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                                                                     EXHIBIT 4.7

                           AMENDED AS OF MAY 23, 2001

                                     BYLAWS

                                       OF

                            PRIDE INTERNATIONAL, INC.

                                   SECTION 1.
                                     OFFICES

      1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located at 5847 San Felipe, Suite 3300, Houston, Texas 77057.

      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 Bylaws,
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 at the time specified by the Board of Directors in each year.
Notice of the annual meeting must state the purpose thereof and the business to
be conducted thereat shall be limited to such purpose or purposes.

      2.3 ELECTION OF DIRECTORS. The directors shall be elected at the annual
meeting of the shareholders in accordance with Article IV(B) of the Restated
Articles of Incorporation, and each director elected shall hold office until a
successor is elected and qualified, or until he or she sooner dies, resigns or
is removed or replaced. Any shareholder may nominate a person to serve as
director only by complying with the proceedings set forth in the Restated
Articles of the Corporation.

      2.4 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, may be called by the Chairman of the Board, the President
or the Board of Directors. At any time upon the written request of any
shareholder or group of shareholders holding in the aggregate at least eighty
percent (80%) of the Total Voting Power, as that term is defined in Article V of
the Restated Articles of Incorporation (the "Total Voting Power"), the Secretary
shall call a special meeting of shareholders to be held at the registered office
of the Corporation
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at such time as the Secretary may fix, not less than fifteen nor more than sixty
days after the receipt of said 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.

      2.5 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 ten days and not more
than sixty days prior to the day fixed for the meeting.

      2.6 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, shall be produced on the request of any
shareholder.

      2.7 QUORUM. At all meetings of shareholders, the holders of a majority of
the Total Voting Power shall constitute a quorum, except that at any meeting the
notice of which sets forth any matter that, by law or specified percentage in
excess of a majority of the Total Voting Power of the Corporation, the holders
of that specified percentage shall constitute a quorum.

      2.8 VOTING. When a quorum is present at any meeting, the vote of the
holders of a majority of the Voting Power (as defined in Article V of the
Restated Articles of Incorporation) present in person or represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of law or the Restated Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Directors
shall be elected by plurality vote.

      2.9 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 subscribed 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 and in no case 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.

      2.10 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.

      2.11 WITHDRAWAL. If a quorum is present or represented at a duly organized
meeting, such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of

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enough shareholders to leave less than a quorum as fixed in Section 2.7 of these
Bylaws, or the refusal of any shareholders present to vote.

      2.12 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 2.10 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 2.7 hereof, shall nevertheless constitute a quorum for the
purpose of electing directors.

      2.13 PRESIDING OFFICER. The Chairman of the Board, or in his absence, the
President, shall preside at all shareholders' meetings.

                                   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
of eight (8) natural persons, 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 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, by a
majority vote of the entire Board, selects an additional nominee or nominees.
The Board of Directors shall be divided into three classes (Class I, Class II
and Class III) to serve staggered three year terms as designated by the Board of
Directors. Class I directors shall be elected at the 2001 annual meeting of
shareholders; Class II directors shall be elected at the 2002 annual meeting of
shareholders; Class III directors shall be elected at the 2003 annual meeting of
shareholders. The term of office of the 2001 class shall expire at the 2004
annual meeting of shareholders; of the second class one year thereafter; and of
the third class two years thereafter. At all subsequent annual shareholder
meetings thereafter, the number of directors equal to the number constituting
the class whose term expires at the time of such meeting shall be elected to
hold office for the full term of office of three years. Each class shall be as
nearly equal in number as possible to the other classes of the Board of
Directors. 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 be filled by
the vote of at least two-thirds of the directors then in office, and a director
elected to fill a vacancy shall serve until the next shareholders' meeting held
for the election of directors generally, provided that the shareholders shall
have the right at any special meeting called for the purpose prior to such
action by the Board, to fill the vacancy. The Board of Directors may, by a
two-thirds vote, amend this Section 3.1 to increase or decrease the number of
directors, provided that no amendment to this Section to decrease the number of
directors shall shorten the term of any incumbent director. No director need be
a shareholder.

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      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 Restated Articles
of Incorporation or these Bylaws directed or required to be done by the
shareholders.

      3.3 VACANCIES. Except as otherwise provided in the Restated Articles of
Incorporation or these Bylaws (a) the office of a director shall become vacant
if he dies, resigns or is removed from office and (b) the Board of Directors may
declare vacant the office of a director if he (i) is interdicted or adjudicated
an incompetent, (ii) is adjudicated a bankrupt, (iii) 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 (iv)
ceases at any time to have the qualifications required by law, the Restated
Articles of Incorporation or these Bylaws.

