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                         Amended and Restated Bylaws

                            (as of March 2, 2000)






                                      of

                         American General Corporation

                                Houston, Texas


















                   [LOGO OF AMERICAN GENERAL APPEARS HERE]
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                          AMENDED AND RESTATED BYLAWS
                                       OF
                          AMERICAN GENERAL CORPORATION



                                   ARTICLE I.

                                 Capital Stock

    SECTION 1. Certificates for Shares. The certificates for shares of the
capital stock of the company shall be in such form as shall be approved by the
board of directors. The certificates shall be signed by the chairman of the
board or president, and also by the secretary, and may be sealed with the seal
of the company or a facsimile thereof. Where any such certificate is
countersigned by a transfer agent, or registered by a registrar, either of
which is other than the company itself or an employee of the company, the
signatures of the chairman of the board or president and of the secretary may
be facsimiles. The certificates shall be consecutively numbered and shall be
entered on the stock records of the company as they are issued, and each shall
exhibit the holder's name and the number of shares.

   SECTION 2. Transfer of Shares. The shares of stock of the company shall be
transferable only on the stock records of the company by the registered holders
thereof in person or by their duly authorized attorneys or legal
representatives, upon surrender of certificates representing such shares duly
endorsed or in proper form for transfer, with appropriate evidence of authority
to transfer, and cancellation thereof.

   SECTION 3. Fixing of Record Date; Closing of Transfer Books. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or entitled to receive payment of any
dividend, or for any other proper purpose, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty (50) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken. In lieu of fixing a record date, the board of directors may provide that
the stock transfer books of the company shall be closed for a stated period not
to exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which the notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders.

    When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided herein, such determination shall apply
to any adjournment of the meeting except

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where the determination has been made through the closing of stock transfer
books and the stated period of closing has expired.

    SECTION 4. Registered Shareholders. The company shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof, and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person or
entity, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of the State of Texas.

    SECTION 5. Lost, Destroyed, or Stolen Stock Certificates. No certificate
for shares of stock in the company shall be issued in place of any certificate
alleged to have been lost, destroyed, or stolen except on production of
evidence satisfactory to the board of directors, or such person or persons as
it may designate, of such loss, destruction, or theft, and, if the board of
directors so requires, upon the furnishing of an indemnity bond in such amount
(but not to exceed twice the then-market value of the shares represented by the
certificate) and with such terms and such surety or sureties as the board of
directors may, in its discretion, require.

    SECTION 6. Regulations. The board of directors shall have the power and
authority to make all such rules and regulations to the extent permitted by
law, the articles of incorporation, and these bylaws, as it may deem expedient
concerning the issue, transfer, registration, or replacement of certificates
for shares of the capital stock of the company.


                                  ARTICLE II.

                                  Shareholders

    SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held at such hour as shall be designated by the board of directors either (i)
on the last business day of April of each year, or (ii) on such other date, not
more than thirteen (13) months after the last preceding annual meeting, as the
board of directors shall designate, for the purpose of electing directors and
for the transaction of such other business as may properly be brought before
the meeting.

    SECTION 2. Special Meetings. A special meeting of shareholders for any
purpose or purposes may be called at any time by the chairman of the board, the
president, or a majority of the board of directors, and shall be called by the
chairman of the board, the president, or the secretary upon the written request
therefor, stating the purpose or purposes of the meeting, delivered to such
officer, signed by the holders of at least ten percent (10%) of the issued and
outstanding shares entitled to vote at such meeting. Only such business as
shall be stated or indicated in the notice of the meeting shall be transacted
at any such special meeting of shareholders.

    SECTION 3. Place. The annual meeting of shareholders may be held at any
place as may be designated in the call of the meeting. Meetings of shareholders
shall be held at the principal office of the company unless another place is
designated for a meeting in the manner provided herein.

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    SECTION 4. Notice. Written or printed notice stating the place, day, and
hour of each meeting of shareholders, and in case of a special meeting the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction of the officer
calling the meeting, to each shareholder of record entitled to vote at such
meeting.

