EXHIBIT 3(b)
                           AMENDED AND RESTATED BYLAWS

                                       OF

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                          (as amended to March 5, 1996)
<PAGE>
                                TABLE OF CONTENTS

ARTICLE I - REGISTERED OFFICE; REGISTERED AGENTS;
                 CORPORATE SEAL............................................... 1

Section 1     Registered Office and Registered Agents......................... 1
Section 2     Corporate Seal.................................................. 1


ARTICLE II - SHAREHOLDERS..................................................... 1

Section 1     Place of Holding Meetings....................................... 1
Section 2     Quorum; Adjournment of Meetings................................. 1
              (a)  General Rule............................................... 1
              (b)  Special Rule............................................... 2
              (c)  Adjournments............................................... 2
Section 3     Annual Meeting.................................................. 2
Section 4     Special Meetings................................................ 3
Section 5     Conduct of Meetings............................................. 3
Section 6     Voting.......................................................... 5
Section 7     Notice.......................................................... 5
Section 8     Amendment of Articles of Incorporation ......................... 7
              (a)  Shareholder Proposals...................................... 7
              (b)  Effectiveness.............................................. 7
Section 9     Effectiveness of Other Amendments to Articles
                  of Incorporation............................................ 8


ARTICLE III - DIRECTORS....................................................... 9

Section 1     Certain General Provisions...................................... 9
              (a)  Number..................................................... 9
              (b)  Classification............................................. 9
              (c)  Nominations ............................................... 9
              (d)  Qualifications; Declaration of Vacancy.................... 10
              (e)  Removal................................................... 12
              (f)  Powers.................................................... 13
              (g)  Change in Number of Directors............................. 14
              (h)  Rights of Preferred Shareholders, etc..................... 14
Section 2     Filling of Vacancies........................................... 14
Section 3     Annual and Regular Meetings.................................... 14
Section 4     Special Meetings............................................... 15
Section 5     Place of Meetings; Telephone Meetings.......................... 15
Section 6     Quorum......................................................... 15

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Section 7     Compensation................................................... 15
Section 8     Committees..................................................... 15

ARTICLE IV - INDEMNIFICATION................................................. 16

Section 1           Right to Indemnification - General....................... 16
Section 2           Certain Provisions Respecting Indemnification
                         for and Advancement of Expenses..................... 16
Section 3           Procedure for Determination of Entitlement
                         to Indemnification.................................. 17
Section 4           Presumptions and Effect of Certain Proceedings........... 18
Section 5           Right of Claimant to Bring Suit.......................... 19
Section 6           Non-Exclusivity and Survival of Rights................... 19
Section 7           Definitions.............................................. 20


ARTICLE V - EXECUTIVE COMMITTEE.............................................. 21

Section l           Election and Tenure...................................... 21
Section 2           Powers................................................... 22
Section 3           Meetings................................................. 22
Section 4           Compensation............................................. 22


ARTICLE VI - AUDIT COMMITTEE................................................. 22

Section 1           Election and Tenure...................................... 22
Section 2           Audit Committee.......................................... 22
Section 3           Meetings................................................. 23
Section 4           Compensation............................................. 23


ARTICLE VII - COMPENSATION COMMITTEE......................................... 23

Section l           Election and Tenure...................................... 23
Section 2           Compensation Committee................................... 23
Section 3           Meetings................................................. 23
Section 4           Compensation............................................. 23

ARTICLE VIII - OFFICERS...................................................... 24

Section 1         Election, Tenure, and Compensation......................... 24
Section 2         Powers and Duties of Chairman of Board of Directors........ 24

                                      -ii-

Section 3         Powers and Duties of President............................. 24
Section 4         Powers and Duties of Vice President........................ 24
Section 5         Powers and Duties of Secretary............................. 25
Section 6         Powers and Duties of Treasurer............................. 25
Section 7         Delegation of Duties....................................... 25


ARTICLE IX - CAPITAL STOCK................................................... 26

Section l         Stock Certificates......................................... 26
Section 2         Lost or Destroyed Certificates............................. 26
Section 3         Transfer of Shares......................................... 26
Section 4         Dividends.................................................. 26
Section 5         Closing Transfer Books; Fixing Record Date................. 27

ARTICLE X - FAIR-PRICE PROVISIONS............................................ 27

Section 1           Definitions.............................................. 27
Section 2           Vote Required in Business Combinations................... 30
Section 3           When Voting Requirements Not Applicable.................. 31
                    (a)  Definitions......................................... 31
                    (b)  Conditions.......................................... 31
                    (c)  Other Provisions.................................... 34


ARTICLE XI - NOTICES......................................................... 34

Section 1           Manner of Giving Notice.................................. 34
Section 2           Waiver of Notice......................................... 35


ARTICLE XII - MISCELLANEOUS.................................................. 35

Section 1           Fiscal Year.............................................. 35
Section 2           Checks and Drafts........................................ 35
Section 3           Books and Records........................................ 35
Section 4           Separability............................................. 35

ARTICLE XIII - AMENDMENT OF BYLAWS........................................... 35

Section 1         Voting..................................................... 35
Section 2         Shareholder Proposals...................................... 36
Section 3         Effective Date............................................. 36

                                     -iii-

ARTICLE XIV - OTHER AMENDMENTS TO BYLAWS..................................... 36

Section 1         Effective Date............................................. 36


ARTICLE XV - CONTROL SHARE ACQUISITION STATUTE............................... 37

Section 1.................................................................... 37

                                      -iv-

                           AMENDED AND RESTATED BYLAWS

                                       OF

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                          [as amended to March 5, 1996]


                                    ARTICLE I

              Registered Office; Registered Agents; Corporate Seal

                  Section 1. REGISTERED OFFICE AND REGISTERED AGENTS. The
registered office of the Corporation is 2030 Donahue Ferry Road, Pineville,
Louisiana 71360-5226, and its registered agents are Gregory L. Nesbitt, post
office address 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226, and
David M. Eppler, post office address 2030 Donahue Ferry Road, Pineville,
Louisiana 71360-5226. The Corporation may also have offices at such other places
as the board of directors or the president may from time to time designate.

