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                                     BY-LAWS
                                       OF
                            STEWART ENTERPRISES, INC.
                (as amended and restated as of February 18, 2004)

                                    SECTION 1

                                     OFFICES

         1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located at 110 Veterans Memorial Boulevard, Metairie, Louisiana 70005.

         1.2 ADDITIONAL OFFICES. The Corporation may have such offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                    SECTION 2

                              SHAREHOLDERS MEETINGS

         2.1 PLACE OF MEETINGS. Unless otherwise required by law or these
By-laws, all meetings of the shareholders shall be held at the principal office
of the Corporation or at such other place, within or without the State of
Louisiana, as may be designated by the Board of Directors.

         2.2 ANNUAL MEETINGS; NOTICE THEREOF. An annual meeting of the
shareholders shall be held each year on the date and at the time as the Board of
Directors shall designate, for the purpose of electing directors and for the
transaction of such other business as may be properly brought before the
meeting. If no annual shareholders' meeting is held for a period of eighteen
months, any shareholder may call such meeting to be held at the registered
office of the Corporation as shown on the records of the Secretary of State of
the State of Louisiana.

         2.3 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, may be called by the Board of Directors, the Chairman of
the Board, or the President. At any time, upon the written request of any
shareholder or group of shareholders holding in the aggregate at least 25% of
the Total Voting Power (as defined in Article III(D) of the Articles of
Incorporation), the Secretary shall call a special meeting of shareholders to be
held at the registered office of the Corporation at such time as the Secretary
may fix, not less than 15 nor more than 60 days after the receipt of such
request, and if the Secretary shall neglect or refuse to fix such time or to
give notice of the meeting, the shareholder or shareholders making the request
may do so. Such request must state the specific purpose or purposes of the
proposed special meeting and the business to be conducted thereat shall be
limited to such purpose or purposes.



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         2.4 NOTICE OF MEETINGS. Except as otherwise provided by law, the
authorized person or persons calling a shareholders' meeting shall cause written
notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting, at least 10 days and not more
than 60 days prior to the day fixed for the meeting. Notice of the annual
meeting need not state the purpose or purposes thereof, unless action is to be
taken at the meeting as to which notice is required by law or the By-laws.
Notice of a special meeting shall state the purpose or purposes thereof, and the
business conducted at any special meeting shall be limited to the purpose or
purposes stated in the notice.

         2.5 LIST OF SHAREHOLDERS. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such shareholder on
the record date for the meeting and confirming the number of votes per share as
to which each such shareholder is entitled, shall be produced on the request of
any shareholder.

         2.6 QUORUM. At all meetings of shareholders, the holders of a majority
of the Total Voting Power (as defined in Article III(D) of the Articles of
Incorporation) shall constitute a quorum, provided, however, that this
subsection shall not have the effect of reducing the vote required to approve
any matter that may be established by law, the Articles of Incorporation or
these By-laws.

         2.7 VOTING. When a quorum is present at any shareholders' meeting, the
vote of the holders of a majority of that portion of the Total Voting Power (as
defined in Article III(D) of the Articles of Incorporation) that is present in
person or represented by proxy, voting together as a single class, shall decide
each question brought before such meeting, unless the resolution of the question
requires, by express provision of law, the Articles of Incorporation or these
By-laws, a different vote or one or more separate votes by the holders of a
class or series of capital stock, in which case such express provision shall
apply and control the decision of such question. Directors shall be elected by
plurality vote.

         2.8 PROXIES.

                  (a) At any meeting of the shareholders, every shareholder
having the right to vote shall be entitled to vote in person or by proxy
authorized by such shareholder and bearing a date not more than eleven months
prior to the meeting, unless the instrument provides for a longer period, but in
no case will an outstanding proxy be valid for longer than three years from the
date of its execution; provided, however, that in no event may a proxy be voted
at a meeting called pursuant to La. R.S. 12:138 unless it is executed and dated
by the shareholder within 30 days of the date of such meeting. The person
appointed as proxy need not be a shareholder of the Corporation.



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                  (b) The following are valid means by which a shareholder may
authorize another person or persons to act for him as proxy:

                           (i) A shareholder may execute a writing authorizing
         another person or persons to act for him as proxy. Execution may be
         accomplished by the shareholder or his authorized officer, director,
         employee or agent signing such writing or causing his signature to be
         affixed to such writing by any reasonable means, including but not
         limited to facsimile signature.

                           (ii) A shareholder may authorize another person or
         persons to act for him as proxy by transmitting or authorizing the
         transmission of a telegram, cablegram or other means of electronic
         transmission (including but not limited to transmission by telephone,
         the Internet or e-mail) to the person who will be the holder of the
         proxy, or to a proxy solicitation firm, proxy support service
         organization or like agent duly authorized by the person who will be
         the holder of the proxy to receive such transmission; however, any such
         telegram, cablegram or other means of electronic transmission shall be
         submitted with information from which it can be determined that the
         telegram, cablegram or other electronic transmission was authorized by
         the shareholder. If it is determined that such telegrams, cablegrams or
         other electronic transmissions are valid, the inspectors or other such
         persons making that determination shall specify the information upon
         which they relied.

         2.9 ADJOURNMENTS. Adjournments of any annual or special meeting of
shareholders may be taken without new notice being given unless a new record
date is fixed for the adjourned meeting, but any meeting at which directors are
to be elected shall be adjourned only from day to day until such directors shall
have been elected.

