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                                                                     EXHIBIT 3.2

                                     BY-LAWS
                                       OF
                           UNIFAB INTERNATIONAL, INC.

             MARKED TO SHOW AMENDMENTS ADOPTED ON DECEMBER 23, 2002


                                     OFFICES

         Principal Office. THE PRINCIPAL OFFICE OF THE CORPORATION SHALL BE
LOCATED AT 5007 PORT ROAD, NEW IBERIA, LOUISIANA 70562.

         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.


                              SHAREHOLDER MEETINGS

         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.

         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 OF 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.

         Special Meetings. SPECIAL MEETINGS OF THE SHAREHOLDERS, FOR ANY PURPOSE
OR PURPOSES, MAY BE CALLED BY OR AT THE DIRECTION OF THE BOARD OF DIRECTORS.
SHAREHOLDERS MAY CALL A SPECIAL MEETING OF SHAREHOLDERS IN ACCORDANCE WITH THE
APPLICABLE PROVISIONS OF THE ARTICLES OF INCORPORATION.

         Notice of Meetings. EXCEPT AS OTHERWISE PROVIDED BY LAW OR THE ARTICLES
OF INCORPORATION, 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 75 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, THE
ARTICLES OF INCORPORATION 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.

         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.

         Quorum. AT ALL MEETINGS OF SHAREHOLDERS, THE HOLDERS OF A MAJORITY OF
THE TOTAL VOTING POWER 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.

         Voting. WHEN A QUORUM IS PRESENT AT ANY SHAREHOLDERS' MEETING, THE VOTE
OF THE HOLDERS OF A MAJORITY OF THE VOTES ACTUALLY CAST 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.


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         Proxies. AT ANY MEETING OF THE SHAREHOLDERS, EVERY SHAREHOLDER HAVING
THE RIGHT TO VOTE SHALL BE ENTITLED TO VOTE IN PERSON OR BY PROXY APPOINTED BY
AN INSTRUMENT IN WRITING EXECUTED 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. THE PERSON APPOINTED AS PROXY
NEED NOT BE A SHAREHOLDER OF THE CORPORATION.

         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.

         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.

         Lack of Quorum. IF A MEETING CANNOT BE ORGANIZED BECAUSE A QUORUM HAS
NOT ATTENDED, THE SHAREHOLDERS PRESENT MAY, BY VOTE OF THE HOLDERS OF A MAJORITY
OF THE VOTES ACTUALLY CAST, 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.

         Presiding Officer. THE CHAIRMAN OF THE BOARD OR A PERSON DESIGNATED BY
THE CHAIRMAN OF THE BOARD, OR IN THEIR ABSENCE A PERSON DESIGNATED BY THE BOARD
OF DIRECTORS, SHALL PRESIDE AT ALL SHAREHOLDERS' MEETINGS.

         Definition of Shareholder. AS USED IN THESE BY-LAWS, AND UNLESS THE
CONTEXT OTHERWISE REQUIRES, THE TERM SHAREHOLDER SHALL MEAN A PERSON WHO IS (i)
THE RECORD HOLDER OF SHARES OF THE CORPORATION'S COMMON STOCK OR ANY OTHER
CAPITAL STOCK OF THE CORPORATION GRANTED VOTING RIGHTS, OR (II) A REGISTERED
HOLDER OF ANY BONDS, DEBENTURES OR SIMILAR OBLIGATIONS GRANTED VOTING RIGHTS BY
THE CORPORATION PURSUANT TO LA.R.S. 12:75(H).


                                    DIRECTORS

         Number. [this Section 3.1 has been amended and is restated hereafter in
its entirety] 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(B) 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 COMMON STOCK AS TO DIVIDENDS OR UPON LIQUIDATION TO ELECT ADDITIONAL
DIRECTORS BY CLASS VOTE, THE BOARD OF DIRECTORS SHALL CONSIST OF EIGHT NATURAL
PERSONS; PROVIDED THAT, IF AFTER THE LAST ACTION OF THE BOARD OF DIRECTORS WITH
RESPECT TO NOMINATION OF DIRECTORS PRIOR TO THE MAILING TO SHAREHOLDERS OF PROXY
MATERIALS FOR ANY MEETING OF SHAREHOLDERS AT WHICH DIRECTORS ARE TO BE ELECTED,
ANY PERSON OR PERSONS NAMED THEREIN TO BE NOMINATED AT THE DIRECTION OF THE
BOARD OF DIRECTORS BECOMES UNABLE OR UNWILLING TO SERVE, THE FOREGOING NUMBER OF
AUTHORIZED DIRECTORS SHALL BE AUTOMATICALLY REDUCED BY A NUMBER EQUAL TO THE
NUMBER OF SUCH PERSONS UNLESS THE BOARD OF DIRECTORS SELECTS A REPLACEMENT
NOMINEE OR NOMINEES. NO DIRECTOR NEED BE A SHAREHOLDER. THE SECRETARY SHALL HAVE
THE POWER TO CERTIFY AT ANY TIME AS TO THE NUMBER OF DIRECTORS AUTHORIZED.