                  Section 2. CORPORATE SEAL. The corporate seal of the
Corporation shall be circular in form and have inscribed on its periphery the
words "Central Louisiana Electric Company, Inc. 1934" and in its center the
words "Incorporated," "Seal," and "Louisiana."

                                   ARTICLE II

                                  Shareholders

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

                  Section 2.    QUORUM; ADJOURNMENT OF MEETINGS.

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

                                      -1-

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

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

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

                                      -2-

                  Section 4.    SPECIAL MEETINGS.

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

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

                  Section 5. CONDUCT OF MEETINGS. Meetings of shareholders shall
be presided over by the president of the Corporation or, if he is not present at
a meeting, by such other person as the board of directors shall designate or, if
no such person is designated by the board of directors, the most senior officer
of the Corporation present at the meeting. The secretary of the Corporation, if
present, shall act as secretary of each meeting of shareholders; if he is not
present at a meeting, then such person as may be designated by the presiding
officer shall act as secretary of the meeting. Meetings of shareholders shall
follow reasonable and fair procedure. Subject to the foregoing, the

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conduct of any meeting of shareholders and the determination of procedure and
rules shall be within the absolute discretion of the presiding officer (the
"Chairman of the Meeting"), and there shall be no appeal from any ruling of the
Chairman of the Meeting with respect to procedure or rules. Accordingly, in any
meeting of shareholders or part thereof, the Chairman of the Meeting shall have
the sole power to determine appropriate rules or to dispense with theretofore
prevailing rules. Without limiting the foregoing, the following rules shall
apply:

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

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

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

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

The duties of these inspectors shall be as follows:

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

                  (2)    Receive votes or ballots;

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

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                  (4)    Count and tabulate all votes;

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

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

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

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

                  Section 7. NOTICE.

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

                  (b) Except as provided in subsection (c) of this section, to
be properly brought before any meeting of the shareholders, business must be
either (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the board of directors pursuant to subsection (a) of
this section 7, (ii) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (iii) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable requirements,
including (without limitation) requirements imposed by federal securities

                                      -5-

laws pertaining to proxies, for business to be properly brought before any
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation at least 120 days prior to the meeting; provided,
however, that in the event that less than 135 days' notice or prior public
disclosure of the date of any meeting of shareholders is given or made to
shareholders by the Corporation, notice by the shareholder to be timely must be
so received not later than the close of business on the 15th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. A shareholder's notice to the
secretary of the Corporation shall set forth in writing as to each matter the
shareholder proposes to bring before any meeting of the shareholders (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and record
address of the shareholder proposing such business, (iii) the name of all other
persons with whom the shareholder is acting in concert, (iv) the class and
number of shares of the Corporation which are beneficially owned by the
shareholder, (v) the class and number of shares of the Corporation which are
beneficially owned by each such person with whom the shareholder is acting in
concert, and (vi) any material interest of the shareholder, or any such person
with whom the shareholder is acting in concert, in such business. Beneficial
ownership shall be determined in accordance with section 1 of article X of these
bylaws.

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

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

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

                                      -6-

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

                  Article II, section 8(a);
                  Article III, section 1(c);
                  Article III, section 1(e); and
                  Article XIII, section 2.

                  Section 8. AMENDMENT OF ARTICLES OF INCORPORATION.

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

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

                                      -7-

meeting of shareholders next succeeding the adoption by the shareholders of the
Corporation of such amendment or supplement:

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

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

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

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

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

                  (1)    the number of directors of the Corporation;

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

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

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

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

                  (6)    powers of directors of the Corporation;

                                      -8-

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

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

                  (9)    the calling of special meetings of shareholders;

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

                  (11) votes of shareholders of the Corporation required to
         approve the removal of a director;

provided, however, that the foregoing shall apply to item (9) above only with
respect to a provision adopted by the shareholders subsequent to the annual
meeting of shareholders in April 1991 or an adjournment thereof.

                                   ARTICLE III

                                    Directors

                     Section 1. CERTAIN GENERAL PROVISIONS.

                  (a) NUMBER. The corporate powers of the Corporation shall be
vested in and exercised, and the business and affairs of the Corporation shall
be managed, by a board of directors which shall consist of nine directors.

                  (b) CLASSIFICATION. The board of directors of the Corporation
shall be divided into three classes of as nearly as possible equal size, with
the term of office of directors of one class expiring each year. At the annual
meeting of shareholders in 1991, (i) directors of the first class shall be
elected to hold office for a term expiring at the first succeeding annual
meeting, (ii) directors of the second class shall be elected to hold office for
a term expiring at the second succeeding annual meeting, and (iii) directors of
the third class shall be elected to hold office for a term expiring at the third
succeeding annual meeting. At each annual meeting of shareholders beginning with
the annual meeting in 1992, the successors to the class of directors whose terms
shall have expired at such meeting shall be elected to hold office for a term
expiring at the third annual meeting succeeding such meeting.