         2.10 WITHDRAWAL. If a quorum is present or represented at a duly
organized shareholders' meeting, such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum as fixed in Section 2.6 of these By-laws, or the refusal of any
shareholders to vote.

         2.11 LACK OF QUORUM. If a meeting cannot be organized because a quorum
has not attended, those present may adjourn the meeting to such time and place
as they may determine, subject, however, to the provisions of Section 2.9
hereof. In the case of any meeting called for the election of directors, those
who attend the second of such adjourned meetings, although less than a quorum as
fixed in Section 2.6 hereof, shall nevertheless be deemed to constitute a quorum
for the purpose of electing directors.

         2.12 PRESIDING OFFICER. The Chairman of the Board or the Chief
Executive Officer, or in their absence a chairman designated by the Board of
Directors, shall preside at all shareholders' meetings.



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         2.13 DEFINITION OF SHAREHOLDER. As used in these By-laws, and unless
the context otherwise requires, the term shareholder shall mean a person who is
the record holder of shares of the Corporation's capital stock or a registered
holder of any bonds, debentures or similar obligations granted voting rights by
the Corporation pursuant to La. R.S. 12:75H.

         2.14 BUSINESS TO BE CONDUCTED AT ANNUAL AND SPECIAL MEETINGS OF
SHAREHOLDERS.

                  (a) At any annual meeting of shareholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the Board of Directors, or (ii) by any shareholder of record
entitled to vote at such meeting who complies with the procedures set forth in
this Section 2.14.

                  (b) At any special meeting of shareholders called at the
request of a shareholder, or group of shareholders, of record in accordance with
the Corporation's Articles of Incorporation and these By-laws, only such
business shall be conducted as shall have been (i) submitted by the shareholder,
or group of shareholders of record requesting the meeting, (ii) described in the
request for the meeting, and (iii) described in the notice of the meeting.

                  (c) At any special meeting of shareholders called at the
request of the Board of Directors, the Chairman of the Board or the President of
the Corporation, only such business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of the Board of Directors,
the Chairman of the Board or the President or (ii) by any shareholder of record
entitled to vote at such meeting who complies with the procedures set forth in
this Section 2.14.

                  (d) No proposal by a shareholder, or group of shareholders, of
record of the Corporation shall be considered at an annual shareholders' meeting
unless Sufficient Notice (as described in subparagraph (f) hereof) of the
proposal is received by the Secretary of the Corporation not less than 120
calendar days in advance of the date in the current year that corresponds to the
date on which proxy materials were first mailed by the Corporation in connection
with the previous year's annual meeting. If the date of the annual meeting is
changed to a date that is 30 calendar days earlier or later than the date in the
current year that corresponds to the date on which the annual meeting was held
in the previous year, or if no annual meeting was held in the previous year,
Sufficient Notice of the proposal must be received by the Secretary of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event less than 70 days notice or prior public
disclosure of the date of the meeting is given or made to shareholders,
Sufficient Notice of the proposal must be received by the Secretary of the
Corporation no later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made.



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                  (e) No proposal by a shareholder, or group of shareholders, of
record of the Corporation shall be considered at a special meeting of
shareholders called by the Board of Directors, the Chairman of the Board or the
President unless Sufficient Notice (as described in subparagraph (f) hereof) of
the proposal is received by the Secretary of the Corporation not less than 60
days nor more than 90 days prior to the meeting; provided, however, that in the
event less than 70 days notice or prior public disclosure of the date of the
meeting is given or made to shareholders, Sufficient Notice of the proposal must
be received by the Secretary of the Corporation no later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.

                  (f) Notice of a proposal shall constitute Sufficient Notice
only if it contains (i) a complete and accurate description of the proposal;
(ii) a statement that the shareholder (or the shareholder's legal
representative) intends to attend the meeting and present the proposal and that
the shareholder intends to hold of record securities of the Corporation entitled
to vote at the meeting through the meeting date; (iii) the shareholder's name
and address and the number of shares of the Corporation's voting securities that
the shareholder holds of record and beneficially as of the notice date; and (iv)
a complete and accurate description of any material interest of such shareholder
in such proposal.

                  (g) Notwithstanding compliance with this Section 2.14, no
shareholder proposal shall be deemed to be properly brought before a
shareholders' meeting if it is not a proper subject for action by shareholders
under Louisiana law or the Articles of Incorporation.

                  (h) Any shareholder proposal failing to comply with this
Section 2.14 shall not be considered at the meeting and, if introduced at the
meeting, shall be ruled out of order.

                  (i) Nothing in this Section 2.14 is intended to confer any
rights to have any proposal included in the notice of any meeting or in proxy
materials related to such meeting.

                  (j) Notwithstanding the requirement in this Section 2.14 that
a shareholder be a shareholder of record in order to present a shareholder
proposal at a shareholders' meeting, a beneficial owner of shares entitled to
vote at the meeting shall be entitled to present a proposal at a meeting if such
beneficial owner complies with Rule 14a-8 promulgated under the Securities
Exchange Act of 1934 and the proposal has been included in the Corporation's
proxy statement for the meeting pursuant to Rule 14a-8.