         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.

         [original Section 3.3 "Classes" has been deleted in its entirety and
 Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 have been redesignated as Sections
 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8.]

         Election. [this Section 3.3, originally Section 3.4, has been amended
and is restated hereafter in its entirety] THE DIRECTORS SHALL BE ELECTED AT
EACH ANNUAL MEETING OF SHAREHOLDERS, AND SHALL SERVE UNTIL THEIR SUCCESSORS ARE
DULY ELECTED AND QUALIFIED. NO DECREASE IN THE NUMBER OF DIRECTORS CONSTITUTING
THE BOARD OF DIRECTORS SHALL SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR.

         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.


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         Filling Vacancies. [this Section 3.5, originally Section 3.6, has been
amended and is restated hereafter in its entirety] EXCEPT AS OTHERWISE PROVIDED
IN THE ARTICLES OF INCORPORATION OR SECTION 3.7 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 MAJORITY 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 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 AND UNTIL HIS SUCCESSOR
IS DULY ELECTED AND QUALIFIED.

         Notice of Shareholder Nominees. [this Section 3.6, originally Section
3.7, has been amended and is restated hereafter in its entirety] EXCEPT AS
OTHERWISE PROVIDED IN OR PURSUANT TO SECTION 3.7 OF THESE BY-LAWS, ONLY PERSONS
WHO ARE NOMINATED IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN ARTICLE IV(E)
OF THE ARTICLES OF INCORPORATION SHALL BE ELIGIBLE FOR ELECTION AS DIRECTORS.

         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 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.

         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.


                              MEETINGS OF THE BOARD

         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.

         Initial Meetings. EXCEPT AS OTHERWISE DETERMINED BY THE BOARD OF
DIRECTORS, THE FIRST MEETING OF EACH NEWLY ELECTED BOARD SHALL BE HELD
IMMEDIATELY FOLLOWING THE SHAREHOLDERS' MEETING AT WHICH THE BOARD, OR ANY CLASS
THEREOF, IS ELECTED AND AT THE SAME PLACE AS SUCH MEETING, AND NO NOTICE OF SUCH
FIRST MEETING SHALL BE NECESSARY FOR THE NEWLY ELECTED DIRECTORS IN ORDER
LEGALLY TO CONSTITUTE THE MEETING.

         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 MAY BE GIVEN, BUT NO SPECIAL FORM OF NOTICE
OR TIME OF NOTICE SHALL BE NECESSARY.

         Special Meetings; Notice. SPECIAL MEETINGS OF THE BOARD MAY BE CALLED
BY OR AT THE DIRECTION OF THE CHAIRMAN OF THE BOARD OR THE PRESIDENT ON
REASONABLE NOTICE GIVEN TO EACH DIRECTOR, EITHER PERSONALLY OR BY MAIL,
REPUTABLE COURIER SERVICE, TELEPHONE, 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 REFUSES, OR FAILS 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. EXCEPT
AS OTHERWISE REQUIRED BY LAW, THE ARTICLES OF INCORPORATION OR THESE BY-LAWS,
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.

         Waiver of Notice. DIRECTORS PRESENT AT ANY REGULAR OR SPECIAL MEETING
SHALL BE DEEMED TO HAVE RECEIVED, OR TO HAVE WAIVED, DUE NOTICE THEREOF,
PROVIDED THAT A DIRECTOR WHO PARTICIPATES IN A MEETING BY TELEPHONE (AS
PERMITTED BY SECTION 4.9 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.


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         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 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.

         Withdrawal. IF A QUORUM WAS 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 4.6 HEREOF, UNTIL ADJOURNMENT,
NOTWITHSTANDING THE WITHDRAWAL OF ENOUGH DIRECTORS TO LEAVE LESS THAN A QUORUM
AS FIXED IN SECTION 4.6 HEREOF OR THE REFUSAL OF ANY DIRECTOR PRESENT TO VOTE.

         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.

         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.


                             COMMITTEES OF THE BOARD

         General. THE BOARD MAY DESIGNATE ONE OR MORE COMMITTEES, EACH COMMITTEE
TO CONSIST OF TWO 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, A DISSOLUTION OF THE CORPORATION
OR A REVOCATION OF DISSOLUTION, REMOVE 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.