                  (c) NOMINATIONS. Nominations for election of members of the
board of directors may be made by the board of directors or by a shareholder.
The name of a person to be nominated by a shareholder (a "Nominator") as a
member of the board of directors of the Corporation must be submitted in writing
to the secretary of the Corporation not fewer than 180 days before the date of
the meeting of shareholders at which such person is proposed to be nominated.
The Nominator shall also submit written

                                      -9-

evidence, reasonably satisfactory to the secretary of the Corporation, that the
Nominator is a shareholder of the Corporation and shall identify in writing (i)
the number of shares of each class of capital stock of the Corporation
beneficially owned by the Nominator, (ii) all other persons with whom the
Nominator is acting in concert, and (iii) the number of shares of capital stock
of the corporation beneficially owned by each such person with whom the
Nominator is acting in concert. At such time, the Nominator shall also submit in
writing (1) the information with respect to each such proposed nominee which
would be required to be provided in a proxy statement prepared in accordance
with regulation 14A under the Securities Exchange Act of 1934, as amended, (2)
to the extent not provided in the information submitted pursuant to (1)
immediately preceding or otherwise provided pursuant to this subsection (c), (w)
a description of all arrangements or understandings between the Nominator and
each such proposed nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the Nominator, (x) the name, age, business address and residence address,
business experience or other qualifications of each such proposed nominee, (y)
the principal occupation or employment of each such proposed nominee, and (z)
the number of shares of capital stock beneficially owned by each such proposed
nominee, and (3) a notarized affidavit executed by each such proposed nominee to
the effect (x) that, if elected as a member of the board of directors, he will
serve, (y) that he has reviewed the provisions of section 1 of this article III
of these bylaws, and (z) that he is eligible for election as a member of the
board of directors. Within 30 days after the Nominator has submitted the
aforesaid items to the secretary of the Corporation, the secretary of the
Corporation shall determine whether the evidence of the Nominator's status as a
shareholder submitted by the Nominator is reasonably satisfactory and shall
notify the Nominator in writing of his determination with respect thereto. The
failure of the secretary of the Corporation to find such evidence reasonably
satisfactory, or the failure of the Nominator to submit the requisite
information in the form or within the time indicated, shall make the person to
be nominated ineligible for nomination at the meeting of shareholders at which
such person is proposed to be nominated. Beneficial ownership shall be
determined in accordance with section 1 of article X of these bylaws.

                  (d)    QUALIFICATIONS; DECLARATION OF VACANCY.

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

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

                                      -10-

         also an officer or employee of the Corporation or any subsidiary
         thereof, such director's position as a director shall cease immediately
         upon termination of such director's employment by the Corporation.

                  (3) No person shall be eligible for election or reelection or
         to continue to serve as a member of the board of directors who is an
         officer, director, agent, representative, partner, employee, or nominee
         of, or otherwise acting at the direction of, or acting in concert with,
         (y) a "public utility company" (except the Corporation) or "holding
         company" as such terms are defined in the Public Utility Holding
         Company Act of 1935, as amended, or "public utility" (except the
         Corporation) as such term is defined in Section 201(e) of the Federal
         Power Act of 1920, as amended, or (z) an "affiliate" (as defined in
         rule 405 (17 C.F.R. ss. 230.405) under the Securities Act of 1933, as
         amended) of any of the persons or entities specified in clause (y)
         immediately preceding.

                  (4) Upon the occurrence of any of the events described in
         paragraph (2) of this subsection (d), the affected director shall cease
         to be a director of the Corporation at the time specified in such
         paragraph. Determination of the eligibility of a person for election,
         reelection, or continued service on the board of directors under other
         provisions of this subsection (d) or otherwise as provided by
         applicable law including, but not limited to, occurrence of an event
         specified in section 81.C(2) of the Louisiana Business Corporation Law,
         shall, subject to the provisions of paragraph (7) below, be made by
         vote of a majority of the members of the board of directors. If the
         board of directors, pursuant to such a determination, determines that a
         person is ineligible for election, reelection, or continued service on
         the board of directors, such ineligibility shall be effective
         immediately upon such determination, and, if the affected person is a
         director of the Corporation at the time of such determination, his
         position as a director shall cease at such time.

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

                  (5) If a director of the Corporation ceases to be a director
         at the annual meeting of shareholders next succeeding the day upon
         which he attained the age of 72 or 65, as specified in paragraphs (1),
         (2), and (4) of this subsection (d), and if there is time remaining in
         the regularly scheduled term of office of such director, then the
         vacancy created by the cessation of such person as a director shall be
         filled by the shareholders of the Corporation at such meeting of
         shareholders as provided in section 2 of this article III of these
         bylaws.

                                      -11-

                  (6) If a director of the Corporation ceases to be a director
         because of termination of employment, as provided in paragraphs (1),
         (2), and (4) of this subsection (d), or upon the determination of the
         board of directors of the Corporation pursuant to paragraph (4) of this
         subsection (d) that a director of the Corporation is no longer
         qualified to continue serving as a director of the Corporation, the
         board of directors shall declare the office held by such director
         vacant and may fill such vacancy as provided in section 2 of this
         article III of these bylaws.