      3.4 FILLING VACANCIES. In the event of a vacancy (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)
the remaining directors, even though not constituting a quorum, may, by a vote
of at least two-thirds of such remaining directors, fill any vacancy on the
Board for an unexpired term, provided that the shareholders shall have the
right, at any special meeting called for the purpose prior to such action by the
Board, to fill the vacancy.

                                   SECTION 4.
                            COMPENSATION OF DIRECTORS

      Directors as such, shall receive such compensation for their services as
may be fixed by resolution of the Board of Directors and shall receive their
actual expenses of attendance, if any, for each regular or special meeting of
the Board; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.

                                   SECTION 5.
                              MEETINGS OF THE BOARD

      5.1 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.

      5.2 INITIAL MEETINGS. The first meeting of each newly elected Board shall
be held immediately following the shareholders' meeting at which the Board is
elected and at the same place as such meeting, and no notice of such first
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting.

      5.3 REGULAR MEETINGS; NOTICE. Regular meetings of the Board may be held on
such dates as the Board may fix from time to time. 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.

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      5.4 SPECIAL MEETINGS; NOTICE. Special meetings of the Board may be called
by the President on two days notice given to each director, either personally or
by telephone, mail or by telegram. Special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of one-third of the directors and if the President and Secretary fail or refuse,
or are unable to call a meeting 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 as 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.

      5.5 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 5.9 hereof) shall not be deemed to have received or waived
due notice if, at the beginning of the meeting, he objects to the transaction
because the meeting is not lawfully called.

      5.6 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
or the Restated Articles of Incorporation or these Bylaws, the acts of a
majority of the directors present at a 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.

      5.7 WITHDRAWAL. If a quorum is present when the meeting is convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 5.6 hereof, until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum
as fixed in Section 5.6 hereof or the refusal of any director present to vote.

      5.8 ACTION BY CONSENT. Any action which 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.

      5.9 MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. 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.

      5.10 AGE LIMITATION. If a director becomes 70 years of age during his term
of office, he shall retire from the Board of Directors effective no later than
the annual meeting at which directors are to be elected following his 70th
birthday.

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                                   SECTION 6.
                             COMMITTEES OF THE BOARD

      6.1 DESIGNATION. 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 the Bylaws, 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. Such
committee or committees shall have such name or names as may be stated in the
Bylaws, 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 of the
Board constituting it, unless otherwise ordered by the Board.

                                   SECTION 7.
                             REMOVAL OF BOARD MEMBER

      Any director or the entire Board of Directors may be removed at any time,
but only for cause, by the affirmative vote of not less than eighty percent
(80%) of the Total Voting Power, provided that the removal may only be effected
at a meeting of shareholders called for that purpose. The shareholders at such
meeting may proceed to elect a successor or successors for the unexpired term of
the director or directors removed. Except as provided in the Articles of
Incorporation and in this Section 7, directors shall not be subject to removal.

                                   SECTION 8.
                                     NOTICES

      8.1 FORM OF DELIVERY. Whenever under the provisions of law, the Restated
Articles of Incorporation or these Bylaws 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 Restated Articles of Incorporation
or these Bylaws, but said 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. Such notices shall be deemed to have
been given at the time they are deposited in the United States mail. Notice to a
director pursuant to Section 5.4 hereof may also be given personally or by
telephone or telegram sent to his address as it appears on the records of the
Corporation.

      8.2 WAIVER. Whenever any notice is required to be given by law, the
Restated Articles of Incorporation or these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to said 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 9.
                                    OFFICERS

      9.1 DESIGNATIONS. The officers of the Corporation shall be chosen by the
directors and shall be a Chief Executive Officer, a President, a Secretary and a
Treasurer. The directors may elect one or more Vice Presidents. Any two offices
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.

      9.2 ADDITIONAL DESIGNATIONS. The Board of Directors may appoint such other
officers as it shall deem necessary, who 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.

      9.3 TERM OF OFFICE. The officers of the Corporation shall hold office at
the pleasure of the Board of Directors.

      9.4 THE PRESIDENT. The President shall have general and active management
of the business of the Corporation. If a Chairman of the Board of Directors has
not been elected or is incapacitated, the President, if a director, shall
preside at all meetings of the Board.