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                                    SECTION 3

                                    DIRECTORS

         3.1 NUMBER. All of the corporate powers shall be vested in, and the
business and affairs of the Corporation shall be managed by, a Board of
Directors. Except as otherwise fixed by or pursuant to Article III of the
Articles of Incorporation (as it may be duly amended from time to time) relating
to the rights of the holders of any class or series of stock having a preference
over the Class A and Class B Common Stock as to dividends or upon liquidation to
elect additional directors by class vote, the Board of Directors shall consist
of up to 12 natural persons, the exact number of which shall be fixed each year
by resolution of the Board of Directors, provided that, if after proxy materials
for any meeting of shareholders at which directors are to be elected are mailed
to shareholders any person or persons named therein to be nominated at the
direction of the Board of Directors become unable or unwilling to serve, the
number of directors fixed by the Board or Directors for such year shall be
automatically reduced by a number equal to the number of such persons unless the
Board of Directors selects an additional nominee or nominees to replace such
persons. No director need be a shareholder. The Secretary shall have the power
to certify at any time as to the number of directors authorized and as to the
class to which each director has been elected or assigned. No person shall be
eligible for nomination, election or appointment to the Board of Directors
unless such person will not have achieved his or her 70th birthday on or prior
to the date on which his or her election or appointment would otherwise become
effective; provided, however, that (i) the foregoing shall not be applied in a
manner that would shorten the current term of office of any incumbent director
on the date of the adoption of this by-law, (ii) the Board may, by a vote of
two-thirds of its members who are not affected by the decision, exempt any
Director from the foregoing limitation in order that such Director may serve not
more than two additional terms of office; and (iii) such limitation shall not
apply to Frank B. Stewart, Jr. so long as he is the record and/or beneficial
owner of not less than 3.5 million shares of the Company's Class B Common Stock
(as such number may be adjusted from time to time to reflect stock dividends,
stock splits, a recapitalization or other similar transactions).

         3.2 POWERS. The Board may exercise all such powers of the Corporation
and do all such lawful acts and things which are not by law, the Articles of
Incorporation or these By-laws directed or required to be done by the
shareholders.

         3.3 CLASSES. The Board of Directors, other than those directors who may
be elected by the holders of any class or series of stock having preference over
the Class A and Class B Common Stock as to dividends or upon liquidation, shall
be divided, with respect to the time during which they shall hold office, into
three classes as nearly equal in number as possible, with the initial term of
office of Class I directors expiring at the annual meeting of shareholders to be
held in 1993, of Class II directors expiring at the next succeeding annual
meeting of shareholders and of Class III directors expiring at the second
succeeding annual meeting of shareholders, with all such directors to hold
office until their successors are elected and qualified. Any increase or
decrease in the number



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of directors shall be apportioned by the Board of Directors so that all classes
of directors shall be as nearly equal in number as possible. At each annual
meeting of shareholders, directors chosen to succeed those whose terms then
expire shall be elected to hold office for a term expiring at the annual meeting
of shareholders held in the third year following the year of their election and
until their successors are duly elected and qualified.

         3.4 GENERAL ELECTION. At each annual meeting of shareholders, directors
shall be elected to succeed those directors whose terms then expire. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

         3.5 VACANCIES. Except as otherwise provided in the Articles of
Incorporation or these By-laws, the office of a director shall become vacant if
he dies, resigns or is duly removed from office and the Board of Directors may
declare vacant the office of a director if he is interdicted or adjudicated an
incompetent, is adjudicated a bankrupt, in the sole opinion of the Board of
Directors becomes incapacitated by illness or other infirmity so that he is
unable to perform his duties for a period of six months or longer, or ceases at
any time to have the qualifications required by law, the Articles of
Incorporation or these By-laws.

         3.6 FILLING VACANCIES. Except as otherwise provided in Section 3.8 of
these By-laws, any vacancy on the Board (including any vacancy resulting from an
increase in the authorized number of directors or from failure of the
shareholders to elect the full number of authorized directors) may,
notwithstanding any resulting absence of a quorum of directors, be filled by a
two-thirds vote of the Board of Directors remaining in office, provided that the
shareholders shall have the right, at any special meeting called for such
purpose prior to any such action by the Board, to fill the vacancy. A director
elected pursuant to this section shall serve until the next shareholders'
meeting held for the election of directors of the class to which he shall have
been appointed and until his successor is elected and qualified.

         3.7 NOTICE OF SHAREHOLDER NOMINEES. Except as otherwise provided in
Section 3.8 of these By-laws, only persons who are nominated in accordance with
the procedures set forth in this section shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders by or at the direction of
the Board of Directors or by any shareholder of record of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this section. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered or mailed and received at the
principal office of the Corporation not less than 45 days nor more than 90 days
prior to the meeting, provided, however, that in the event that less than 55
days notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be received no
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such



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public disclosure was made. Such shareholder's notice shall set forth or include
the following:

         a.       as to each person whom the shareholder proposes to nominate
                  for election or reelection as a director the name, age,
                  business address and residential address of such person, the
                  principal occupation or employment of such person, the class
                  and number of shares of capital stock of the Corporation of
                  which such person is the beneficial owner (as defined in Rule
                  13d-3 promulgated under the Securities Exchange Act of 1934),
                  such person's written consent to being named in the proxy
                  statement as a nominee and to serve as a director if elected
                  and any other information relating to such person that would
                  be required to be disclosed in solicitations of proxies for
                  election of directors, or would be otherwise required, in each
                  case pursuant to Regulation 14A under the Securities Exchange
                  Act of 1934; and

         b.       as to the shareholder of record giving the notice, (i) the
                  name and address of such shareholder and (b) the class and
                  number of shares of capital stock of the Corporation of which
                  such shareholder is the beneficial owner (as defined in Rule
                  13d-3 promulgated under the Securities Exchange Act of 1934).
                  If requested in writing by the Secretary the Corporation at
                  least 15 days in advance of the meeting, such shareholder
                  shall disclose to the Secretary, within ten days of such
                  request, whether such person is the sole beneficial owner of
                  the shares held of record by him, and, if not, the name and
                  address of each other person known by the shareholder of
                  record to claim or have a beneficial interest in such shares.

