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                             DESTEC ENERGY, INC.


                                    BYLAWS




                                  AS AMENDED


                               DECEMBER 6, 1996

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                                 DESTEC ENERGY, INC.
                                           
                                      SECTION I
                                    CAPITAL STOCK
                                           
         Section 1.1  CERTIFICATES.  Every holder of stock in the Company shall
be entitled to have a certificate signed in the name of the Company by the
Chairman of the Board of Directors or the President or an Executive Vice
President or a Vice President, and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company certifying the number of
shares in the Company owned by such holder. If such certificate is countersigned
(a) by a transfer agent other than the Company or its employee, or, (b) by a
registrar other than the Company or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Company with the same
effect as if such person were such officer, transfer agent, or registrar at the
date of issue. The certificates representing the capital stock of the Company
shall be in such form as shall be approved by the Board of Directors.

    Section 1.2  RECORD OWNERSHIP.  The certificates of each class or series of
a class of stock shall be numbered consecutively. A record of the name and
address of the holder of each certificate, the number of shares represented
thereby and the date of issue thereof shall be made on the Company's books. The
Company shall be entitled to treat the holder of record of any share 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 any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of the State of Delaware.


                                                   As Amended December 6, 1996

<PAGE>

    Section 1.3  TRANSFER OF RECORD OWNERSHIP.  Transfers of stock shall be
made on the books of the Company only by direction of the person named in the
certificate or such person's attorney, lawfully constituted in writing, and only
upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby, which certificate shall be canceled before the new
certificate is issued.

    Section 1.4  LOST CERTIFICATES.  Any person claiming a stock certificate in
lieu of one lost, stolen or destroyed shall give the Company an affidavit which
the Company determines in its discretion is satisfactory as to such person's
ownership of the certificate and of the facts which go to prove its loss, theft
or destruction. Such person shall also, if required by policies adopted by the
Board of Directors, give the Company a bond, in such form as may be approved by
the General Counsel or his or her staff, sufficient to indemnify the Company
against any claim that may be made against it on account of the alleged loss of
the certificate or the issuance of a new certificate.

    Section 1.5  TRANSFER AGENTS; REGISTRARS: RULES RESPECTING CERTIFICATES. 
The Board of Directors may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more registrars. The Board of
Directors may make such further rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates of the
Company.

    Section 1.6  RECORD DATE.  The Board of Directors may fix in advance a
date, not exceeding sixty days preceding the date of any meeting of
stockholders, payment of dividend or other distribution, allotment of rights, or
change, conversion or exchange of capital stock or for the purpose of any other
lawful action, as the record date for determination of the stockholders entitled
to notice of and to vote at any such meeting and any adjournment thereof, or to
receive any such dividend or other distribution or allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to participate in any such other lawful action, and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such 


                                 Page 2 of 24      As Amended December 6, 1996

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notice of and to vote at such meeting and any adjournment thereof, or to 
receive such dividend or other distribution or allotment of rights, or to 
exercise such rights, or to participate in any such other lawful action, as 
the case may be, notwithstanding any transfer of any stock on the books of 
the Company after any such record date fixed as aforesaid.

                                SECTION II
                        MEETINGS OF STOCKHOLDERS

     Section 2.1  ANNUAL MEETING.  The annual meeting of the holders of such 
classes or series of stock as are entitled to notice hereof and to vote 
thereat pursuant to the provisions of the Certificate of Incorporation (the 
"Annual Meeting of Stockholders") for the election of Directors and for the 
transaction of such other business as may properly come before the meeting 
shall be held on such date as the Board of Directors shall each year fix. 
Each such annual meeting shall be held at such place, within or without the 
State of Delaware, and hour as shall be determined by the Board of Directors. 
The day, place and hour of each annual meeting shall be specified in the 
notice of annual meeting pursuant to Section 2.4 of this Section II.

    The annual meeting of stockholders may be adjourned by the presiding
officer of the meeting for any reason (including, if the presiding officer
determines that it would be in the best interests of the Company to extend the
period of time for the solicitation of proxies) from time to time and place to
place until the presiding officer shall determine that the business to be
conducted at the meeting is completed, which determination shall be conclusive.