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

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

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

                  No proposal by a shareholder to remove a director of the
Corporation shall be voted upon at a meeting of shareholders unless, at least
180 days before such meeting, such shareholder shall have delivered in writing
to the secretary of the Corporation (1) notice of such proposal, (2) a statement
of the grounds on which such director is proposed to be removed, (3) evidence,
reasonably satisfactory to the secretary of the Corporation, of such
shareholder's status as such and of the number of shares of each class of the

                                      -12-

capital stock of the Corporation beneficially owned by such shareholder, (4) a
list of the names of other beneficial owners of shares of the capital stock of
the Corporation, if any, with whom such shareholder is acting in concert, and of
the number of shares of each class of the capital stock of the Corporation
beneficially owned by each such beneficial owner, and (5) an opinion of counsel,
which counsel and the form and substance of which opinion shall be reasonably
satisfactory to the board of directors of the Corporation (excluding the
director proposed to be removed), to the effect that, if adopted at a duly
called special meeting of the shareholders of the Corporation by the vote of the
holders of shares conferring 80% of the total votes of all shares of the capital
stock of the Corporation voting as single class, such removal would not be in
conflict with the laws of the State of Louisiana, the articles of incorporation
of the Corporation, or these bylaws. Within 30 days after such shareholder shall
have delivered the aforesaid items to the secretary of the Corporation, the
secretary and the board of directors of the Corporation shall respectively
determine whether the items to be ruled upon by them are reasonably satisfactory
and shall notify such shareholder in writing of their respective determinations.
If such shareholder fails to submit a required item in the form or within the
time indicated, or if the secretary or the board of directors of the Corporation
determines that the items to be ruled upon by them, respectively, as provided
above are not reasonably satisfactory, then such proposal by such shareholder
may not be voted upon by the shareholders of the Corporation at such meeting of
shareholders. Beneficial ownership shall be determined as specified in section 1
of article X of these bylaws.

                  (f) POWERS. Subject to the provisions of the laws of the State
of Louisiana, the articles of incorporation of the Corporation, and these
bylaws, the board of directors shall have and exercise, in addition to such
powers as are set forth in the articles of incorporation, all of the powers
which may be exercised by the Corporation, including, but without thereby
limiting the generality of the above, the power to create and to delegate, with
power to subdelegate, any of its powers to any committee, officer, or agent;
provided, however, that the board of directors shall not have the power to
delegate its authority to:

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

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

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

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

                  (5) appoint a director to or remove a director from a
         committee of the board of directors; or

                                      -13-

                  (6) declare a dividend on the capital stock of the
         Corporation.

                  (g) CHANGE IN NUMBER OF DIRECTORS. No amendment or supplement
to or repeal of subsection (a) of section 1 of article III of these bylaws that
would have the effect of increasing the number of authorized directors of the
Corporation by more than two during any 12-month period shall be permitted
unless at least 80% of the "continuing directors" then in office (as defined in
subsection (b) of section 2 of article II of these bylaws) shall authorize such
action. If the number of directorships is changed for any reason, any increase
or decrease in the number of directorships shall be apportioned among the
classes so as to make all classes as nearly equal in number as possible.

                  (h) RIGHTS OF PREFERRED SHAREHOLDERS, ETC. Nothing in this
section 1 of this article III of these bylaws shall affect the rights of the
Corporation's shareholders as provided in section 3(b) of article 6 of the
Corporation's articles of incorporation.

                  Section 2. FILLING OF VACANCIES. In the case of a vacancy in
the board of directors caused by the attainment by a director of the age of 72
or 65, as specified in paragraphs (1), (2), (4), and (5) of subsection (d) of
section 1 of this article III, in which case such director shall have continued
to serve as a director until the annual meeting of shareholders next succeeding
his attainment of such age, and in which case there shall be time remaining in
the regularly scheduled term of office of such director, such vacancy shall be
filled for the remaining regularly scheduled term of office of such director by
the shareholders of the Corporation at such meeting of shareholders. Except to
the extent required by law or section 3(b) of article 6 of the articles of
incorporation of the Corporation, in any other case in which a vacancy shall
occur in the board of directors (including without limitation a vacancy
resulting from an increase in the authorized number of directors,
disqualification or removal of a director, or from failure of the shareholders
to elect the full number of authorized directors), the remaining director or
directors, although less than a quorum of the whole board, may fill such vacancy
in the board for the scheduled term of the directorship thus filled. Except to
the extent required by law or section 3(b) of article 6 of the articles of
incorporation of the Corporation, and except as provided in these bylaws, the
shareholders shall have no right to fill vacancies (including without limitation
vacancies resulting from an increase in the authorized number of directors,
disqualification or removal of a director, or from failure of the shareholders
to elect the full number of authorized directors) on the board of directors.

                  Section 3. ANNUAL AND REGULAR MEETINGS. Within 45 days after
each annual meeting of shareholders, and if possible on the date of each annual
meeting of shareholders immediately following each such meeting, the board of
directors shall hold an annual meeting for the purpose of electing officers and
transacting other corporate business. Such meeting shall be called in the manner
for calling regular or special meetings of the board of directors.

                                      -14-

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

                  Section 4. SPECIAL MEETINGS. A special meeting of the board of
directors may be called by the president, to be held at such place as he may
direct in the notice of such meeting, on four days' notice by mail or three
days' notice by written telecommunication, to each director. A special meeting
shall be called by the president in like manner on the written request of at
least 50% of the members of the board.