         Compensation Committee. THE BOARD SHALL ESTABLISH AND MAINTAIN A
COMPENSATION COMMITTEE CONSISTING OF TWO OR MORE DIRECTORS, EACH OF WHOM (i)
SHALL BE QUALIFIED TO THE EXTENT APPROPRIATE AS A "NON-EMPLOYEE DIRECTOR" UNDER
RULE 16B-3 OF THE SECURITIES EXCHANGE COMMISSION AND AS AN "OUTSIDE DIRECTOR"
UNDER SECTION 162(m) OF THE INTERNAL REVENUE CODE AND (II) SHALL MEET ANY
FURTHER QUALIFICATIONS DESIGNATED BY THE BOARD. THE COMPENSATION COMMITTEE SHALL
REVIEW AND ANALYZE THE COMPENSATION OF THE CORPORATION'S EXECUTIVE OFFICERS;
REVIEW AND PROVIDE GENERAL GUIDANCE AS TO COMPENSATION OF THE CORPORATION'S
OTHER MANAGERS; EVALUATE THE PERFORMANCE OF THE CORPORATION'S EXECUTIVE
OFFICERS; ADMINISTER THE CORPORATION'S INCENTIVE COMPENSATION PLAN OR PLANS,
INCLUDING GRANTS THEREUNDER; AND PERFORM SUCH OTHER SERVICES AS MAY BE
DESIGNATED BY THE BOARD.

         Audit Committee. THE BOARD SHALL ESTABLISH AN AUDIT COMMITTEE
CONSISTING OF AT LEAST TWO DIRECTORS, A MAJORITY OF WHOM ARE NOT OFFICERS OR
EMPLOYEES OF THE CORPORATION OR OF ANY OF ITS AFFILIATES. THE AUDIT COMMITTEE
SHALL (i) FACILITATE COMMUNICATION AMONG THE CORPORATION'S DIRECTORS,
MANAGEMENT, INDEPENDENT ACCOUNTANTS AND INTERNAL AUDITING PERSONNEL REGARDING
MATTERS RELATING TO FINANCIAL ACCOUNTING, REPORTING AND CONTROLS, (ii) ASSIST
THE BOARD OF DIRECTORS IN FULFILLING ITS FIDUCIARY RESPONSIBILITIES AS TO
ACCOUNTING POLICIES AND REPORTING PRACTICES OF THE CORPORATION AND ALL
SUBSIDIARIES AND THE SUFFICIENCY OF AUDITING PRACTICES WITH RESPECT THERETO BY,
AMONG OTHER THINGS, REVIEWING THE SCOPE OF AUDIT COVERAGE, INCLUDING
CONSIDERATION OF THE CORPORATION'S ACCOUNTING PRACTICES AND PROCEDURES AND
SYSTEM OF INTERNAL ACCOUNTING CONTROLS AND REPORTING TO THE BOARD WITH RESPECT
THERETO, (iii) OPERATE AS THE BOARD'S PRINCIPAL AGENT IN ENSURING THE
INDEPENDENCE OF THE


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CORPORATION'S INDEPENDENT ACCOUNTANTS, THE INTEGRITY OF MANAGEMENT AND THE
ADEQUACY OF DISCLOSURE TO SHAREHOLDERS, AND (iv) PERFORM SUCH OTHER SERVICES AS
MAY BE DESIGNATED BY THE BOARD.


                            REMOVAL OF BOARD MEMBERS

         Directors may be removed in accordance with the applicable provisions
of the Articles of Incorporation.


                                     NOTICES

         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 DELIVERY OR TRANSMISSION TO THE APPROPRIATE ADDRESS.

         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. NOTICE SHALL BE DEEMED
TO HAVE BEEN GIVEN TO, OR WAIVED BY, ANY SHAREHOLDER WHO ATTENDS A MEETING OF
SHAREHOLDERS 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.


                                    OFFICERS

         Designations. THE OFFICERS OF THE CORPORATION SHALL BE ELECTED BY THE
DIRECTORS AND SHALL BE THE PRESIDENT, SECRETARY AND TREASURER. THE BOARD OF
DIRECTORS MAY APPOINT ONE OR MORE VICE PRESIDENTS, A CHIEF EXECUTIVE OFFICER, A
CHIEF OPERATING OFFICER, A CHIEF FINANCIAL OR ACCOUNTING OFFICER AND SUCH OTHER
OFFICERS AS IT SHALL DEEM NECESSARY. OFFICERS SHALL HOLD THEIR OFFICES FOR SUCH
TERMS AND SHALL EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS SHALL BE
DETERMINED FROM TIME TO TIME BY THE BOARD. TO THE EXTENT PERMITTED BY LAW, MORE
THAN ONE OFFICE MAY BE HELD BY A SINGLE PERSON.