    SECTION 5. Quorum. Except as may be otherwise provided by law or the
articles of incorporation, no meeting of shareholders shall elect directors, or
transact other business of the company, unless there shall be present, in
person or by proxy, a quorum, which is defined as the holders of a majority of
the issued and outstanding shares of capital stock of the company entitled to
vote at the meeting, and the act of a majority of the shares represented at any
meeting at which a quorum is present shall be the act of the meeting. The
shareholders present at any meeting, though less than a quorum, may adjourn the
meeting, and any business may be transacted at the adjourned meeting that could
have been transacted at the original meeting. No notice of adjournment, other
than the announcement at the meeting, need be given.

    SECTION 6. Proxies. At any meeting of shareholders, a shareholder may vote
either in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxies shall be filed with the
secretary of the company before or at the time of the meeting. No proxy shall
be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless it is
expressly provided therein that the proxy shall be irrevocable or unless it is
otherwise made irrevocable by law.

     SECTION 7. Voting of Shares. Each outstanding share of a class of stock
entitled to vote upon a matter submitted to a vote at a meeting of shareholders
shall be entitled to one vote on such matter. Votes for directors, and upon
demand of any shareholder votes upon any question before a meeting, shall be by
ballot.

     SECTION 8. Presiding Officer and Secretary. The chairman of the board, or
in his absence the president, shall preside at each meeting of shareholders,
and in the absence of both such officers, a vice chairman of the board shall
preside. Should none be present, the meeting shall appoint one of the vice
presidents, or in the absence of all vice presidents, one of the shareholders,
to preside at the meeting. The records of each meeting shall be kept by the
secretary, or in his absence an assistant secretary, or in the absence of both,
a person appointed by the chairman of the meeting.

     SECTION 9. List of Shareholders. A complete list of shareholders entitled
to vote at each shareholders' meeting, arranged in alphabetical order, with the
address of each and number of shares of each class and series of stock held by
each, shall be prepared by the secretary and filed at the registered office of
the company, and shall be subject to inspection by any shareholder during usual
business hours for a period of ten (10) days prior to such meeting. It shall be
produced at such meeting and shall at all times during such meeting be subject
to inspection by any shareholder.

    SECTION 10. Inspectors of Election. The chairman of each meeting of
shareholders shall appoint a committee to act as inspectors of election. Such
committee shall report to the meeting the number of shares of each class and
series of stock, and of all classes, represented by proxy and shall prepare

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a list showing the total number of shares of each class and series of
stock, and of all classes, represented either in person or by proxy. The
inspectors of election shall oversee the vote of the shareholders for the
election of directors and for any other matters that are put to a vote of
shareholders at the meeting; receive a ballot evidencing votes cast by the
proxy committee; judge the qualifications of shareholders voting; collect,
count, and report the results of ballots cast by any shareholders voting in
person; and perform such other duties as may be required by the chairman of the
meeting or the shareholders.

     SECTION 11. Nature of Business at Meetings of Shareholders. No business
may be transacted at an annual meeting of shareholders, other than business
that is either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors (or any duly
authorized committee thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the board of directors (or any duly
authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by a shareholder of the company (i) who is a shareholder of
record on the date of the giving of the notice provided for in this Section 11
and on the record date for the determination of shareholders entitled to vote
at such annual meeting and (ii) who complies with the notice procedures set
forth in this Section 11.

    In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary
of the company.

    To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the company not
less than one hundred and twenty (120) days nor more than one hundred and fifty
(150) days prior to the anniversary date of the immediately preceding annual
meeting of shareholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before or
after such anniversary date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.

     To be in proper written form, a shareholder's notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such shareholder, (iii) the
class or series and number of shares of capital stock of the company which are
owned beneficially or of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such shareholder in
such business and (v) a representation that such shareholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

    No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures
set forth in this Section 11; provided, however, that, once business has been
properly brought before the annual meeting in accordance with

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such procedures, nothing in this Section 11 shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

                                  ARTICLE III.

                               Board of Directors

     SECTION 1. Number, Term of Office, Nomination, Vacancy and Removal. The
business affairs and property of the company shall be managed and controlled by
the board of directors, and, subject to the restrictions imposed by law, by the
articles of incorporation, or by these bylaws, the board of directors may
exercise all of the powers of the company.