    At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors; (b) otherwise properly brought before the meeting by or at the
direction of the 


                                 Page 3 of 24      As Amended December 6, 1996

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Board of Directors; or (c) otherwise properly brought before the meeting by a 
stockholder. For business to be properly brought before an annual meeting by 
a stockholder, the stockholder must have given timely notice thereof in 
writing to the Secretary of the Company. To be timely, a stockholder's notice 
must be delivered to or mailed and received at the principal executive 
offices of the Company, not less than 60 days nor more than 180 days prior to 
the anniversary date of the immediately preceding annual meeting; provided, 
however, that in the event that the date of the annual meeting is more than 
45 days later than the anniversary date of the immediately preceding annual 
meeting, notice by the stockholder to be timely must be received not later 
than the close of business on the tenth day following the date on which 
notice of the date of the annual meeting was mailed or public disclosure was 
made. A stockholder's notice to the Secretary shall set forth as to each 
matter the stockholder proposes to bring before the annual meeting (a) a 
brief description of the business desired to be brought before the annual 
meeting, (b) the name and address, as they appear on the Company's books, of 
the stockholder proposing such proposal; (c) the class and number of shares 
of the Company which are beneficially owned by the stockholder, and (d) any 
material interest of the stockholder in such business. In addition, if the 
stockholder's ownership of shares of the Company, as set forth in the notice, 
is solely beneficial, documentary evidence of such ownership must accompany 
the notice. Notwithstanding anything in the Bylaws to the contrary, no 
business shall be conducted at an annual meeting except in accordance with 
the procedures set forth in this Section 2.1. The presiding officer of an 
annual meeting shall, if the facts warrant, determine and declare to the 
meeting that any business which was not properly brought before the meeting 
is out of order and shall not be transacted at the meeting.

    Section 2.2  SPECIAL MEETINGS.  Except as otherwise required by law,
special meetings of the stockholders may be called only by the Chairman of the
Board, the President, or the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors. Each special meeting


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shall be held at such place, within or without the State of Delaware, and 
hour as shall be determined by the Board of Directors. The day, place and 
hour of each special meeting shall be specified in a notice of special 
meeting. At any special meeting of stockholders, only such business shall be 
conducted as shall be provided for in the resolution or resolutions calling 
the special meeting or, where no such resolution or resolutions have been 
adopted, only such business shall be conducted as shall be provided in the 
notice to stockholders of the special meeting. Any special meeting of 
stockholders may be adjourned by the presiding officer of the meeting for any 
reason (including, if the presiding officer determines that it would be in 
the best interests of the Company to extend the period of time for the 
solicitation of proxies) from time to time and from place to place until the 
presiding officer shall determine that the business to be conducted at the 
meeting is completed, which determination shall be conclusive.

    Section 2.3  STOCKHOLDER ACTION; HOW TAKEN.  Any action required or
permitted to be taken by the stockholders of the Company must be effected at a
duly called annual or special meeting of such holders and may not be effected by
any consent in writing by such holders.

    Section 2.4  NOTICE OF MEETING.  Subject to Section VI of these Bylaws,
notice of every meeting of the stockholders shall be given in the manner
prescribed by law.

    Section 2.5  QUORUM.  Except as otherwise required by law, the Certificate
of Incorporation or these Bylaws, the holders of not less than one-third of the
shares entitled to vote at any meeting of the stockholders, present in person or
by proxy, shall constitute a quorum and the act of the majority of such quorum
shall be deemed the act of the stockholders.

    If a quorum shall fail to attend any meeting, the presiding officer of the
meeting may adjourn the meeting to another place, date or time, without notice
other than announcement at the meeting. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the 


                                 Page 5 of 24      As Amended December 6, 1996

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adjourned meeting, a notice of the adjourned meeting shall be given to each 
stockholder entitled to vote at the meeting.

    If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be reconvened with
those present constituting a quorum, then except as otherwise required by law,
those present at such reconvened meeting shall constitute a quorum and all
matters shall be determined by a majority of votes cast at such reconvened
meeting.

    Section 2.6  VOTING LIST.  The officer who has charge of the stock ledger
of the Company shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

    Section 2.7  VOTING.  When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificate of Incorporation or of these
Bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. Every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing signed by such stockholder (which for purposes of this
section may include a signature and form of proxy pursuant to a facsimile or
telegraphic form of proxy or any other instrument 


                                 Page 6 of 24      As Amended December 6, 1996

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acceptable to the Inspector of Election), bearing a date not more than three 
years prior to voting, unless such instrument provides for a longer period, 
and filed with the Secretary of the Company before, or at the time of, the 
meeting. If such instrument shall designate two or more persons to act as 
proxies, unless such instrument shall provide to the contrary, a majority of 
such proxies present at any meeting at which their powers thereunder are to 
be exercised shall have and may exercise all the powers of voting or giving 
consents thereby conferred, or if only one be present, then such powers may 
be exercised by that one; or, if a majority does not agree on any particular 
issue, each proxy so attending shall be entitled to exercise such powers in 
respect of the same portion of the shares as he is of the proxies 
representing such shares.

