines,
amounts paid in settlement, and reasonable
expenses (including court costs and
attorneys' fees) actually incurred by him in
connection with such action, suit or
proceeding, if he acted in good faith and in
a manner he reasonably believed, (i) in the
case of conduct in his official capacity as
a director of the company, to be in the best
interests of the company and (ii) in all
other cases, to be not opposed to the best
interests of the company; and, with respect
to any criminal action or proceeding, if he
had no reasonable cause to believe his
conduct was unlawful; provided, however,
that in connection with any action, suit or
proceeding in which the person shall have
been adjudged to be liable to the company or
liable on the basis that personal benefit
was improperly received by him, whether or
not the benefit resulted from an action
taken in the person's official capacity as a
director or officer, (i) indemnification
shall be limited to reasonable expenses
(including court costs or attorneys' fees)
actually incurred in connection with such
proceeding, and (ii) indemnification shall
be prohibited, if the person is found liable
for willful or intentional misconduct in the
performance of his duty to the company. The
termination of any action, suit or
proceeding by judgment, order, settlement,
or conviction, or on a plea of nolo
contendere or its equivalent shall not, of
itself, create a presumption that the person
did not act in good faith and in a manner
which he reasonably believed to be in the
best interests of the company; and, with
respect
<PAGE>
to any criminal action or proceeding, shall
not create a presumption that the person had
reasonable cause to believe that his conduct
was unlawful.

     SECTION 2. Success on Merits or
0therwise. Where a potential indemnitee has
been wholly successful, on the merits or
otherwise, in defense of any such action,
suit or proceeding, he shall be indemnified
against reasonable expenses (including court
costs and attorneys' fees) actually incurred
by him in connection therewith.

     SECTION 3. Determination that
Indemnification is Proper. Any
indemnification under Section 1 of this
article (unless otherwise ordered by a court
of competent jurisdiction) shall be made by
the company only as authorized in a specific
case upon a determination that the
applicable standard of conduct has been met.
Such determination shall be made (i) by the
board of directors by a majority vote of a
quorum consisting of directors who at the
time of the vote have not been named as
defendants or respondents in such action,
suit or proceeding, or (ii) if such a quorum
cannot be obtained, by a majority vote of a
committee of the board of directors,
designated to act in the matter by a
majority vote of all directors, consisting
solely of two or more directors who at the
time of the vote are not named defendants or
respondents in such action, suit or
proceeding, or (iii) by special legal
counsel selected by the board of directors
(or a committee thereof) by vote in the
manner set forth in subparagraphs (i) and
(ii) of this Section 3, or if such a quorum
cannot be obtained and such a committee
cannot be established, by a majority vote of
all directors, or (iv) by the shareholders
in a vote that excludes the shares held by
any director who is named as a defendant or
respondent in such action, suit or
proceeding.

     SECTION 4. Expenses Prior to Final
Disposition. Reasonable expenses incurred by
a director, officer, or employee of the
company or other person entitled to
indemnity hereunder, who was, is or is
threatened to be made a named defendant or
respondent in any such action, suit or
proceeding described in Section 1 shall be
paid by the company in advance of the final
disposition thereof upon receipt of a
written affirmation by the director,
officer, employee or other person of his
good faith belief that he has met the
standard of conduct necessary for
indemnification under this article and a
written undertaking by or on behalf of the
director, officer, employee or other person
to repay such amount if it is ultimately
determined that the person has not met such
necessary standard of conduct or that
indemnification is prohibited by Section 1
of this article. Determinations with respect
to payments under this Section 4 shall be
made in the manner specified by Section 3
for determining that indemnification is
permissible, except as otherwise provided by
law.