         Term of Office. THE OFFICERS OF THE CORPORATION SHALL HOLD OFFICE AT
THE PLEASURE OF THE BOARD OF DIRECTORS. EXCEPT AS OTHERWISE PROVIDED IN THE
RESOLUTION OF THE BOARD OF DIRECTORS ELECTING ANY OFFICER, EACH OFFICER 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 AND QUALIFIED OR UNTIL HIS, OR HER EARLIER RESIGNATION OR
REMOVAL. ANY OFFICER MAY RESIGN AT ANY TIME UPON WRITTEN NOTICE TO THE BOARD,
CHAIRMAN OF THE BOARD, PRESIDENT 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 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
POSITION OF THE TERM BY THE BOARD AT ANY REGULAR OR SPECIAL MEETING.

         The Chairman of the Board. THE BOARD MAY APPOINT A CHAIRMAN OF THE
BOARD WHO 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. THE CHAIRMAN OF THE BOARD SHALL NOT, SOLELY BY
VIRTUE OF SUCH POSITION, BE AN OFFICER OF THE CORPORATION BUT MAY BE DESIGNATED
AN OFFICER BY THE BOARD OF DIRECTORS.

         The President. THE PRESIDENT SHALL, UNLESS OTHERWISE PROVIDED BY THE
BOARD, HAVE GENERAL AND ACTIVE RESPONSIBILITY FOR THE MANAGEMENT OF THE BUSINESS
OF THE CORPORATION, SHALL BE THE CHIEF EXECUTIVE AND CHIEF OPERATING OFFICER OF
THE CORPORATION, SHALL SUPERVISE THE DAILY OPERATIONS OF THE


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BUSINESS OF THE CORPORATION AND SHALL ENSURE THAT ALL ORDERS, POLICIES AND
RESOLUTIONS OF THE BOARD ARE CARRIED OUT.

         The Vice Presidents. THE VICE PRESIDENTS (IF ANY) SHALL HAVE SUCH
DESIGNATIONS AND PERFORM SUCH DUTIES AS THE PRESIDENT OR THE BOARD OF DIRECTORS
SHALL PRESCRIBE.

         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 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 PRESIDENT. HE SHALL KEEP IN SAFE CUSTODY THE SEAL OF
THE CORPORATION, IF ANY, AND AFFIX SUCH SEAL TO ANY INSTRUMENT REQUIRING IT.

         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 IN SUCH DEPOSITORIES AS MAY BE DESIGNATED BY THE BOARD OF DIRECTORS.
HE 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 PRESIDENT AND THE BOARD AT
THE REGULAR MEETINGS OF THE BOARD, OR WHENEVER THEY MAY REQUIRE IT, AN ACCOUNT
OF ALL HIS TRANSACTIONS AS TREASURER AND OF THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF THE CORPORATION.


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                                      STOCK

         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.

         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 OTHERWISE DETERMINED
BY THE PRESIDENT, REQUIRE THE OWNER OF SUCH LOST, STOLEN OR DESTROYED
CERTIFICATE OR CERTIFICATES, OR HIS LEGAL REPRESENTATIVE, TO (i) GIVE THE
CORPORATION A BOND OR (ii) ENTER INTO A WRITTEN INDEMNITY AGREEMENT, IN EACH
CASE IN AN AMOUNT APPROPRIATE TO 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.

         Transfers. THE SHARES OF STOCK OF THE CORPORATION SHALL BE TRANSFERABLE
ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDERS THEREOF IN PERSON OR BY
THEIR DULY AUTHORIZED ATTORNEYS OR LEGAL REPRESENTATIVES UPON SURRENDER AND
CANCELLATION OF CERTIFICATES FOR A LIKE NUMBER OF SHARES. EXCEPT AS OTHERWISE
REQUIRED BY LAW, 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.


                          DETERMINATION OF SHAREHOLDERS

         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 shareholders is to be taken.


                                 INDEMNIFICATION

         Definitions. AS USED IN THIS SECTION THE FOLLOWING TERMS SHALL HAVE THE
MEANINGS SET FORTH BELOW:

"BOARD" - THE BOARD OF DIRECTORS OF THE CORPORATION.

"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.


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"DETERMINING BODY" - (i) 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, (ii) 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
(iii) 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.

"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.