    Section 2.8  VOTING OF STOCK OF CERTAIN HOLDERS.  Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the Bylaws of such corporation may prescribe, or in the
absence of such provisions, as the Board of Directors of such corporation may
determine, in either case either specifically with respect to such shares or
generally with respect to any action to be taken by such corporation. Shares
standing in the name of a deceased person may be voted by the executor or
administrator of such deceased person, either in person or by proxy. Shares
standing in the name of a guardian, conservator or trustee may be voted by such
fiduciary, either in person or by proxy, but no such fiduciary shall be entitled
to vote shares held in such fiduciary capacity without a transfer of such shares
into the name of such fiduciary. Shares standing in the name of a receiver may
be voted by such receiver. A stockholder whose shares are pledged shall be
entitled to vote such shares, unless in the transfer by the pledgor on the books
of the Company, he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent the stock and vote thereon.


                                 Page 7 of 24      As Amended December 6, 1996

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    Section 2.9  TREASURY STOCK.  The Company shall not vote, directly or
indirectly, shares of its own stock owned by it; and such shares shall not be
counted in determining the total number of outstanding shares.

    Section 2.10  PROCEDURE.  The order of business and all other matters of
procedure at every meeting of the stockholders shall be determined by the
presiding officer of the meeting, who shall be the Chairman of the Board of
Directors, the President or such other officer of the Company as designated by
the Board. The presiding officer of the meeting shall have all the powers and
authority vested in a presiding officer by law or practice without restriction,
including, without limitation, the authority, in order to conduct an orderly
meeting, to impose reasonable limits on the amount of time at the meeting taken
up in remarks by any one stockholder and to declare any business not properly
brought before the meeting to be out of order. The presiding officer of each
meeting shall appoint one or more Inspectors of Election to serve at every
meeting of the stockholders.

                                     SECTION III

                                  BOARD OF DIRECTORS

     Section 3.1  NUMBER AND QUALIFICATIONS.  The business and affairs of the 
Company shall be managed by or under the direction of its Board of Directors. 
The number of Directors constituting the entire Board of Directors shall be 
not less than six nor more than fifteen, as authorized from time to time 
exclusively by a vote of a majority of the entire Board of Directors. As used 
in these Bylaws, the term "entire Board of Directors" means the total 
authorized number of Directors that the Company would have if there were no 
vacancies.

    Section 3.2  NOMINATION OF DIRECTORS.  Nominations for the election of
Directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any stockholder of record of stock of the Company
entitled to vote at such meeting and entitled to vote in the election of


                                 Page 8 of 24      As Amended December 6, 1996

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Directors generally. However, any stockholder entitled to vote in the election
of Directors may nominate one or more persons for election as Directors at a
meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been received, either by personal delivery or by
United States mail, postage prepaid, by the Secretary of the Company not later
than (i) with respect to an election to be held at an annual meeting of
stockholders, 90 days prior to the anniversary date of the date of the
immediately preceding annual meeting, and (ii) with respect to an election to be
held at a special meeting of stockholders for the election of Directors, the
close of business on the tenth day following the date on which notice of such
meeting is first given to stockholders. Each such notice shall set forth: (a)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations); and (e) the consent of
each nominee to serve as a Director of the Company if so elected. The presiding
officer of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.

    Section 3.3  RESIGNATION.  A Director may resign at any time by giving
written notice to the Chairman of the Board, to the President, or to the
Secretary. Unless otherwise stated in such notice of resignation, the acceptance
thereof shall not be necessary to make it effective; and such resignation shall


                                 Page 9 of 24      As Amended December 6, 1996

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take effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.

     Section 3.4  REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held without prior notice at such time and place as  shall from time 
to time be determined by the Board of Directors. A  meeting of the Board of 
Directors for the election of officers and the transaction of such other 
business as may come before it may be held  without notice immediately 
following the annual meeting of stockholders.