At the request of the Board of Directors, any person nominated by or at the
direction of the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. If a
shareholder seeks to nominate one or more persons as directors, the Secretary
shall appoint two inspectors, who shall not be affiliated with the Corporation,
to determine whether the shareholder has complied with this section. If the
inspectors shall determine that the shareholder has not complied with this
section, the defective nomination shall be disregarded and the inspectors shall
direct the Chairman of the meeting to declare at the meeting that such
nomination was not made in accordance with the procedures prescribed by the
Articles of Incorporation and these By-laws.

         3.8 DIRECTORS ELECTED BY PREFERRED SHAREHOLDERS. Notwithstanding
anything in these By-laws to the contrary, whenever the holders of any one or
more classes or series of stock having a preference over the Class A and Class B
Common Stock as to dividends or upon liquidation shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
provisions of the Articles of Incorporation (as they may be duly amended from
time to time) fixing the rights and preferences of such preferred stock shall
govern with respect to the nomination, election, term, removal, vacancies or
other related matters with respect to such directors.



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         3.9 COMPENSATION OF DIRECTORS. Directors shall receive such
compensation for their services, in their capacity as directors, as may be fixed
by resolution of the Board of Directors, provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

         3.10 VICE CHAIRMAN OF THE BOARD. The Board of Directors may appoint a
Vice Chairman of the Board, who shall perform such duties as the Chairman of the
Board or the Board of Directors shall prescribe.

                                    SECTION 4

                              MEETINGS OF THE BOARD

         4.1 PLACE OF MEETINGS. The meetings of the Board of Directors may be
held at such place within or without the State of Louisiana as a majority of the
directors may from time to time appoint.

         4.2 REGULAR MEETINGS; NOTICE. Regular meetings of the Board may be held
at such times as the Board may from time to time determine. Notice of regular
meetings of the Board of Directors shall be required, but no special form of
notice or time of notice shall be necessary.

         4.3 SPECIAL MEETINGS; NOTICE. Special meetings of the Board may be
called by the Chairman of the Board or the President on reasonable notice given
to each director, either personally or by telephone, mail, telex, telecopy or
any other comparable form of facsimile communication. Special meetings shall be
called by the Secretary in like manner and on like notice on the written request
of a majority of the directors and if such officer fails or refuses, or is
unable within 24 hours to call a meeting when requested, then the directors
making the request may call the meeting on two days' written notice given to
each director. The notice of a special meeting of directors need not state its
purpose or purposes, but if the notice states a purpose or purposes and does not
state a further purpose to consider such other business as may properly come
before the meeting, the business to be conducted at the special meeting shall be
limited to the purpose or purposes stated in the notice.

         4.4 WAIVER OF NOTICE. Directors present at any regular or special
meeting shall be deemed to have received due, or to have waived, notice thereof,
provided that a director who participates in a meeting by telephone (as
permitted by Section 4.8 hereof) shall not be deemed to have received or waived
due notice if, at the beginning of the meeting, he objects to the transaction of
any business because the meeting is not lawfully called.

         4.5 QUORUM. A majority of the Board shall be necessary to constitute a
quorum for the transaction of business, and except as otherwise provided by law,
the



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Articles of Incorporation or these By-laws, the acts of a majority of the
directors present at a duly-called meeting at which a quorum is present shall be
the acts of the Board. If a quorum is not present at any meeting of the Board of
Directors, the directors present may adjourn the meeting from time to time
without notice other than announcement at the meeting, until a quorum is
present.

         4.6 WITHDRAWAL. If a quorum is present when the meeting convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 4.5 hereof, until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum
as fixed in Section 4.5 hereof or the refusal of any director present to vote.

         4.7 ACTION BY CONSENT. Any action that may be taken at a meeting of the
Board, or any committee thereof, may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the case may be, and
filed with the records of proceedings of the Board or committee.

         4.8 MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATION. Members of the
Board may participate at and be present at any meeting of the Board or any
committee thereof by means of conference telephone or similar communications
equipment if all persons participating in such meeting can hear and communicate
with each other.

                                    SECTION 5

                             COMMITTEES OF THE BOARD

         5.1 GENERAL. The Board may designate one or more committees, each
committee to consist of one or more of the directors of the Corporation (and one
or more directors may be named as alternate members to replace any absent or
disqualified regular members), which, to the extent provided by resolution of
the Board or these By-laws, shall have and may exercise the powers of the Board
in the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to documents, but
no such committee shall have power or authority to amend the Articles of
Incorporation, adopt an agreement of merger, consolidation or share exchange,
recommend to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's assets, recommend to the shareholders a
dissolution of the Corporation or a revocation of dissolution, remove or
indemnify directors, or amend these By-laws; and unless the resolution expressly
so provides, no such committee shall have the power or authority to declare a
dividend or authorize the issuance of stock. Such committee or committees shall
have such name or names as may be stated in these By-laws, or as may be
determined, from time to time, by the Board. Any vacancy occurring in any such
committee shall be filled by the Board, but the President may designate another
director to serve on the committee pending action by the Board. Each such member
of a committee shall hold office during the term designated by the Board.