                  Section 5. PLACE OF MEETINGS; TELEPHONE MEETINGS. A meeting of
the board of directors may be held either within or without the State of
Louisiana. The time and place of holding a regular or special meeting of the
board of directors may be changed and another place and time fixed for such
regular or special meeting by a majority of the members of the board.

                  The members of the board of directors, and a committee
thereof, may participate in and hold a meeting of the board or of such committee
by means of conference telephone or similar communications equipment provided
that all persons participating in such meeting can hear and communicate with one
another. Participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting, except where a person participates in such
meeting for the express purpose of objecting to the transaction of any business
on the grounds that such meeting was not lawfully called or convened.

                  Section 6. QUORUM. A majority of the directors shall
constitute a quorum, but a smaller number may adjourn a meeting from time to
time without further notice until a quorum is secured. If a quorum is present,
the directors present can continue to do business until adjournment
notwithstanding the subsequent withdrawal of enough directors to leave less than
a quorum or the refusal of any director present to vote.

                  Section 7. COMPENSATION. Each director shall be entitled to
receive from the Corporation reimbursement of his expenses incurred in attending
any regular or special meeting of the board and, by resolution of the board,
such other compensation as it may approve. Such reimbursement and compensation
shall be payable whether or not an adjournment be had because of the absence of
a quorum. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in another capacity and receiving compensation
therefor.

                  Section 8. COMMITTEES. From time to time, the board of
directors may appoint, from its own number, in addition to the committees
provided for in these bylaws, such other committee or committees for such
purpose or purposes as it shall determine. Subject to the limitations imposed by
these bylaws, the articles of incorporation, and the

                                      -15-

laws of the State of Louisiana, each committee of the board of directors shall
have such powers as shall be specified in the resolution of appointment.

                                   ARTICLE IV

                                 Indemnification

                  Section 1. RIGHT TO INDEMNIFICATION - GENERAL. The Corporation
shall indemnify any person who was or is, or is threatened to be made, a party
to or otherwise involved in any pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or
other proceeding, whether civil, criminal, administrative or investigative (any
such threatened, pending or completed proceeding being hereinafter called a
"Proceeding") by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another business,
foreign or nonprofit corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (whether the basis of his involvement in such
Proceeding is alleged action in an official capacity or in any other capacity
while serving as such), to the fullest extent permitted by applicable law in
effect on October 1, 1986, and to such greater extent as applicable law may
thereafter from time to time permit, from and against expenses, including
attorney's fees, judgments, fines, amounts paid or to be paid in settlement,
liability and loss, ERISA excise taxes, actually and reasonably incurred by him
or on his behalf or suffered in connection with such Proceeding or any claim,
issue or matter therein; provided, however, that, except as provided in section
5 of this article, the Corporation shall indemnify any such person claiming
indemnity in connection with a Proceeding initiated by such person only if such
Proceeding was authorized by the board of directors.

                  Section 2. CERTAIN PROVISIONS RESPECTING INDEMNIFICATION FOR
AND ADVANCEMENT OF EXPENSES.

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

                  (b) The Corporation shall from time to time pay, in advance of
final disposition, all Expenses incurred by or on behalf of any person referred
to in section 1 of this article claiming indemnity thereunder in respect of any
Proceeding referred to therein. Each such advance shall be made within ten days
after the receipt by the Corporation of a statement from the claimant requesting
the advance, which statement shall reasonably evidence the relevant Expenses and
be accompanied or preceded by any such undertaking as may be required by
applicable law respecting the contingent repayment of such Expenses. Whenever
and to the extent applicable law requires the board of directors to act in the
specific case with respect to the payment of Expenses in

                                      -16-

advance of the final disposition of any Proceeding, the board of directors shall
act with respect thereto within the period specified in the preceding sentence
and shall withhold the payment of Expenses in advance only if there is a
reasonable and prompt determination by the board of directors by a majority vote
of a quorum of Disinterested Directors (as hereinafter defined), or (if such
quorum is not obtainable or, even if obtainable, a quorum of Disinterested
Directors so directs) by Independent Counsel (as hereinafter defined) in a
written opinion, that advancement of Expenses is inappropriate, even taking into
account any undertaking given with respect to the repayment of such Expenses,
because based on the facts then known there is no reasonable likelihood that the
claimant would be able ultimately to demonstrate that he met the standard of
conduct necessary for indemnification with respect to such Expenses.

                  Section 3. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO
INDEMNIFICATION.

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

                  (b) A person's entitlement to indemnification under this
article, unless ordered by a court, shall be determined, as required or
permitted by applicable law: (i) by the board of directors by a majority vote of
a quorum consisting of Disinterested Directors, (ii) if a quorum of the board of
directors consisting of Disinterested Directors is not obtainable or, even if
obtainable, a quorum of Disinterested Directors so directs, by Independent
Counsel in a written opinion, or (iii) by the shareholders of the Corporation;
provided, however, that if a Change of Control (as hereafter defined) shall have
occurred, no determination of entitlement to indemnification adverse to the
claimant shall be made other than one made or concurred in by Independent
Counsel, selected as provided in paragraph (d) of this section, in a written
opinion.

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

                                      -17-

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

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

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

                  Section 4.  PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

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

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

                                      -18-

equivalent, shall not of itself adversely affect the right of a claimant to
indemnification or create a presumption that a claimant did not act in a manner
which would deny him the right to indemnification.

                  Section 5.  RIGHT OF CLAIMANT TO BRING SUIT.