      9.5 THE VICE-PRESIDENTS. The Vice-Presidents (if any) in the order
specified by the Board or, if not so specified, in the order of their seniority
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall perform such other duties as the
President or the Board of Directors shall prescribe.

      9.6 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 special
meetings of the Board, and shall perform such other duties as may be prescribed
by the Board or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the Corporation, if any, and affix the same to any
instrument requiring it.

      9.7 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 of the
Corporation.

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                                   SECTION 10.
                                      STOCK

      10.1 CERTIFICATES. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the Chief Executive Officer or a
President or a Vice President and the Secretary or an Assistant Secretary
evidencing the holder's name, 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 such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

      10.2 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 making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the officers of the
Corporation shall, unless dispensed with by the President, as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative to advertise
or give the Corporation a bond in such sum as is appropriate as indemnity any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

      10.3 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 11.
                          DETERMINATION OF SHAREHOLDERS

      11.1 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
sixty days and, if fixed for the purpose of determining shareholders entitled to
notice of and to vote at a meeting, not less than ten days, prior to the date on
which the action requiring the determination of shareholders is to be taken.

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      11.2 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
rights under this Section shall not be affected by any actual or constructive
notice which the Corporation, or any of its directors, officers or agents, may
have to the contrary.

                                   SECTION 12.
                                  MISCELLANEOUS

      12.1 DIVIDENDS. Except as otherwise provided by law or the Restated
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, in property, or in shares of stock.

      12.2 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.

      12.3 YEAR. The fiscal Corporation will be a calendar year.

      12.4 SEAL. The Board of Directors may adopt a corporate seal, which seal
shall have inscribed thereon the name of the Corporation. Said 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.

      12.5 GENDER. All pronouns and variations thereof used in these Bylaws
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 require.

                                   SECTION 13.
                                 INDEMNIFICATION

      13.1 DEFINITIONS. As used in this Section:

            (a) The term "Expenses" shall mean any expenses or costs (including,
      without limitation, attorneys' fees, judgments, punitive or exemplary
      damages, fines and amounts paid in settlement). If any of the foregoing
      amounts paid on behalf of Indemnitee are not deductible by Indemnitee for
      federal or state income tax purposes, the Corporation will reimburse
      Indemnitee for his tax liability with respect thereto by paying to
      Indemnitee an amount which, after taking into account taxes on such
      amount, equals Indemnitee's incremental tax liability.

            (b) The term "Claim" shall mean any threatened, pending or completed
      claim, action, suit or proceeding, whether civil, criminal, administrative
      or investigative and

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      whether made judicially or extra-judicially, or any separate issue or
      matter therein, as the context requires.

            (c) The term "Determining Body" shall mean (i) those members of the
      Board of Directors 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, or (ii) a committee of at least three
      directors appointed by the Board of Directors (regardless whether the
      members of the Board of Directors voting on such appointment are Impartial
      Directors) and composed of Impartial Directors or (iii) if there are fewer
      than three Impartial Directors or if the Board of Directors or a committee
      appointed thereby so directs (regardless of whether the members thereof
      are Impartial Directors), independent legal counsel, which may be the
      regular outside counsel of the Corporation.

            (d) The term "Indemnitee" shall mean each director and officer and
      each former director and officer of the Corporation, of any subsidiary of
      the Corporation or of Pride Oil Well Service Company, a Texas corporation
      (the "Predecessor Corporation") and any subsidiary of the Predecessor
      Corporation.

            (e) The "Standard of Conduct" shall mean conduct by an Indemnitee
      with respect to which a Claim is asserted which conduct he reasonably
      believed to be in, or not opposed to, the best interest of the
      Corporation, and, in the case of a Claim which is a criminal action or
      proceeding, conduct that the Indemnitee 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.