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         5.2 STANDING COMMITTEES. The standing committees of the Board of
Directors shall be the Audit Committee, the Compensation Committee and the
Corporate Governance and Nominating Committee, which committees shall have such
authority and be comprised of such members as designated by the Board.

                                    SECTION 6

                            REMOVAL OF BOARD MEMBERS

         Except as may be otherwise provided in Section 3.8 of these By-laws,
any director may be removed, with or without cause, by a two-thirds vote of the
Board of Directors and any director or the entire Board of Directors may be
removed at any time, with or without cause, by the affirmative vote of the
holders of not less than two-thirds of that portion of the Total Voting Power
(as defined in Article III(D) of the Articles of Incorporation) that is present
or represented at a special shareholders' meeting called for that purpose,
voting together as a single class. At the same meeting in which the Board of
Directors or the shareholders remove one or more directors, a successor or
successors may be elected for the unexpired term of the director or directors
removed. Except as provided in the Articles of Incorporation and in this Section
6, directors shall not be subject to removal.

                                    SECTION 7

                                     NOTICES

         7.1 FORM OF DELIVERY. Whenever under the provisions of law, the
Articles of Incorporation or these By-laws notice is required to be given to any
shareholder or director, it shall not be construed to mean personal notice
unless otherwise specifically provided in the Articles of Incorporation or these
By-laws, but such notice may be given by mail, addressed to such shareholder or
director at his address as it appears on the records of the Corporation, with
postage thereon prepaid, or in such other manner as may be specified in these
By-laws. Notices given by mail shall be deemed to have been given at the time
they are deposited in the United States mail, and all other notices shall be
deemed to have been given upon receipt.

         7.2 WAIVER. Whenever any notice is required to be given by law, the
Articles of Incorporation or these By-laws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. In addition, notice
shall be deemed to have been given to, or waived by, any shareholder or director
who attends a meeting of shareholders or directors in person, or is represented
at such meeting by proxy, without protesting at the commencement of the meeting
the transaction of any business because the meeting is not lawfully called or
convened.



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                                    SECTION 8

                                    OFFICERS

         8.1 DESIGNATIONS. The Board of Directors shall elect a Chairman of the
Board, Chief Executive Officer, President, Secretary and Treasurer. The Chief
Executive Officer may appoint such other officers as he or she shall deem
necessary or appropriate, and shall present to the Board a list of such officers
at least annually. More than one office may be held by one person, provided that
no person holding more than one office may sign, in more than one capacity, any
certificate or other instrument required by law to be signed by two officers.

         8.2 DUTIES AND TERMS OF OFFICE. Officers shall exercise such powers and
perform such duties as the Chief Executive Officer may from time to time direct,
provided that their powers and duties are not inconsistent with these By-laws or
any Board resolution. Except as otherwise provided in the resolution of the
Board of Directors electing any officer, each officer elected by the Board shall
hold office until the first meeting of the Board of Directors after the annual
meeting of shareholders next succeeding his or her election, and until his or
her successor is elected or until his or her earlier resignation or removal.
Officers appointed by the Chief Executive Officer shall hold such office for the
term designated by the Chief Executive Officer or, if none, until his or her
successor is elected or until his or her earlier resignation or removal. Any
officer may resign at any time upon written notice to the Board, Chief Executive
Officer or Secretary of the Corporation. Such resignation shall take effect at
the time specified therein and acceptance of such resignation shall not be
necessary to make it effective. The Board may remove any officer with or without
cause at any time. Any officer appointed by the Chief Executive Officer may be
removed by the Chief Executive Officer with or without cause at any time. Any
such removal shall be without prejudice to the contractual rights of such
officers, if any, with the Corporation, but the election of an officer shall not
in and of itself create contractual rights. Any vacancy occurring in any office
of the Corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board at any regular or special
meeting, or, if the appointment of the officer did not require Board approval,
by the Chief Executive Officer.

         8.3 THE CHAIRMAN OF THE BOARD. The Chairman of the Board or a director
designated by him shall preside at meetings of the Board of Directors and the
shareholders and perform such other duties as may be designated by the Board of
Directors or these By-laws.

         8.4 THE CHIEF EXECUTIVE OFFICER AND PRESIDENT. The office of Chief
Executive Officer and President shall be held by one person unless the Board
otherwise determines. Subject to such determination, the Chief Executive Officer
and President shall, subject to the powers of the Chairman of the Board, have
general and active responsibility for the management of the business of the
Corporation, shall be the chief executive officer of the Corporation, shall
supervise the daily operations of the business



                                      -12-
<PAGE>


of the Corporation and shall ensure that all orders, policies and resolutions of
the Board are carried out.

         8.5 THE SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He or she
shall give, or cause to be given, notice of all meetings of the shareholders and
regular and special meetings of the Board, and shall perform such other duties
as may be prescribed by the Board or the Chief Executive Officer. He or she
shall keep in safe custody the seal of the Corporation, if any, and affix such
seal to any instrument requiring it.