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

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

                  Section 6. NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. The rights
of indemnification and to receive advancement of Expenses contemplated by this
article shall not be deemed exclusive of any other rights to which any person
may at any time be entitled under any bylaw, agreement, authorization of
shareholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof), or otherwise, both as to action in
his official capacity and as to action in another

                                      -19-

capacity; provided that no other indemnification measure shall permit
indemnification of any person for the results of such person's willful or
intentional misconduct.

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

                  In considering the cost and availability of such insurance,
the Corporation, in the exercise of its business judgment, may purchase
insurance which provides for any and all of (i) deductibles, (ii) limits on
payments required to be made by the insurer, or (iii) coverage which may not be
as comprehensive as that previously included in insurance purchased by the
Corporation. The purchase of insurance with deductibles, limits on payments and
coverage exclusions will be deemed to be in the best interest of the Corporation
but may not be in the best interest of certain of the persons covered thereby.
As to the Corporation, purchasing insurance with deductibles, limits on
payments, and coverage exclusions is similar to the Corporation's practice of
self-insurance in other areas. In order to protect the officers and directors of
the Corporation, the Corporation shall indemnify and hold each of them harmless
as provided in section 1 of this article IV, without regard to whether the
Corporation would otherwise be entitled to indemnify such officer or director
under the other provisions of this article IV, to the extent (i) of such
deductibles, (ii) of amounts exceeding payments required to be made by an
insurer or (iii) that prior policies of officers and directors liability
insurance held by the Corporation would have provided for payment to such
officer or director. Notwithstanding the foregoing provisions of this section 6,
no person shall be entitled to indemnification for the results of such person's
willful or intentional misconduct. This section 6 is authorized by section 83(E)
of the Louisiana Business Corporation Law as in effect on October 1, 1986, and
further is intended to establish an arrangement of self-insurance pursuant to
section 83(F) of the Louisiana Business Corporation Law as in effect on October
1, 1986.

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

                  Section 7.  DEFINITIONS.  For purposes of this article:

                  (a) "Change of Control" means the occurrence after October l,
1986 of any of the following events or circumstances: (1) there shall have
occurred an event

                                      -20-

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

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

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

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

                                    ARTICLE V

                               Executive Committee

                  Section 1. ELECTION AND TENURE. The board of directors may
appoint an executive committee consisting of such number of directors as it may
appoint, to serve at

                                      -21-

the pleasure of the board of directors, but in any event not beyond the next
annual meeting of the board of directors. The board may at any time, without
notice, remove and replace any member of the executive committee.

                  Section 2. POWERS. Subject to the provisions of subsection (f)
of section 1 of article III of these bylaws, the executive committee shall have
and may exercise all powers of the board of directors between meetings of the
board.

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

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

                                   ARTICLE VI

                                 Audit Committee

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

                  Section 2. AUDIT COMMITTEE. The audit committee shall
recommend to the board of directors the accounting firm to be selected by the
board or to be recommended by it for shareholder approval, as independent
auditors of the Corporation and its subsidiaries, and to act on behalf of the
board in meeting and reviewing with the independent auditors, the chief internal
auditor, and the appropriate corporate officers matters relating to corporate
financial reporting and accounting procedures and policies, adequacy of
financial, accounting, and operating controls, and the scope of the respective
audits of the independent auditors and the internal auditor. The audit committee
shall review the results of each audit with the respective auditing agency and
shall promptly report thereon to the board of directors. The audit committee
shall additionally submit to the board of directors any recommendations it may
have from time to time with respect to financial reporting and accounting
practices and policies and financial, accounting, and operational controls and
safeguards including establishment and implementation of standards of proper
employee and corporate conduct. Subject to the provisions of

                                      -22-

subsection (f) of section 1 of article III of these bylaws, the audit committee
shall have such other functions as may be authorized or directed from time to
time by the board of directors.

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

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

                                   ARTICLE VII

                             Compensation Committee

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

                  Section 2. COMPENSATION COMMITTEE. The compensation committee
shall make recommendations to the board of directors concerning the compensation
of the executives and other employees of the Corporation and matters related to
benefits for employees. Subject to the provisions of subsection (f) of section 1
of article III of these bylaws, the compensation committee shall have such other
functions as may be authorized or directed from time to time by the board of
directors.

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

                  Section 4. COMPENSATION. Members of the compensation
committee, other than officers of the Corporation, shall receive such
compensation for their services as shall be prescribed by the board of
directors. Each member of the compensation

                                      -23-

committee shall be entitled to receive from the Corporation reimbursement of his
expenses incurred in attending a meeting of the compensation committee.

                                  ARTICLE VIII

                                    Officers

                  Section 1. ELECTION, TENURE, AND COMPENSATION. The officers of
the Corporation shall consist of a president, one or more vice presidents, a
secretary, a treasurer, and such other officers, including a chairman of the
board of directors, as may from time to time be elected or appointed by the
board of directors. Officers of the Corporation shall be elected annually by the
board of directors as provided in section 3 of article III of these bylaws. If
such annual election is not held, the officers then in office shall remain as
such until their respective successors shall be elected and qualify. No officer,
except the chairman of the board of directors, need be a director, and any two
or more offices, except the offices of president and vice president, may be held
by one person. The powers of all officers of the Corporation shall be subject to
the provisions of subsection (f) of section 1 of article III of these bylaws.