      13.2  INDEMNITY.

            (a) To the extent any Expenses incurred by Indemnitee are in excess
of the amounts reimbursed or indemnified pursuant to policies of liability
insurance maintained by the Corporation or its subsidiaries, the Corporation
shall indemnify and hold harmless Indemnitee against any such Expenses actually
and reasonably incurred in connection with any Claim against Indemnitee (whether
as a subject of or party to, or a proposed or threatened subject of or party to,
the Claim) or in which Indemnitee 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 (A) director or officer of the Predecessor Corporation or
      (B) director or officer of any subsidiary of the Corporation or the
      Predecessor Corporation which was a subsidiary of the Corporation or the
      Predecessor Corporation when the conduct or alleged conduct of Indemnitee
      giving rise to the Claim occurred or when Indemnitee held the position by
      reason of which Indemnitee is required to appear as a witness or give
      evidence, or (C) fiduciary with respect to any employee benefit plan of
      the Corporation or

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            (iii) as a director, officer, 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 was held at the
      request of the Corporation,

whether relating to service in such position before or after the effective date
of this Section 13, if (A) the Indemnitee is successful in his defense of the
Claim on the merits or otherwise or (B) the Indemnitee has been found by the
Determining Body (acting in good faith) to have met the Standard of Conduct;
provided that (1) the amount of Expenses for which the Corporation shall
indemnify Indemnitee may be reduced by the Determining Body to such amount as it
deems proper if it determines in good faith that the Claim involved the receipt
of a personal benefit by Indemnitee and (2) 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 shall deem proper; and provided further that, if the Claim involves
Indemnitee by reason of his position with an entity or enterprise described in
clause (ii) or (iii) of this Section 13.2(a) and if Indemnitee may be entitled
to indemnification with respect to such Claim from such entity or enterprise,
Indemnitee shall be entitled to indemnification hereunder only (X) if he has
applied to such entity or enterprise for indemnification with respect to the
Claim and (Y) to the extent that indemnification to which he would be entitled
hereunder but for this proviso exceeds the indemnification paid by such other
entity or enterprise.

            (b) Promptly upon becoming aware of the existence of any Claim,
Indemnitee shall notify the President of the existence of the Claim, who shall
promptly advise the members of the Board of Directors thereof and that
establishing the Determining Body will be a matter presented at the next
regularly scheduled meeting or at a special meeting of the Board of Directors.
After the Determining Body has been established, the President shall inform
Indemnitee thereof and Indemnitee shall immediately notify the Determining Body
of all facts relevant to the Claim known to such Indemnitee. Within 60 days of
the receipt of such notice and information, together with such additional
information as the Determining Body may request of Indemnitee, the Determining
Body shall report to Indemnitee its determination whether Indemnitee has met the
Standard of Conduct. The Determining Body may extend the period of time for
determining whether the Standard of Conduct has been met, but in no event shall
such period of time be extended beyond an additional sixty days.

            (c) If, after determining that the Standard of Conduct has been met,
the Determining Body obtains facts of which it was not aware at the time it made
such determination, the Determining Body on its own motion, after notifying the
Indemnitee and providing him an opportunity to be heard, may, on the basis of
such facts, revoke such determination, provided that, in the absence of actual
fraud by Indemnitee, no such revocation may be made later than thirty days after
final disposition of the Claim.

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            (d) 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.

            (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, assume all responsibility for the defense of the Claim, and,
      in any event, the Corporation and Indemnitee each shall keep the other
      informed as to the progress of the defense of the Claim, 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

            (ii) the Corporation shall fairly consider any proposals by
      Indemnitee for settlement of the Claim. If the Corporation proposes a
      settlement of the Claim and such settlement is acceptable to the person
      asserting the Claim, or the Corporation believes a settlement proposed by
      the person asserting the Claim should be accepted, it shall inform
      Indemnitee of the terms of such proposed settlement 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 make
      final the settlement. If Indemnitee does not agree with such terms,
      Indemnitee may proceed with the defense of the Claim in any manner he
      chooses, provided that if Indemnitee is not successful on the merits or
      otherwise, the Corporation's obligation to indemnify such Indemnitee as to
      any Expenses incurred following his disagreement shall be limited to the
      lesser of (A) the total Expenses incurred by Indemnitee following his
      decision not to agree to such proposed settlement or (B) the amount that
      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 Indemnitee's affairs, Indemnitee
      shall be permitted to refuse such settlement and proceed with the defense
      of the Claim, if he so desires, at the Corporation's expense in accordance
      with the terms and conditions of this Section of the Bylaws without regard
      to the limitations imposed by the immediately preceding sentence. In any
      event, the Corporation shall not be obligated to indemnify Indemnitee for
      an 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 that the Corporation

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shall not be obligated to indemnify Indemnitee for an amount paid in settlement
that the Corporation has not approved.