     SECTION 5. Nonexclusive
Rights-Continuance Beyond Tenure. The
indemnification provided by this article
shall not be deemed (i) to be exclusive of
any other rights consistent with law to
which the person indemnified may be entitled
under the articles of incorporation of the
company, bylaws, any general or specific
action of the board of directors, agreement,
authorization of shareholders, or otherwise,
or as may be permitted or required by law,
both as to action in his official capacity
as a director and as to action in another
capacity while holding such office, or (ii)
to be a limitation upon the power of the
company to indemnify and to advance
expenses, consistent with law. The
indemnification provided by this article
shall continue as to a person who has ceased
to be a director, officer, or employee of
the company or other person entitled to
indemnity hereunder or to serve in
<PAGE>
such other capacity in which he was entitled
to indemnification hereunder, and shall inure
to the benefit of his heirs and legal
representatives.

     SECTION 6. Insurance Authorized.
Subject to any restrictions now or hereafter
established by applicable law, the company
shall have power to purchase and maintain
insurance on behalf of any person who is or
was a director, officer, or employee of the
company or who is or was serving at the
request of the company as a director,
officer, partner, venturer, proprietor,
trustee, employee, agent, or similar
functionary of another foreign or domestic
corporation or non-profit corporation,
partnership, joint venture, sole
proprietorship, trust, employee benefit
plan, or other enterprise, against any
liability asserted against him and incurred
by him in such a capacity or arising out of
his status as such a person, whether or not
the company would have the power to
indemnify him against that liability under
the provisions of this article or the Texas
Business Corporation Act.

     SECTION 7. Definitions. For purposes of
this article, references to "the company"
include any domestic or foreign predecessor
entity of the company in a merger,
consolidation, or other transaction in which
the liabilities of the predecessor are
transferred to the company by operation of
law and in any other transaction in which
the company assumes the liabilities of the
predecessor but does not specifically
exclude liabilities that are the subject
matter of this article. For purposes of this
article, references to "serving at the
request of the company" shall include any
service as a director, officer or employee
of the company which imposes duties on, or
involves services by, such director, officer
or employee with respect to an employee
benefit plan, its participants or
beneficiaries; and a person who acted in
good faith and in a manner he reasonably
believed to be in the interest of the
participants and beneficiaries of an
employee benefit plan shall be deemed to
have acted in a manner "not opposed to the
best interests of the company" as referred
to in this article.

     SECTION 8. Expenses as Witness.
Notwithstanding any other provision of this
article, the company may pay or reimburse
expenses incurred by any director, officer,
or employee of the company or any other
potential indemnitee hereunder in connection
with his appearance as a witness or other
participation in any action, suit or a
proceeding described in Section 1 at a time
when he is not a named defendant or
respondent in such action, suit or
proceeding.

     SECTION 9. Notice to Shareholders. Any
indemnification of or advance of expenses to
a director in accordance with this article
shall be reported in writing to the
shareholders of the company with or before
the notice or waiver of notice of the next
shareholders' meeting or with or before the
next submission to shareholders of a consent
to action without a meeting and, in any
case, within the twelve-month period
immediately following the date of the
indemnification or advance.
<PAGE>

                ARTICLE VII.

          Miscellaneous Provisions

     SECTION 1. Registered Office. Unless
the board of directors otherwise determines,
the registered office of the company,
required by the Texas Business Corporation
Act to be maintained in the State of Texas,
shall be the principal place of business of
the company, but such registered office may
be changed from time to time by the board of
directors in the manner provided by law and
need not be identical to the principal place
of business of the company.

     SECTION 2. Books and Records. Correct
and complete books and records of account of
the company and the minutes of the
proceedings of its shareholders, board of
directors, and each committee of its board
of directors shall be kept at the registered
office of the company. Records of the
original issuance of shares issued by the
company and of each transfer of those shares
that have been presented for registration of
transfer shall be kept at the registered
office of the company or at the office of
its principal transfer agent or registrar. A
record of the past and present shareholders
of the company, giving the names and
addresses of all such shareholders and the
number of shares of each class and series of
stock held by each, shall also be kept at
the registered office of the company or at
the office of its principal transfer agent
or registrar. Any books, records, and
minutes may be in written form or in any
other form capable of being converted into
written form within a reasonable time. Any
person who shall have been a holder of
record of shares for at least six (6) months
immediately preceding his demand, or who
shall be the holder of record of at least
five percent (5%) of all the outstanding
shares of the company, upon written demand
stating the purpose thereof, or any director
of the company shall have the right to
examine, in person or by agent, accountant,
or attorney, at any reasonable time or
times, for any proper purpose, its relevant
books and records of account, minutes, and
share transfer records, and to make extracts
therefrom.