                  Section 2. POWERS AND DUTIES OF CHAIRMAN OF BOARD OF
DIRECTORS. The chairman of the board of directors, if any, shall, when present,
preside at all meetings of the board of directors. He shall be chief executive
officer of the Corporation and, as such, he shall (a) have general and active
management of the business of the Corporation, (b) have the general supervision
and direction of the other officers of the Corporation and shall see that their
duties are properly performed, (c) see that all orders and resolutions of the
board of directors are carried into effect, (d) have the power to execute
contracts and conveyances on behalf of the Corporation, and (e) perform such
other functions normally performed by a chief executive officer. The chairman of
the board of directors shall perform such other duties as from time to time may
be delegated to him by the board of directors.

                  Section 3. POWERS AND DUTIES OF PRESIDENT. The president shall
be the chief executive officer of the Corporation when no chairman of the board
has been elected and, as such, shall perform the duties specified for the chief
executive officer in section 2 of this article VIII. The president shall be
chief operating officer of the Corporation and, subject to the direction of the
chairman of the board of directors, if any, shall be responsible for the
administration and operation of the Corporation's business. He shall have the
power to execute and deliver contracts and conveyances (including without
limitation conveyances of real and personal property to and by the Corporation)
for and on behalf of the Corporation.

                  Section 4. POWERS AND DUTIES OF VICE PRESIDENT. The board of
directors may appoint one more vice presidents. Each vice president shall have
the power to execute contracts and conveyances on behalf of the Corporation, and
shall have such

                                      -24-

other powers and shall perform such other duties as may be assigned to him by
the board of directors or by the president.

                  Section 5. POWERS AND DUTIES OF SECRETARY. The secretary shall
attend and record, in a book kept for such purpose, the proceedings of all
meetings of the shareholders of the Corporation and of the board of directors.
He shall keep an account of stock registered and transferred in such manner as
the board of directors may prescribe. He shall keep the seal of the Corporation
and, when authorized by the board of directors or the executive committee, he
shall affix the seal of the Corporation to any instrument requiring the same,
and attest the same by his signature, or cause the same to be attested by the
signature of an assistant secretary. He shall give proper notice of meetings of
shareholders and directors and shall perform such other duties as shall be
assigned to him. Assistant secretaries shall have such duties as the board of
directors may from time to time prescribe.

                  Section 6. POWERS AND DUTIES OF TREASURER. The treasurer shall
have custody of the funds and securities of the Corporation, shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation, and shall deposit or cause to be deposited all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the board of directors. He shall disburse
or cause to be disbursed the funds of the Corporation as may be ordered by the
board of directors, executive committee, or president, taking proper vouchers
for such disbursements, and shall render to the president, and the directors at
the regular meetings of the board of directors, or whenever they require it, an
account of all his transactions as treasurer and of the financial condition of
the Corporation, and at the regular meeting of the board of directors next
preceding the annual shareholders' meeting, a like report for the preceding
fiscal year. He shall give the Corporation a bond, if required by the board of
directors, in such sum and in form and with security satisfactory to the board
of directors, for the faithful performance of the duties of his office and the
restoration to the Corporation, in case of his death, resignation, or removal
from office, of all books, papers, vouchers, moneys, and other property of
whatever kind in his possession belonging to the Corporation. He shall perform
such other duties as the board of directors or executive committee may from time
to time prescribe. Assistant treasurers shall have such duties as the board of
directors may from time to time prescribe.

                  Section 7. DELEGATION OF DUTIES. In case of the absence or
disability of any officer of the Corporation, or for any other reason deemed
sufficient by the board of directors, the board of directors may delegate such
officer's powers or duties for the time being to any other officer, to any
employee with management responsibility, or to any director.

                                      -25-

                                   ARTICLE IX

                                  Capital Stock

                  Section 1. STOCK CERTIFICATES. Certificates representing
shares of the capital stock of the Corporation shall be signed by either the
president or one of the vice presidents of the Corporation and also by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer.
Such certificates shall have affixed an impression of the seal of the
Corporation. Where such certificates are countersigned by a transfer agent and
by a registrar, both of which may be the same institution, the signatures of
such officers and the seal of the Corporation thereon may be facsimiles,
engraved or printed. If an officer of the Corporation who shall have signed a
certificate of capital stock, or whose facsimile signature has been affixed for
such purpose, shall cease to be such officer of the Corporation before the stock
certificate so signed shall have been issued by the Corporation, such stock
certificate may nevertheless be issued and delivered with the same force and
effect as though the person who signed such certificate or whose facsimile
signature has been affixed for such purpose had not ceased to be such officer of
the Corporation.

                  Section 2. LOST OR DESTROYED CERTIFICATES. The board of
directors may determine the conditions upon which a new certificate for capital
stock of the Corporation may be issued in place of a certificate which is
alleged to have been lost, stolen, or destroyed and may, in its discretion,
require the owner of such certificate or his legal representative to give bond
with sufficient surety to the Corporation to indemnify it against any loss or
claim which may arise by reason of the issue of a new certificate in the place
of the one so alleged to have been lost, stolen, or destroyed.

                  Section 3. TRANSFER OF SHARES. The shares of capital stock of
the Corporation shall be transferable only upon its books by the holders thereof
in person or by their duly authorized attorneys or legal representatives, and
upon such transfer the old certificates shall be surrendered to the Corporation
by the delivery thereof to the person in charge of the stock or transfer books
and ledgers, or to such other person as the board of directors may designate, by
whom they shall be cancelled. New certificates shall thereupon be issued,
representing the shares so transferred. A record shall be made of each transfer.