     Section 3.5  SPECIAL MEETINGS.  Special meetings of the Board of 
Directors may be called by the Chairman of the Board or the President or at 
the request in writing of no less than one-third plus one of the Directors 
then in office.

     Section 3.6  NOTICE OF SPECIAL MEETINGS.  Notice of the time and place 
of each special meeting shall be mailed to each Director at least two days 
before the meeting or telegraphed or telecopied to such Director at least one 
day before the meeting. Neither the business to be transacted at, nor the 
purpose of, any special meeting of the Board of Directors need be specified 
in any notice or written waiver of notice unless so required by the 
Certificate of Incorporation or by the Bylaws. Unless limited by law, by the 
Certificate of Incorporation or by the Bylaws, any and all business may be 
transacted at any special meeting.

     Section 3.7  PLACE OF MEETINGS.  The Directors may hold their meetings 
and have an office or offices outside of Delaware.

     Section 3.8  QUORUM.  A majority of the total number of Directors then 
holding office shall constitute a quorum. In the event of lack of a quorum, a 
majority of the Directors present may adjourn the meeting from time to time 
without notice other than announcement at the meeting, until a quorum shall 
be obtained.


                                Page 10 of 24      As Amended December 6, 1996

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     Section 3.9  ORGANIZATION.  The Chairman of the Board, or, in the 
absence of the Chairman of the Board, the President, or, in the absence of 
both, a member of the Board selected by the members present, shall preside at 
meetings of the Board. The Secretary of the Company shall act as secretary, 
but in the absence of the Secretary the presiding officer may appoint a 
secretary.

     Section 3.10  COMPENSATION OF DIRECTORS.  Directors shall receive such 
compensation for their services as the Compensation Committee may determine 
pursuant to Section 4.4(a) of these Bylaws. Any Director may serve the 
Company in any other capacity and receive compensation.

                                    SECTION IV

                              COMMITTEES OF THE BOARD

     Section 4.1  CREATION AND ORGANIZATION.  The standing committees of the 
Board of Directors shall be an Executive Committee, an Audit Committee, and a 
Compensation Committee, having the respective duties assigned to each in this 
Section IV and any other duties assigned to such committee by resolution 
passed by a majority of the entire Board of Directors from time to time. Each 
such standing committee shall consist of one or more Directors and such other 
ex-officio members as the Board of Directors shall from time to time determine.
The chairman of each standing committee shall be one of such committee's 
members who shall be designated as that committee's chairman by a majority of 
the entire Board of Directors. Members of each standing committee shall be 
elected by a majority of the entire Board of Directors at its first meeting 
after each annual meeting of stockholders. Vacancies in any standing 
committee shall be filled by a majority vote of the entire Board of 
Directors. The Board of Directors may appoint executive employees of the 
Company or its subsidiaries to be ex-officio members of any standing 
committee except the Executive Committee. Ex-officio members of standing 
committees shall be entitled to be present at all meetings of their 
respective committees and to participate in committee discussions. Each 
standing committee shall fix its own rules of 


                                Page 11 of 24      As Amended December 6, 1996

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procedure by majority vote and shall meet where and as provided by such 
rules, but the presence of a majority of its members shall be necessary to 
constitute a quorum.

     The Board of Directors may from time to time appoint such special 
committees with such powers and such members as it may designate in a 
resolution or resolutions adopted by a majority of the entire Board of 
Directors.

     Section 4.2  EXECUTIVE COMMITTEE.  During the intervals between the 
meetings of the Board of Directors, the Executive Committee shall possess and 
may exercise all the powers of the Board of Directors in the management and 
direction of the business and affairs of the Company, including the power and 
authority:

     (a)  To the extent authorized in a resolution or resolutions
     providing for the issuance of shares of Common Stock and
     Preferred Stock adopted by the Board of Directors, to fix the
     designations and any of the preferences or rights of such shares
     relating to dividends, redemption, dissolution, any distribution
     of assets of the Company or the conversion into, or the exchange
     of such shares for, shares of any other class or any other series
     of any class of stock of the Company, to fix the number of shares
     of any series of Preferred Stock or to authorize the increase or
     decrease of the shares of any series of Preferred Stock provided,
     however, that the issuance of stock and the declaration of
     dividends on stock shall require the approval of the Board of
     Directors as evidenced by its adoption of a resolution providing
     therefore; and 

     (b)  To adopt a certificate of ownership and merger in accordance
     with the General Corporation Law of Delaware. 