         8.6 THE TREASURER. The Treasurer shall have the custody of the
corporate funds and shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation. He or she shall keep a proper accounting of all receipts and
disbursements and shall disburse the funds of the Corporation only for proper
corporate purposes or as may be ordered by the Board and shall render to the
Chief Executive Officer and the Board at the regular meetings of the Board, or
whenever they may require it, an account of all his or her transactions as
Treasurer.

                                    SECTION 9

                                      STOCK

         9.1 CERTIFICATES. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President or a Vice President and
the Secretary or an Assistant Secretary evidencing the number and class (and
series, if any) of shares owned by him, containing such information as required
by law and bearing the seal of the Corporation. If any stock certificate is
manually signed by a transfer agent or registrar other than the Corporation
itself or an employee of the Corporation, the signature of any such officer may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be an officer, transfer agent or registrar of the Corporation before
such certificate is issued, it may be issued by the Corporation with the same
effect as if such person or entity were an officer, transfer agent or registrar
of the Corporation on the date of issue.

         9.2 MISSING CERTIFICATES. The President or any Vice President may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the Corporation's receipt of an
affidavit of that fact from the person claiming the certificate of stock to be
lost, stolen or destroyed. As a condition precedent to the issuance of a new
certificate or certificates, the officers of the Corporation shall, unless
dispensed with by the President, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond or enter into a written indemnity agreement, in each case in
an amount appropriate to



                                      -13-
<PAGE>


indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

         9.3 TRANSFERS. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                   SECTION 10

                          DETERMINATION OF SHAREHOLDERS

         10.1 RECORD DATE. For the purpose of determining shareholders entitled
to notice of and to vote at a meeting, or to receive a dividend, or to receive
or exercise subscription or other rights, or to participate in a
reclassification of stock, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix in advance a record
date for determination of shareholders for such purpose, such date to be not
more than 60 days and, if fixed for the purpose of determining shareholders
entitled to notice of and to vote at a meeting, not less than 10 days, prior to
the date on which the action requiring the determination of shareholder is to be
taken.

         10.2 REGISTERED SHAREHOLDERS. Except as otherwise provided by law, the
Corporation and its directors, officers and agents may recognize and treat a
person registered on its records as the owner of shares as the owner in fact
thereof for all purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of such shares, and
the Corporation's rights under this section shall not be affected by any actual
or constructive notice that the Corporation, or any of its directors, officers
or agents, may have to the contrary.

                                   SECTION 11

                                 INDEMNIFICATION

         11.1 DEFINITIONS. As used in this section the following terms shall
have the meanings set forth below:

                  (a) "Board" - the Board of Directors of the Corporation.

                  (b) "Claim" - any threatened, pending or completed claim,
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether made judicially or extra-judicially, or any separate
issue or matter therein, as the context requires.



                                      -14-
<PAGE>


                  (c) "Determining Body" - those members of the Board who are
not named as parties to the Claim for which indemnification is being sought
("Impartial Directors"), if there are at least three Impartial Directors, a
committee of at least three Impartial Directors appointed by the Board
(regardless whether the members of the Board of Directors voting on such
appointment are Impartial Directors) or if there are fewer than three Impartial
Directors or if the Board of Directors or the committee appointed pursuant to
clause (ii) of this paragraph so directs (regardless whether the members thereof
are Impartial Directors), independent legal counsel, which may be the regular
outside counsel of the Corporation.

                  (d) "Disbursing Officer" - the President of the Corporation
or, if the President is a party to the Claim for which indemnification is being
sought, any officer not a party to such Claim who is designated by the President
to be the Disbursing Officer with respect to indemnification requests related to
the Claim, which designation shall be made promptly after receipt of the initial
request for indemnification with respect to such Claim.

                  (e) "Expenses" - any expenses or costs (including, without
limitation, attorney's fees, judgments, punitive or exemplary damages, fines and
amounts paid in settlement).

                  (f) "Indemnitee" - each person who is or was a director or
officer of the Corporation.

         11.2     INDEMNITY.

         (a) To the extent such Expenses exceed the amounts reimbursed or paid
pursuant to policies of liability insurance maintained by the Corporation, the
Corporation shall indemnify each Indemnitee against any Expenses actually and
reasonably incurred by (as they are incurred) in connection with any Claim
either against him or as to which he is involved solely as a witness or person
required to give evidence, by reason of his position as a director or officer of
the Corporation, as a director or officer of any subsidiary of the Corporation
or as a fiduciary with respect to any employee benefit plan of the Corporation,
or as a director, officer, partner, employee or agent of another Corporation,
partnership, joint venture, trust or other for-profit or not-for-profit entity
or enterprise, if such position is or was held at the request of the
Corporation, whether relating to service in such position before or after the
effective date of this Section, if he (i) is successful in his defense of the
Claim on the merits or otherwise or (ii) has been found by the Determining Body
(acting in good faith) to have met the Standard of Conduct (defined below);
provided that (A) the amount otherwise payable by the Corporation may be reduced
by the Determining Body to such amount as it deems proper if it determines that
the Claim involved the receipt of a personal benefit by Indemnitee, and (B) no
indemnification shall be made in respect of any Claim as to which Indemnitee
shall have been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable for willful or intentional misconduct in
the performance of his duty to the Corporation or to have obtained an improper
personal benefit, unless, and



                                      -15-
<PAGE>


only to the extent that, a court shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as
the court deems proper.