     (a)  Number. Subject to the rights of holders of any class or series of
          stock having a preference over the Common Stock of the company as to
          dividends or upon liquidation to elect additional directors under
          specified circumstances, the number of the directors of the company
          shall be fixed from time to time by the board of directors but shall
          not be fewer than three (3) nor more than twenty-five (25). Within
          these limits, the number of directors may be increased or decreased
          (provided that any decrease does not shorten the term of any
          incumbent director) from time to time by resolution of the board of
          directors. Directors must be shareholders, but they need not be
          residents of the State of Texas.

     (b)  Election and Terms. Subject to the rights of holders of any class or
          series of stock having a preference over the Common Stock of the
          company as to dividends or upon liquidation to elect additional
          directors under specified circumstances, directors shall be elected
          at the annual meeting of the shareholders. Each director shall serve
          until the next annual meeting and until his successor shall have been
          elected and qualified, or until his earlier death, resignation, or
          removal; provided, however, that the term of any director who is also
          an officer of the company or of any subsidiary of the company shall
          simultaneously terminate when that director ceases, for whatever
          reason, to be an officer of the company or of any subsidiary of the
          company, unless the board of directors, in its discretion and upon
          resolution adopted by a majority of the remaining directors then in
          office, waives the applicability hereof.

     (c)  Nomination of Directors. Only persons who are nominated in accordance
          with the following procedures shall be eligible for election as
          directors of the company, except as may be otherwise provided in the
          Certificate of Incorporation with respect to the right of holders of
          preferred stock of the company to nominate and elect a specified
          number of directors in certain circumstances. Nominations of persons
          for election to the board of directors may be made at any annual
          meeting of shareholders, or at any special meeting of shareholders
          called for the purpose of electing directors, (a) by or at the
          direction of the board of directors (or any duly authorized committee
          thereof) or

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          (b) by any shareholder of the company (i) who is a shareholder of
          record on the date of the giving of the notice provided for in this
          Section 1(c) and on the record date for the determination of
          shareholders entitled to vote at such meeting and (ii) who complies
          with the notice procedures set forth in this Section 1(c).

          In addition to any other applicable requirements, for a nomination to
          be made by a shareholder, such shareholder must have given timely
          notice thereof in proper written form to the Secretary of the
          company.

          To be timely, a shareholder's notice to the Secretary must be
          delivered to or mailed and received at the principal executive
          offices of the company (a) in the case of an annual meeting, not less
          than one hundred and twenty (120) days nor more than one hundred
          fifty (150) days prior to the anniversary date of the immediately
          preceding annual meeting of shareholders; provided, however, that in
          the event that the annual meeting is called for a date that is not
          within thirty (30) days before or after such anniversary date, notice
          by the shareholder in order to be timely must be so received not
          later than the close of business on the tenth (10th) day following
          the day on which such notice of the date of the annual meeting was
          mailed or such public disclosure of the date of the annual meeting
          was made, whichever first occurs; and (b) in the case of a special
          meeting of shareholders called for the purpose of electing directors,
          not later than the close of business on the tenth (10th) day
          following the day on which notice of the date of the special meeting
          was mailed or public disclosure of the date of the special meeting
          was made, whichever first occurs.

          To be in proper written form, a shareholder's notice to the Secretary
          must set forth (a) as to each person whom the shareholder proposes to
          nominate for election as a director (i) the name, age, business
          address and residence address of the person, (ii) the principal
          occupation or employment of the person, (iii) the class or series and
          number of shares of capital stock of the company which are owned
          beneficially or of record by the person and (iv) any other
          information relating to the person that would be required to be
          disclosed in a proxy statement or other filings required to be made
          in connection with solicitations of proxies for election of directors
          pursuant to Section 14 of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), and the rules and regulations
          promulgated thereunder; and (b) as to the shareholder giving the
          notice (i) the name and record address of such shareholder, (ii) the
          class or series and number of shares of capital stock of the company
          which are owned beneficially or of record by such shareholder, (iii)
          a description of all arrangements or understandings between such
          shareholder and each proposed nominee and any other person or persons
          (including their names) pursuant to which the nomination(s) are to be
          made by such shareholder, (iv) a representation that such shareholder
          intends to appear in person or by proxy at the meeting to nominate
          the persons named in its notice and (v) any other information
          relating to such shareholder that would be required to be disclosed
          in a proxy statement or other filings required to be made in
          connection with solicitations of proxies for election of directors
          pursuant to Section 14 of the Exchange Act and the rules and
          regulations promulgated thereunder. Such notice must be accompanied
          by

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          a written consent of each proposed nominee to being named as a
          nominee and to serve as a director if elected.