     The Executive Committee shall consist of the Chairman and the President 
and such other Directors as appointed by the Board and shall keep minutes of 
its meetings.


                                Page 12 of 24      As Amended December 6, 1996

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     Section 4.3  AUDIT COMMITTEE.  The Audit Committee shall:

     (a)  Prior to each annual meeting of stockholders, submit a recommendation
     in writing to the Board of Directors for the selection of independent 
     public accountants to be appointed by the Board of Directors in advance
     of the annual meeting of stockholders and submitted for ratification or 
     rejection at such meeting; 

     (b)  Annually consult with the independent public accountants with 
     regard to the proposed plan of audit and from time to time consult 
     privately with them and also with the internal auditor and the Controller
     with regard to the adequacy of internal controls; 

     (c)  Upon completion of the report of audit by the independent public 
     accountants and before the date of the annual meeting of stockholders, 
     (i) review the financial statements of the Company, and (ii) meet with 
     the independent public accountants and review with them the results of 
     their audit and any recommendations made to the management; and 

     (d)  Periodically, but at least annually, review the terms of all
     material transactions and arrangements entered into between the Company
     and The Dow Chemical Company ("Dow").  None of the members of the Audit 
     Committee will be employees, officers or otherwise affiliated with the 
     Company, or Dow except as stockholders.

     Section 4.4  COMPENSATION COMMITTEE.  The Compensation Committee shall 
consist of three or more members. At least one member of the Compensation 
Committee shall be a Director who is not an employee of Dow, the Company or 
any subsidiaries thereof. The Compensation Committee shall establish rates of 
salary, bonuses, retirement and other compensation (except awards of stock or 
stock options) for all Directors and Officers of the Company as defined in 
the Securities Exchange Act of 1934, as amended, or the regulations of the 
Securities and Exchange Commission, and for such other personnel as the Board 
of Directors may from time to time delegate to it; provided, however, that no 



                                Page 13 of 24      As Amended December 6, 1996


<PAGE>


member of the Committee may vote upon his or her own rate of salary or his or 
her own bonus, retirement or other compensation except for such items as are 
applicable to a group that also included personnel who are not Directors or 
Officers, and his or her participation in such items is determined by formula.

     Section 4.5  STOCK AWARD COMMITTEE.  The Stock Award Committee shall 
consist of two or more members, each of whom shall be "disinterested persons" 
as defined in Rule 16b-3 of the General Rules and Regulations under the 
Securities Exchange Act of 1934, as amended, or any future rule of the 
Securities and Exchange Commission with respect to the same subject matter. 
At least one member of the Stock Award Committee shall be a Director who is 
not an employee of Dow, the Company or any subsidiaries thereof. The Stock 
Award Committee shall make awards of stock or stock options for all Directors 
and Officers of the Company as defined in the Securities Exchange Act of 
1934, as amended, or the regulations of the Securities and Exchange 
Commission, and for such other personnel as the Board of Directors may from 
time to time delegate to it; provided, however, that no member of the 
Committee may vote upon his or her awards except for such items as are 
applicable to a group that also included personnel who are not Directors or 
Officers, and his or her participation in such items is determined by formula.

     Section 4.6  POWERS RESERVED TO THE BOARD.  No committee of the Board of 
Directors shall have the power or authority to:

     (a)  Recommend the amendment of the Certificate of Incorporation or amend
          these Bylaws;

     (b)  Adopt or approve any agreement of merger or consolidation with 
          relation to the company;

     (c)  Recommend to the stockholders a sale, lease or exchange of all or
          substantially all of the assets and property of the Company;


                                Page 14 of 24      As Amended December 6, 1996

<PAGE>

     (d)  Recommend to the stockholders a dissolution of the Company
          or a revocation of a dissolution of the Company; 

     (e)  To authorize the issuance of stock; or

     (f)  To declare dividends on stock.

     No committee of the Board of Directors shall take any action that is 
required by these Bylaws, the Certificate of Incorporation or the General 
Corporation Law of Delaware to be taken by a vote of a specified proportion 
of the entire Board of Directors.


                                  SECTION V

                                   OFFICERS

     Section 5.1  DESIGNATION.  The officers of the Company shall be a 
Chairman of the Board and a Vice-Chairman of the Board, a President, one or 
more Executive Vice Presidents, one or more Vice Presidents, a Treasurer, one 
or more Assistant Treasurers, a Secretary, one or more Assistant Secretaries, 
a Controller, one or more Assistant Controllers and a General Counsel. The 
Board of Directors also may elect or appoint, or provide for the appointment 
of, such other officers or agents as may from time to time appear necessary 
or advisable in the conduct of the business and affairs of the Company.