         (b) The Standard of Conduct is met when the conduct by an Indemnitee
with respect to which a Claim is asserted was conduct that was in good faith and
that he reasonably believed to be in, or not opposed to, the best interest of
the Corporation, and, in the case of a criminal action or proceeding, that he
had no reasonable cause to believe was unlawful. The termination of any Claim by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that Indemnitee did
not meet the Standard of Conduct.

         (c) Promptly upon becoming aware of the existence of any Claim as to
which he may be indemnified hereunder, Indemnitee shall notify the President of
the Corporation of the Claim and whether he intends to seek indemnification
hereunder. If such notice indicates that Indemnitee does so intend, the
President shall promptly advise the Board thereof and notify the Board that the
establishment of the Determining Body with respect to the Claim will be a matter
presented at the next regularly scheduled meeting of the Board. After the
Determining Body has been established the President shall inform the Indemnitee
thereof and Indemnitee shall immediately provide the Determining Body with all
facts relevant to the Claim known to him. Within 60 days of the receipt of such
information, together with such additional information as the Determining Body
may request of Indemnitee, the Determining Body shall determine, and shall
advise Indemnitee of its determination, whether Indemnitee has met the Standard
of Conduct.

         (d) During such 60-day period, Indemnitee shall promptly inform the
Determining Body upon his becoming aware of any relevant facts not therefore
provided by him to the Determining Body, unless the Determining Body has
obtained such facts by other means.

         (e) In the case of any Claim not involving a proposed, threatened or
pending criminal proceeding,

                  (i) if Indemnitee has, in the good faith judgment of the
Determining Body, met the Standard of Conduct, the Corporation may, in its sole
discretion after notice to Indemnitee, assume all responsibility for the defense
of the Claim, and, in any event, the Corporation and the Indemnitee each shall
keep the other informed as to the progress of the defense, including prompt
disclosure of any proposals for settlement; provided that if the Corporation is
a party to the Claim and Indemnitee reasonably determines that there is a
conflict between the positions of the Corporation and Indemnitee with respect to
the Claim, then Indemnitee shall be entitled to conduct his defense, with
counsel of his choice; and provided further that Indemnitee shall in any event
be entitled at his expense to employ counsel chosen by him to participate in the
defense of the Claim; and



                                      -16-
<PAGE>


                  (ii) the Corporation shall fairly consider any proposals by
Indemnitee for settlement of the Claim. If the Corporation (A) proposes a
settlement acceptable to the person asserting the Claim, or (B) believes a
settlement proposed by the person asserting the Claim should be accepted, it
shall inform Indemnitee of the terms thereof and shall fix a reasonable date by
which Indemnitee shall respond. If Indemnitee agrees to such terms, he shall
execute such documents as shall be necessary to effect the settlement. If he
does not agree he may proceed with the defense of the Claim in any manner he
chooses, but if he is not successful on the merits or otherwise, the
Corporation's obligation to indemnify him for any Expenses incurred following
his disagreement shall be limited to the lesser of (A) the total Expenses
incurred by him following his decision not to agree to such proposed settlement
or (B) the amount the Corporation would have paid pursuant to the terms of the
proposed settlement. If, however, the proposed settlement would impose upon
Indemnitee any requirement to act or refrain from acting that would materially
interfere with the conduct of his affairs, Indemnitee may refuse such settlement
and proceed with the defense of the Claim, if he so desires, at the
Corporation's expense without regard to the limitations imposed by the preceding
sentence. In no event, however, shall the Corporation be obligated to indemnify
Indemnitee for any amount paid in a settlement that the Corporation has not
approved.

         (f) In the case of a Claim involving a proposed, threatened or pending
criminal proceeding, Indemnitee shall be entitled to conduct the defense of the
Claim, and to make all decisions with respect thereto, with counsel of his
choice, provided, however, that the Corporation shall not be obligated to
indemnify Indemnitee for an amount paid in settlement that the Corporation has
not approved.

         (g) After notifying the Corporation of the existence of a Claim,
Indemnitee may from time to time request the Corporation to pay the Expenses
(other than judgments, fines, penalties or amounts paid in settlement) that he
incurs in pursuing a defense of the Claim prior to the time that the Determining
Body determines whether the Standard of Conduct has been met. If the Disbursing
Officer believes the amount requested to be reasonable, he shall pay to
Indemnitee the amount requested (regardless of Indemnitee's apparent ability to
repay such amount) upon receipt of an undertaking by or on behalf of Indemnitee
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation under the circumstances. If the
Disbursing Officer does not believe such amount to be reasonable, the
Corporation shall pay the amount deemed by him to be reasonable and Indemnitee
may apply directly to the Determining Body for the remainder of the amount
requested.

         (h) After the Determining Body has determined that the Standard of
Conduct was met, for so long as and to the extent that the Corporation is
required to indemnify Indemnitee under this Agreement, the provisions of
Paragraph (g) shall continue to apply with respect to Expenses incurred after
such time except that (i) no undertaking shall be required of Indemnitee and
(ii) the Disbursing Officer shall pay to Indemnitee such amount of any fines,
penalties or judgments against him which have become final as the Corporation is
obligated to indemnify him.



                                      -17-
<PAGE>
         (i) Any determination by the Corporation with respect to settlements of
a Claim shall be made by the Determining Body.

         (j) The Corporation and Indemnitee shall keep confidential, to the
extent permitted by law and their fiduciary obligations, all facts and
determinations provided or made pursuant to or arising out of the operation of
this Section, and the Corporation and Indemnitee shall instruct its or his
agents and employees to do likewise.