     SECTION 3. Action Without Meeting and
Telephone Meetings. Any action permitted, or
required by law, these bylaws, or the
articles of incorporation of the company, to
be taken at a meeting of the board of
directors or of any committee thereof may be
taken without a meeting if a consent in
writing, setting forth the action so taken,
is signed by all the members of the board of
directors or of such committee, as the case
may be. Such consent shall have the same
force and effect as a unanimous vote at a
meeting.

     Subject to the notice requirements of
these bylaws, members of the board of
directors or of any committee created by the
board of directors may participate in and
hold a meeting of such board or committee by
means of conference telephone or similar
communications equipment, including
teleconferencing via a satellite
communications system, provided all persons
participating in the meeting can hear each
other.

     SECTION 4. Fiscal Year. The fiscal year
of the company shall be the calendar year.

     SECTION 5. Seal. The seal of the
company shall be such as from time to time
may be approved by the board of directors.
<PAGE>
     SECTION 6. Notice and Waiver of Notice.
Whenever any notice is required to be given
under the provisions of these bylaws, said
notice shall be deemed to be sufficient if
given by depositing the same in a post
office box in a sealed postpaid wrapper
addressed to the person entitled thereto at
his post office address, as it appears on
the records of the company, and such notice
shall be deemed to have been given on the
day of such mailing. A waiver of notice,
signed by the person or persons entitled to
said notice, whether before or after the
date and time stated therein, shall be
deemed equivalent thereto.

     SECTION 7. Resignations. Any director
or officer may resign at any time. Such
resignation shall be made in writing and
shall take effect at the time specified
therein, or if no time be specified, at the
time of its receipt by the chairman of the
board, the president, or the secretary. The
acceptance of a resignation shall not be
necessary to make it effective, unless
expressly so provided in the resignation.

     SECTION 8. Securities of Other
Corporations. The board of directors shall
by resolution designate the officers of the
company who shall have power and authority
to transfer, endorse for transfer, vote, or
consent to or take any other action with
respect to any securities of another issuer
which may be held or owned by the company
and to make, execute, and deliver any
waiver, proxy, or consent with respect to
any such securities.

     SECTION 9. Investments and Loans.
Investments and loans of the company shall
be made pursuant and subject to the
provisions of the law.

     SECTION 10. Execution of Contracts and
Other Instruments. All contractual or
obligatory undertakings, including but not
limited to deeds, conveyances, transfers,
and releases, shall be signed by, (a) the
chairman of the board, the president, a vice
chairman, or a vice president, or (b) any
attorney-in-fact or agent of the company who
has been, or at any time in the future may
be, appointed by the chairman of the board,
the president, a vice chairman, or a vice
president, and by the company secretary or
an assistant secretary. When necessary, such
instruments may have the corporate seal
affixed and may be attested by the secretary
or an assistant secretary. Checks may be
signed by the chairman of the board, the
president, a vice chairman, a vice
president, the secretary, the treasurer, or
any other person who may be authorized by
the board of directors or the chief
executive officer.

     SECTION 11. Rules and Regulations.
Rules and regulations for the conduct of the
company's business not in conflict with
these bylaws may be adopted by the executive
committee by resolution duly recorded in the
minutes of the committee; provided, however,
that such action may be modified or
abrogated by the board of directors.
<PAGE>

                ARTICLE VIII.

                 Amendments

     Unless otherwise provided in the
Articles of Incorporation, the power to
alter, amend, or repeal these bylaws or
adopt new bylaws shall be vested in the full
board of directors subject, however, to
repeal or change by action of the
affirmative vote of the holders of at least
seventy-five percent (75%) of the then
outstanding shares of all classes of stock
of the company entitled to vote generally in
election of directors, voting together as a
single class.