"EXPENSES" - ANY EXPENSES OR COSTS, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S
FEES, JUDGMENTS, PUNITIVE OR EXEMPLARY DAMAGES, FINES AND AMOUNTS PAID IN
SETTLEMENT. "INDEMNITEE" - EACH PERSON WHO IS OR WAS A DIRECTOR OR OFFICER OF
THE CORPORATION.

                                   Indemnity.

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 HIM (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 (i) AS A DIRECTOR OR OFFICER OF THE
CORPORATION, (ii) AS A DIRECTOR OR OFFICER OF ANY SUBSIDIARY OF THE CORPORATION,
(iii) AS A FIDUCIARY WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN OF THE
CORPORATION, OR (iv) 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 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.

FOR PURPOSES OF THIS SECTION 11, 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.

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, OR IF A MEETING OF THE BOARD OF
DIRECTORS IS NOT REGULARLY SCHEDULED WITHIN 90 CALENDAR DAYS OF SUCH REQUEST,
THE PRESIDENT SHALL CAUSE A MEETING OF THE BOARD OF DIRECTORS TO BE CALLED
WITHIN SUCH PERIOD IN ACCORDANCE WITH THESE BY-LAWS. 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. NO LATER THAN THE 45TH DAY (THE
"DETERMINATION DATE") AFTER ITS 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.


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DURING SUCH 45-DAY PERIOD, INDEMNITEE SHALL PROMPTLY INFORM THE DETERMINING BODY
UPON HIS BECOMING AWARE OF ANY RELEVANT FACTS NOT THERETOFORE PROVIDED BY HIM TO
THE DETERMINING BODY, UNLESS THE DETERMINING BODY HAS OBTAINED SUCH FACTS BY
OTHER MEANS. THE PROVIDING OF SUCH FACTS TO THE DETERMINING BODY SHALL NOT BEGIN
A NEW 45-DAY PERIOD.

THE DETERMINING BODY SHALL HAVE NO AUTHORITY TO REVOKE A DETERMINATION THAT
INDEMNITEE MET THE STANDARD OF CONDUCT UNLESS INDEMNITEE (i) SUBMITS FRAUDULENT
INFORMATION TO THE DETERMINING BODY AT ANY TIME DURING THE 45 DAYS PRIOR TO THE
DETERMINATION DATE OR (ii) FAILS TO COMPLY WITH THE PROVISIONS OF SUBSECTIONS
(c) OR (d) HEREOF, INCLUDING WITHOUT LIMITATION INDEMNITEE'S OBLIGATION TO
SUBMIT INFORMATION OR DOCUMENTS RELEVANT TO THE CLAIM REASONABLY REQUESTED BY
THE DETERMINING BODY PRIOR TO THE DETERMINATION DATE.

IN THE CASE OF ANY CLAIM NOT INVOLVING A PROPOSED, THREATENED OR PENDING
CRIMINAL PROCEEDING, 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 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.

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.

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.

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 (h) 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.
ANY DETERMINATION BY THE CORPORATION WITH RESPECT TO SETTLEMENTS OF A CLAIM
SHALL BE MADE BY THE DETERMINING BODY.


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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.

                                  Enforcement.

THE RIGHTS PROVIDED BY THIS SECTION SHALL BE ENFORCEABLE BY INDEMNITEE IN ANY
COURT OF COMPETENT JURISDICTION.

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. 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.

         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.

                                Non-Exclusivity.

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.

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.

         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.

         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.


                        ADOPTION AND AMENDMENT OF BY-LAWS

         By-laws of the Corporation may be adopted and amended as provided in
the Articles of Incorporation.

                                  MISCELLANEOUS

         Dividends. EXCEPT AS OTHERWISE PROVIDED BY LAW, THE ARTICLES OF
INCORPORATION OR THESE BY-LAWS, 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 BY LAW AND IN THE ARTICLES OF INCORPORATION.

         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


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PRESIDENT OF THE CORPORATION, OR BY ANY PERSON AUTHORIZED TO DO SO BY THE
PRESIDENT, AT ANY SHAREHOLDERS' MEETING OF THE SUBSIDIARY (OR IN CONNECTION WITH
ANY WRITTEN CONSENT IN LIEU THEREOF).

         Fiscal Year. UNTIL OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS, THE
CORPORATION SHALL HAVE A FISCAL YEAR ENDING MARCH 31.

         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.

         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.

         Control Share Acquisitions. THE PROVISIONS OF SECTIONS 135 THROUGH
140.2 OF THE LOUISIANA BUSINESS CORPORATION LAW (LA.R.S. 12:135 THROUGH 140.2)
DO NOT APPLY TO CONTROL SHARE ACQUISITIONS OF SHARES OF THE CORPORATION.


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