     Section 5.2  ELECTION AND TERM.  At its first meeting after each annual
meeting of stockholders, the Board of Directors shall elect the officers. The
term of each officer shall be until the first meeting of the Board of Directors
following the next annual meeting of stockholders and until such officer's
successor is chosen and qualified.

     Section 5.3  RESIGNATION.  Any officer may resign at any time by giving
written notice to the President or the Secretary. Unless otherwise stated in
such notice of resignation, the acceptance thereof shall not be necessary to
make it effective; and such resignation shall take effect at the time specified
therein or, in the absence of such specification, it shall take effect upon the
receipt thereof.


                                Page 15 of 24      As Amended December 6, 1996

<PAGE>

     Section 5.4  REMOVAL.  Except where otherwise expressly provided in a
contract authorized by the Board of Directors, any officer elected by the Board
of Directors may be removed at any time with or without cause by the affirmative
vote of a majority of the entire Board of Directors.

     Section 5.5  VACANCIES.  A vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.

     Section 5.6  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be the
chief executive officer of the Company and shall preside at all meetings of
stockholders and of the Board of Directors.  The Chairman shall have power to
sign certificates of stock, contracts and instruments of conveyance, checks,
drafts, notes, orders for payment of money, authorized bonds, and similar
obligations.

     Section 5.7  PRESIDENT.  The President shall be the chief operating officer
of the Company and, subject to the Board of Directors, shall be in general and
active charge of the business and affairs of the Company.  The President shall
have power to sign certificates of stock, contracts and instruments of
conveyance, checks, drafts, notes, orders for payment of money, authorized
bonds, and similar obligations.  In the absence or disability of the Chairman,
the President shall preside at the meetings of stockholders and of the Board of
Directors.  The President shall perform such other duties as may be assigned by
the Chairman.

     Section 5.8  VICE CHAIRMAN OF THE BOARD.  The Vice Chairman of the Board
shall assist the President in the performance of such duties as the President
may designate.  In addition, the Vice-Chairman shall, as requested by the
President or the Chairman, act as chairman of one or more of the special
committees appointed by the Board of Directors from time to time.

     Section 5.9  EXECUTIVE VICE PRESIDENTS.  The Executive Vice President shall
assist the President in the management of the business and affairs of the
Company and shall perform such other duties as may be assigned by the Chairman
or the President.


                                Page 16 of 24      As Amended December 6, 1996

<PAGE>

     Section 5.10  VICE PRESIDENTS.  Each Vice President shall have such powers
and perform such duties as may be reassigned by the President or the Board of
Directors. The Board of Directors may designate a Financial Vice President and
one or more Vice Presidents as Senior Vice Presidents or Group Vice Presidents.

     Section 5.11  TREASURER.  The Treasurer shall have charge of all funds of
the Company and shall perform all acts incident to the position of Treasurer,
subject to the control of the Board of Directors.

     Section 5.12  ASSISTANT TREASURERS.  Each Assistant Treasurer shall have
such powers and perform such duties as may be assigned by the Treasurer or the
Board of Directors.

     Section 5.13  SECRETARY.  The Secretary shall keep the minutes, and give
notices, of all meetings of stockholders and Directors and of such committees as
directed by the Board of Directors. The Secretary shall have charge of such
books and papers as the Board of Directors may require. The Secretary (or any
Assistant Secretary) is authorized to certify copies of extracts from minutes
and of documents in the Secretary's charge and anyone may rely on such certified
copies to the same effect as if such copies were originals and may rely upon any
statement of fact concerning the Company certified by the Secretary (or any
Assistant Secretary). The Secretary shall perform all acts incident to the
office of Secretary, subject to the control of the Board of Directors.

     Section 5.14  ASSISTANT SECRETARIES.  Each Assistant Secretary shall have
such powers and perform such duties as may be assigned by the President or by
resolution of the Secretary or the Board of Directors.

     Section 5.15  CONTROLLER.  The Controller shall be in charge of the
accounts of the Company. The Controller shall have such other powers and perform
such other duties as may be assigned by the Chairman or the Board of Directors
and shall submit such reports and records to the Board of Directors as it may
request.