         11.3 ENFORCEMENT.

                  (a) The rights provided by this Section shall be enforceable
by Indemnitee in any court of competent jurisdiction.

                  (b) If Indemnitee seeks a judicial adjudication of his rights
under this Section Indemnitee shall 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 connection with such proceeding but
only if he prevails therein. If it shall be determined that Indemnitee is
entitled to receive part but not all of the relief sought, then the Indemnitee
shall be entitled to be reimbursed for all Expenses incurred by him in
connection with such judicial adjudication if the amount to which he is
determined to be entitled exceeds 50% of the amount of his claim. Otherwise, the
Expenses incurred by Indemnitee in connection with such judicial adjudication
shall be appropriately prorated.

                  (c) In any judicial proceeding described in this subsection,
the Corporation shall bear the burden of proving that Indemnitee is not entitled
to any Expenses sought with respect to any Claim.

         11.4 SAVING CLAUSE. If any provision of this Section is determined by a
court having jurisdiction over the matter to require the Corporation to do or
refrain from doing any act that is in violation of applicable law, the court
shall be empowered to modify or reform such provision so that, as modified or
reformed, such provision provides the maximum indemnification permitted by law,
and such provision, as so modified or reformed, and the balance of this Section,
shall be applied in accordance with their terms. Without limiting the generality
of the foregoing, if any portion of this Section shall be invalidated on any
ground, the Corporation shall nevertheless indemnify an Indemnitee to the full
extent permitted by any applicable portion of this Section that shall not have
been invalidated and to the full extent permitted by law with respect to that
portion that has been invalidated.

         11.5 NON-EXCLUSIVITY.

                  (a) The indemnification and advancement of Expenses provided
by or granted pursuant to this Section shall not be deemed exclusive of any
other rights to which Indemnitee is or may become entitled under any statute,
article of incorporation, by-law, authorization of shareholders or directors,
agreement, or otherwise.



                                      -18-
<PAGE>


                  (b) It is the intent of the Corporation by this Section to
indemnify and hold harmless Indemnitee to the fullest extent permitted by law,
so that if applicable law would permit the Corporation to provide broader
indemnification rights than are currently permitted, the Corporation shall
indemnify and hold harmless Indemnitee to the fullest extent permitted by
applicable law notwithstanding that the other terms of this Section would
provide for lesser indemnification.

         11.6 SUCCESSORS AND ASSIGNS. This Section shall be binding upon the
Corporation, its successors and assigns, and shall inure to the benefit of the
Indemnitee's heirs, personal representatives, and assigns and to the benefit of
the Corporation, its successors and assigns.

         11.7 INDEMNIFICATION OF OTHER PERSONS. The Corporation may indemnify
any person not covered by Sections 11.1 through 11.6 to the extent provided in a
resolution of the Board or a separate section of these By-laws.

                                   SECTION 12

                                   AMENDMENTS

         12.1 ADOPTION OF BY-LAWS; AMENDMENTS THEREOF. By-laws of the
Corporation may be adopted only by a majority vote of the Board of Directors.
By-laws may be amended or repealed only by (i) a majority vote of the Board of
Directors, except that any amendment to or repeal of Section 6 of these By-laws
shall require an affirmative vote of at least three-quarters of the Board, or
(ii) the affirmative vote of the holders of at least two-thirds of that portion
of the Total Voting Power (as defined in Article III(D) of the Articles of
Incorporation), voting together as a single class, that is present in person or
by proxy at any regular or special meeting of shareholders, the notice of which
expressly states that the proposed amendment or repeal is to be considered at
the meeting.

         12.2 NEW BY-LAWS; AMENDMENTS. Any purported amendment to these By-laws
which would add hereto a matter not covered herein prior to such purported
amendment shall be deemed to constitute the adoption of a By-law provision and
not an amendment to the By-laws.

                                   SECTION 13

                                  MISCELLANEOUS

         13.1 DIVIDENDS. Except as otherwise provided by law or the Articles of
Incorporation, dividends upon the stock of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, property, or shares of stock, subject to the limitations specified in
the Articles of Incorporation.



                                      -19-
<PAGE>


         13.2 VOTING OF SHARES OWNED BY CORPORATION. Unless otherwise directed
by the Board, any shares of capital stock issued by a wholly-owned subsidiary of
the Corporation may be voted by the President of the Corporation at any
shareholders' meeting of the subsidiary (or in connection with any written
consent in lieu thereof).

         13.3 CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate. Signatures of
the authorized signatories may be by facsimile.

         13.4 FISCAL YEAR. The Board of Directors may adopt for and on behalf of
the Corporation a fiscal or a calendar year.

         13.5 SEAL. The Board of Directors may adopt a corporate seal, which
shall have inscribed thereon the name of the Corporation. The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. Failure to affix the seal shall not, however, affect the validity of
any instrument.

         13.6 GENDER. All pronouns and variations thereof used in these By-laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to may require.

         13.7 LOUISIANA'S FAIR PRICE STATUTE. The Company expressly opts into,
and accepts the benefits of, La. R.S. 12:132-134, as they may be amended from
time to time.

         13.8 CONTROL SHARE ACQUISITION STATUTE. The Company expressly waives
the benefits of La. R.S. 12:135-140.2, as they may be amended from time to time.



                                      -20-