          No person shall be eligible for election as a director of the company
          unless nominated in accordance with the procedures set forth in this
          Section 1(c). If the Chairman of the meeting determines that a
          nomination was not made in accordance with the foregoing procedures,
          the Chairman shall declare to the meeting that the nomination was
          defective and such defective nomination shall be disregarded.

     (d)  Vacancies. Subject to the rights of the holders of any class or
          series of stock having a preference over the Common Stock of the
          company as to dividends or upon liquidation to elect directors under
          specified circumstances, any vacancies on the board of directors
          resulting from death, resignation, retirement, disqualification,
          removal from office or other cause shall be filled by the affirmative
          vote of a majority of the remaining directors then in office, even
          though less than a quorum of the board of directors. Any director so
          elected by the board of directors to fill a vacancy shall hold office
          for the remainder of the full term of the director whose departure
          from the board created the vacancy. A directorship to be filled by
          reason of an increase in the number of directors by action of the
          board of directors (within the limits set forth in paragraph (a) of
          Section 1 of this article) may be filled by the board of directors
          for a term of office continuing only until the next election at an
          annual meeting or at a special meeting of shareholders called for
          that purpose; provided, however, that the board of directors shall
          not fill more than two such directorships during the period between
          two successive annual meetings of shareholders.

     (e)  Removal. Subject to the rights of any class or series of stock having
          a preference over the Common Stock of the company as to dividends or
          upon liquidation to elect directors under specified circumstances,
          any director may be removed from office, with or without cause, only
          by the affirmative vote of the holders of at least seventy-five
          percent (75%) of the combined voting power of the then outstanding
          shares of all classes of stock of the company entitled to vote
          generally in the election of directors, voting together as a single
          class.

     SECTION 2. Annual Meeting. Each newly elected board of directors shall
hold its first meeting immediately following the annual meeting of shareholders
each year, for the purposes of organization, the election of officers of the
company, and the transaction of such other business as may properly come before
such meeting, and no notice of such meeting shall be necessary.

     SECTION 3. Regular Meetings. In addition to the annual meeting of the
board of directors, four (4) regular meetings shall be held in each year at the
time and place designated by the chairman of the board, for the purpose of
transacting any business within the powers of the board. Notice of such regular
meetings shall be given as provided herein.

     SECTION 4. Special Meetings. A special meeting of the board of directors
shall be held whenever called by the chief executive officer or by the
secretary on the written request of any five

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(5) of the directors, and at such time and place as may be specified in the
notice thereof. Such notice, or any waiver pursuant to Article VII, Section 6
hereof, need not state the purpose or purposes of such meeting.

     SECTION 5. Notice. The secretary shall give notice to each director of
each regular and special meeting in person or by mail or by any form of
telecommunication, at least twenty-four (24) hours before the meeting. The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business on the grounds that the meeting
has not been lawfully called or convened.

     SECTION 6. Quorum. A majority of the directors in office shall constitute
a quorum for the transaction of business, but if at any meeting of the board of
directors there is less than a quorum present, a majority of those present or
any director solely present may adjourn the meeting from time to time without
further notice. The act of a majority of the directors present at a meeting at
which a quorum is in attendance shall be the act of the board of directors,
unless the act of a greater number is required by law, the articles of
incorporation, or these bylaws.

     SECTION 7. Order of Business and Officers at Meetings. At meetings of the
board of directors, business shall be transacted in such order as the board may
determine from time to time. At all meetings of the board of directors, the
chairman of the board shall preside, and in the absence of the chairman of the
board the president shall preside, and in the absence of both, a vice chairman
shall preside. Should all three be absent, a chairman shall be chosen by the
board of directors from among the directors present. The secretary of the
company shall act as secretary of all meetings of the board of directors, or in
the absence of the secretary an assistant secretary shall so act; or in the
absence of both, the presiding officer shall appoint any person to act as
secretary of the meeting.

     SECTION 8. Compensation. Directors shall not receive any stated salary for
their service as directors, but by resolution of the board of directors an
annual retainer may be paid and a fixed sum and expenses of attendance, if any,
may be allowed for attendance at any meeting of the board of directors;
provided that nothing contained herein shall be construed to preclude any
director from serving the company in any other capacity and receiving
compensation therefor.