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

                                      -26-

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

                                    ARTICLE X

                              Fair-Price Provisions

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

                  (a) "Affiliate," including the term "affiliated person," means
a person that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with, a specified person.

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

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

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

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

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

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

                                      -27-

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

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

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

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

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

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

                           (A)   An interested shareholder; or

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

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

                  (3) The issuance or transfer by the Corporation or any
         subsidiary, in one transaction or a series of transactions, of any
         equity securities of the Corporation or any subsidiary which has an
         aggregate market value of five percent or more of

                                      -28-

         the  total market value of the outstanding stock of the Corporation, to
         any interested shareholder or any affiliate of any interested
         shareholder, other than the Corporation or any of its subsidiaries,
         except pursuant to the exercise of warrants or rights to purchase
         securities offered pro rata to all holders of the Corporation's voting
         stock or any other method affording substantially proportionate
         treatment of the holders of voting stock.

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

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

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

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

                  (g)    "Equity security" means any of the following:

                  (1) Stock or a similar security, certificate of interest, or
         participation in any profit sharing agreement, voting trust
         certificate, or certificate of deposit for an equity security.

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

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

                                      -29-

                  (h)(1) "Interested shareholder" means any person other than
         the Corporation or any subsidiary that is either of the following:

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

                         (B) An affiliate of the Corporation who at any time
                  within the two-year period immediately before the date in
                  question was the beneficial owner, directly or indirectly, of
                  10% or more of the voting power of the then outstanding voting
                  stock of the Corporation.

                  (2) For the purpose of determining whether a person is an
         interested shareholder, the number of shares of voting stock deemed to
         be outstanding shall include shares deemed owned by the person through
         application of subsection (c) of this section, but may not include any
         other shares of voting stock which may be issuable pursuant to any
         agreement, arrangement, or understanding, or upon exercise of
         conversion rights, warrants, or options, or otherwise.

                  (i)    "Market value" means the following:

                         (A) In the case of stock, the highest closing sale
                  price during the 30-day period immediately preceding the date
                  in question of a share of such stock on the principal United
                  States securities exchange registered under the Securities
                  Exchange Act of 1934 on which such stock is listed, or if such
                  stock is not listed on any such exchange, the highest closing
                  bid quotation with respect to a share of such stock during the
                  30-day period preceding the date in question on the National
                  Association of Securities Dealers, Inc., Automated Quotations
                  System or any system then in use, or if no such quotations are
                  available, the fair market value on the date in question of a
                  share of such stock as determined by the board of directors of
                  the Corporation in good faith.

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

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

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

                  Section 2. VOTE REQUIRED IN BUSINESS COMBINATIONS. In addition
to any vote otherwise required by law or the articles of incorporation of the
Corporation, a

                                      -30-

business combination shall be recommended by the board of directors and approved
by the affirmative vote of at least each of the following:

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

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

                  Section 3.  WHEN VOTING REQUIREMENTS NOT APPLICABLE.

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

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

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

                  (3)    "Valuation date" means the following:

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

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

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

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

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

                                      -31-

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

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

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

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

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

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

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

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

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

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

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

                                      -32-

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

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

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

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

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

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

                               (i) There shall have been no failure to declare
                         and pay at the regular date therefor any full periodic
                         dividends, cumulative or not, on any outstanding
                         preferred stock of the Corporation;

                               (ii) There shall have been:

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

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

                                      -33-

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

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

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

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

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

                                   ARTICLE XI

                                     Notices

                  Section 1. MANNER OF GIVING NOTICE. Notice required to be
given under the provisions of these bylaws to a director, officer, or
shareholder shall not be construed to mean personal notice, but may be given by
depositing written or printed notice in a post office or letter box in a
postpaid wrapper addressed to such director, officer, or shareholder at such
address as appears on the books of the Corporation, such notice to be deemed to
have been given at the time when the same shall have been thus mailed; or, if

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such person has provided a telecommunications address to the Corporation, such
notice may be given by prepaid written telecommunication sent to such address
and in such event shall be deemed to have been given at the time when the same
shall have been transmitted.

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

                                   ARTICLE XII

                                  Miscellaneous

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

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

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

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

                                  ARTICLE XIII

                               Amendment of Bylaws

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

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

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

                  Article II, section 2;
                  Article II, section 8;
                  Article X; and
                  Article XIII.

                                   ARTICLE XIV

                           Other Amendments to Bylaws

                  Section 1. EFFECTIVE DATE. No amendment or supplement to or
repeal of any of the following provisions of these bylaws, whether resulting
from action of the directors or the shareholders, shall take effect until the
later of (i) one year following the

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adoption of such amendment, supplement, or repeal, or (ii) 10 days after the
adjournment sine die of the annual meeting of shareholders next succeeding the
adoption of such amendment, supplement, or repeal:

                  Article II, section 4;
                  Article II, section 5;
                  Article II, section 7;
                  Article II, section 9;
                  Article III, section 1;
                  Article III, section 2; and
                  Article XIV;

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

                                   ARTICLE XV

                        Control Share Acquisition Statute

                  Section 1. Pursuant to section 136 of the Louisiana Business
Corporation Law as in effect on January 25, 1991, the provisions of sections 135
through 140.2 of the Louisiana Business Corporation Law, enacted as part of
Title 12 of the Louisiana Revised Statutes, shall not apply to "control share
acquisitions" (as defined therein) of this Corporation.

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