                                Page 17 of 24      As Amended December 6, 1996

<PAGE>

     Section 5.16  ASSISTANT CONTROLLERS.  Each Assistant Controller shall have
such powers and perform such duties as may be assigned by the Controller or the
Board of Directors.

     Section 5.17  GENERAL COUNSEL.  The General Counsel shall be in charge of
all matters concerning the Company involving litigation or legal counseling. The
General Counsel shall have such other powers and perform such other duties as
may be assigned by the President or by resolution of the Board of Directors and
shall submit such reports to the Board of Directors as it may request.

     Section 5.18  COMPENSATION OF OFFICERS.  The officers of the Company shall
receive such compensation for their services as the Compensation Committee may
determine pursuant to Section 4.4(a) of these Bylaws.


                                  SECTION VI

                                    NOTICE

     Section 6.1  METHODS OF GIVING NOTICE.  Except as otherwise expressly 
provided, whenever under the provisions of the General Corporation Law of 
Delaware, the Certificate of Incorporation or these Bylaws, notice is 
required to be given to any director, member of any committee or stockholder, 
such notice shall be in writing and delivered personally or mailed to such 
director, member or stockholder; provided that in the case of a director or a 
member of any committee, such notice may be given orally or by telephone, 
telex, telecopy or telegram. If mailed, notice to a director, member of a 
committee or stockholder shall be deemed to be given when deposited in the 
United States mail first class in a sealed envelope, with postage thereon 
prepaid, addressed, in the case of a stockholder, to the stockholder at the 
stockholder's address as it appears on the records of the Company or, in the 
case of a director or a member of a committee, to such person at his business 
address. If sent by telex or telecopy, notice to a director or member of a 
committee shall be deemed to be given when sent, subject to confirmation by 
telex or telecopy, respectively. If sent by telegraph, notice to a director 
or member of a 


                                Page 18 of 24      As Amended December 6, 1996

<PAGE>

committee shall be deemed to be given when the telegram, so addressed, is 
delivered to the telegraph company.

     Section 6.2  WRITTEN WAIVER.  Whenever any notice is required to be given
under the provisions of the General Corporation Law of Delaware, the Certificate
of Incorporation or these Bylaws, (i) a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, or (ii) attendance at any meeting by the person or persons
entitled to said notice, except when such attendance is for the express purpose
of objecting, at the beginning of such meeting, to the transaction of any
business because the meeting is not lawfully called or convened, shall be deemed
equivalent thereto.

                                  SECTION VII

                                INDEMNIFICATION

     Section 7.1  THIRD PARTY ACTIONS. The Company shall indemnify, to the 
full extent permitted by the laws of the State of Delaware, any person who 
was or is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the Company), by reason of the fact that such person (a) is or was a 
director, officer or employee of the Company, or (b) is or was a director, 
officer or employee of the Company and is or was serving at the request of 
the Company as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, against expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by such person in connection with such 
action, suit or proceeding if such person acted in good faith and in a manner 
he reasonably believed to be in or not opposed to the best interests of the 
Company, and, with respect to any criminal action or proceeding, had no 
reasonable cause to believe his or her conduct was unlawful. The termination 
of any action, suit or proceeding by judgment, order, 


                                Page 19 of 24      As Amended December 6, 1996

<PAGE>

settlement or conviction, or upon a plea of nolo contendere or its 
equivalent, shall not, of itself, create a presumption that such person did 
not act in good faith and in a manner which such person reasonably believed 
to be in or not opposed to the best interests of the Company, nor, with 
respect to any criminal action or proceeding, that such person had reasonable 
cause to believe that his or her conduct was unlawful. Any repeal, amendment 
or modification of this Section 7.1 shall not affect any rights or 
obligations then existing between the Company and any then incumbent or 
former director, officer or employee with respect to any state of facts then 
or theretofore existing or any action, suit or proceeding theretofore or 
thereafter brought based in whole or in part upon such state of facts.