            (g) After notification to the Corporation of the existence of a
Claim, Indemnitee may from time to time request of the President or, if the
President is a party to the Claim as to which indemnification is being sought,
any officer who is not a party to the Claim and who is designated by the
President (the "Disbursing Officer"), which designation shall be made promptly
after receipt of the initial request, that the Corporation advance to Indemnitee
the Expenses (other than fines, penalties, judgments 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. The Disbursing Officer shall pay to Indemnitee the amount requested
(regardless of Indemnitee's apparent ability to repay the funds) 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, provided that if the Disbursing Officer
does not believe such amount to be reasonable, he shall advance 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 a determination that the Standard of Conduct has been met,
for so long as and to the extent that the Corporation is required to indemnify
Indemnitee under this Section of the Bylaws, the provisions of subsection (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 the amount of any fines, penalties or judgments
against him which have become final for which the Corporation is obligated to
indemnify him or any amount of indemnification ordered to be paid to him by a
court.

            (i) Any determination by the Corporation with respect to settlement
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 pursuant to or arising out of the operation of this
Section of the Bylaws and the Corporation and Indemnitee shall instruct its or
his agents and employees to do likewise.

            (k) Notwithstanding anything contained in these bylaws to the
contrary, and excluding the requirements and limitations of paragraphs 13.2(a)
through 13.2(i) above, the Corporation shall defend, indemnify and hold harmless
every officer of the Corporation who is, was, or is or was threatened to be made
a party to any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he/she (i) is or was (a) licensed to practice law, (b) employed
by the Corporation, and/or (c) engaged to represent the Corporation in any
matter as an attorney in his/her (1) individual capacity or (2) capacity as an
officer of the Corporation, including, but not limited to, representation with
respect to any joint venture or joint venture company involving the Corporation
in any manner, and (ii) has committed or is alleged to have committed any
negligent act(s), error(s) or omission(s) in rendering legal services at the
request of the Corporation,

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including, but not limited to, rendering written or oral legal opinions to third
parties, against expenses (including counsel fees), judgments, fines and amounts
paid in settlement actually incurred by him/her in connection with such claim,
action, suit or proceeding, to the full extent permitted by Louisiana law. For
purposes of this paragraph 13.2(k), the term "Corporation" shall also include
any direct or indirect wholly-owned subsidiary of the Corporation.

      13.3 ENFORCEMENT.

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

            (b) If Indemnitee seeks a judicial adjudication of his rights under
this Section of the Bylaws, 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
Indemnitee shall be entitled to be reimbursed for all Expenses incurred by him
in connection with such proceeding if the indemnification 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 Section 13.3, the
Corporation shall bear the burden of proving that Indemnitee is not entitled to
Expenses sought with respect to any Claim.

      13.4 SAVING CLAUSE. If any provision of this Section of the Bylaws 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
of the Bylaws 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 of the Bylaws that shall not have been
invalidated and to the full extent permitted by law with respect to that portion
that has been invalidated.

      13.5 NON-EXCLUSIVITY.

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

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            (b) It is the intent of the Corporation by this Section of the
Bylaws 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 of the
Bylaws would provide for lesser indemnification.

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

      13.7 INDEMNIFICATION OF OTHER PERSONS. The Corporation may indemnify any
person not a director or officer of the Corporation to the extent authorized by
the Board of Directors or a committee of the Board expressly authorized by the
Board of Directors.

                                   SECTION 14.
                                   AMENDMENTS

      14.1 ADOPTION OF BYLAWS; AMENDMENTS THEREOF. Bylaws of the Corporation may
be adopted only by (i) a majority of the entire Board of Directors at any time
when there is no Acquiring Entity (as defined in the Restated Articles of
Incorporation) or (ii) both a majority of the entire Board of Directors and a
majority of the Continuing Directors (as defined in the Restated Articles of
Incorporation) at any time when there is an Acquiring Entity. Bylaws may be
amended or repealed only by (i) a majority of the entire Board of Directors at
any time when there is no Acquiring Entity, (ii) both a majority of the entire
Board and a majority of the Continuing Directors at any time when there is an
Acquiring Entity, or (iii) the affirmative vote of the holders of at least
eighty percent (80%) of the Total Voting Power 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.

      14.2 READOPTION BY BOARD OF DIRECTORS. Any provision of these Bylaws
amended or repealed by the shareholders may be re-amended or re-adopted in the
manner provided in Section 14.1.

      14.3 NEW BYLAWS; AMENDMENTS. Any purported amendment to these Bylaws which
would add hereto a matter not covered herein prior to such purported amendment
shall be deemed to constitute the adoption of a Bylaw provision and not an
amendment to the Bylaws.

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