     Section 7.2  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.  The Company 
shall indemnify, to the full extent permitted by the laws of the State of 
Delaware, any person who was or is a party or is threatened to be made a 
party to any threatened, pending or completed action or suit by or in the 
right of the Company to procure a judgment in its favor by reason of the fact 
that such person (a) is or was a director, officer or employee of the 
Company, or (b) is or was a director, officer or employee of the Company and 
is or was serving at the request of the Company as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust 
or other enterprise, against expenses (including attorneys' fees) actually 
and reasonably incurred by such person in connection with the defense or 
settlement of such action or suit if such person acted in good faith and in a 
manner such person reasonably believed to be in or not opposed to the best 
interests of the Company and except that no indemnification shall be made in 
respect of any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the Company unless and only to the extent that the 
Court of Chancery or the court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of liability but in 
view of all the circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for such expenses which the Court of 
Chancery or such other court shall 


                                Page 20 of 24      As Amended December 6, 1996

<PAGE>

deem proper. Any repeal, amendment or modification of this Section 7.2 shall 
not affect any rights or obligations then existing between the Company and 
any then incumbent or former director, officer or employee with respect to 
any state of facts then or theretofore existing or any action, suit or 
proceeding theretofore or thereafter brought based in whole or in part upon 
such state of facts.

     Section 7.3  SUCCESS ON THE MERITS.  To the extent that a director, officer
or employee of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 7.1 and 7.2
herein, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     Section 7.4  INDEMNIFICATION OF AGENTS.  The Company may, to the extent
deemed advisable by the Board of Directors, indemnify any person who is or was
an agent (other than a director, officer or employee) of the Company, if such
person would be entitled to such indemnity under the provisions of the preceding
three paragraphs had such person been acting in the capacity of a director,
officer or employee of the Company.

     Section 7.5  DETERMINATION OF CONDUCT.  Any indemnification under Sections
7.1, 7.2 and 7.4 herein (unless ordered by a court) shall be made by the Company
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Sections 7.1, 7.2 and 7.4 herein.

     Such determination shall be made (a) by the Board of Directors by a
majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (b) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion.


                                Page 21 of 24      As Amended December 6, 1996

<PAGE>

     Section 7.6  PAYMENT OF EXPENSES IN ADVANCE.  Expenses (including
attorneys' fees) incurred in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Company in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer or employee, to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the Company as authorized in this Section VII.

     Section 7.7  DEFINITIONS.  For purposes of this Section VII references to
"the Company" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or who was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section VII, with
respect to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had continued.
For purposes of this Section VII, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Company" shall include any service
as a director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to any 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 Section VII.


                                Page 22 of 24      As Amended December 6, 1996

<PAGE>

     Section 7.8  INDEMNITY NOT EXCLUSIVE.  The indemnification and advancement
of expenses provided by, or granted pursuant to, the other Sections of this
Section VII shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
other bylaw, agreement, vote of stockholders or disinterested directors or
otherwise both as to action by the person in an official capacity and as to
action in another capacity while holding such office, it being the policy of the
Company that indemnification of the persons specified in Sections 7.1 or 7.2
above shall be made to the fullest extent permitted by the laws of the State of
Delaware.  The provisions of this Section VII shall not be deemed to preclude
the indemnification of any person who is not specified in Sections 7.1 or 7.2
above, but whom the Company has the power or obligation to indemnify under the
laws of the State of Delaware or otherwise.

     Section 7.9  SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Section VII shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such person.

     Section 7.10  INSURANCE.  The Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against and incurred
by such person in any such capacity, or arising out of the person's status as
such, whether or not the Company would have the power or the obligation to
indemnify the director, officer, employee or agent of the Company against such
liability under the provisions of this Section VII.


                                Page 23 of 24      As Amended December 6, 1996

<PAGE>

                                  SECTION VIII

                                 MISCELLANEOUS

     Section 8.1  SEAL.  The corporate seal shall have inscribed upon it the 
name of the Company, the year "1989" and the words "Corporate Seal", and 
"Delaware". The Secretary shall be in charge of the seal and may authorize a 
duplicate seal to be kept and used by any other officer or person.

     Section 8.2  EXECUTIVE OFFICE.  The principal executive office of the
Company shall be located in the City of Houston, County of Harris, State of
Texas, where the books of account and records shall be kept. The Company also
may have offices at such other places, both within and without Delaware, as the
Board of Directors from time to time shall determine or the business and affairs
of the Company may require.


                                  SECTION IX

                             AMENDMENT OF BYLAWS

     Section 9.1  A majority of the entire Board of Directors shall have 
power to amend, alter, change, adopt and repeal the Bylaws of the Company at 
any regular or special meeting subject to the requirements of the Certificate 
of Incorporation. The stockholders also shall have power to amend, alter, 
change, adopt and repeal the Bylaws of the Company at any annual or special 
meeting subject to the requirements of the Certificate of Incorporation.


                                Page 24 of 24      As Amended December 6, 1996