     SECTION 9. Presumption of Assent. A director of the company who is present
at a meeting of the board of directors at which action on any company matter is
taken shall be presumed to have assented to the action unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the company immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

     SECTION 10. Retirement. No director of the company shall stand for
reelection as a director following his seventieth birthday with the exception
of any person who shall serve, or has served, as chief executive officer of the
company at any time, who shall not be prevented by this provision from standing
for reelection as a director for five years after retirement from the position
of chief

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executive officer, or until the annual meeting following the attainment of age
seventy-five, whichever shall first occur. Any director who is also an officer,
other than the chief executive officer, of the company or an officer of any
subsidiary of the company shall retire as provided in Section 1 of this
article.

                                  ARTICLE IV.

                      Committees of the Board of Directors

     SECTION 1. Executive Committee. The board of directors, acting by
resolution adopted by a majority of the full board of directors, may elect from
among its members an executive committee of not fewer than three (3) nor more
than ten (10) members, which committee shall have and may exercise all of the
authority of the board of directors in the business and affairs of the company
except where action of the full board of directors is specified by law. The
chief executive officer shall be a member of the executive committee and shall
be chairman of such committee. The executive committee shall meet at such times
and places as may be fixed by the committee, or on the call of the chief
executive officer, at such times and places as may be designated in the call of
such meetings. The executive committee shall maintain a record of its
proceedings and shall report to each regular meeting of the board of directors
a summary of the actions taken by such committee since the last regular meeting
of the board of directors.

     The executive committee shall function as the company's nominating
committee. In its capacity as nominating committee, it has the power and duty
to recommend candidates for election to the board of directors, to the
committees of the board, and for the chairmanship of each committee except the
executive committee.

     SECTION 2. Audit Committee. The following shall be the charter of the
audit committee:

     (a)  Membership. The board of directors, acting by resolution adopted by a
          majority of the full board of directors, may elect from among its
          members an audit committee of not fewer than three (3) nor more than
          ten (10) members, none of whom shall be an officer of the company or
          any of its subsidiaries, or have any relationship to the company or
          any of its subsidiaries that, in the opinion of the board of
          directors, would interfere with the exercise of independent judgment
          as a committee member. The chairman of the committee shall be elected
          by a majority of the full board of directors at the time the
          committee is elected or at such time as it becomes necessary to elect
          a new chairman because of the chairman's death, resignation or
          removal. Each member of the committee shall be financially literate,
          or shall undertake to become financially literate within a reasonable
          period of time after being elected to the committee, and at least one
          member shall have accounting or related financial management
          expertise, as these qualifications are determined in the opinion of
          the board of directors.

     (b)  Process. The audit committee shall meet at such times and places as
          may be fixed by the committee, or on the call of its chairman, at
          such times and places as may be designated in the call of such
          meetings. The committee shall also meet promptly upon

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          the request of the company's principal outside auditors. The
          committee shall maintain a record of its proceedings and shall report
          to the board of directors a summary of its activities not less
          frequently than twice each fiscal year, along with such
          recommendations as the committee deems appropriate.

     (c)  Responsibilities. The audit committee shall have the following
          powers and duties:

          (1)  subject to confirmation by the board of directors, to select,
               evaluate and, where appropriate, replace the principal outside
               auditors (or to nominate the principal outside auditors to be
               proposed for shareholder approval in any proxy statement);

          (2)  to discuss with the principal outside auditors that the outside
               auditors are ultimately accountable to the board of directors
               and the audit committee;

          (3)  to review at regular intervals audit arrangements for the
               company and its subsidiaries and the reports to be rendered;

          (4)  to review in advance the plan and scope of the audit of the
               company and its subsidiaries to be performed by the principal
               outside auditors and the related estimate of fees, and to
               recommend such audit plan, scope, and fee estimate for board
               approval;

          (5)  to review non-audit services and fees of the company's
               principal outside auditors, giving appropriate consideration
               to the possible effect on the auditors' independence of each
               non-audit service provided;

          (6)  to ensure that the principal outside auditors submit to the
               committee at least annually a formal written statement
               delineating all relationships between the principal outside
               auditors and the company, and to review with the principal
               outside auditors any disclosed relationships or services that
               may impact the objectivity and independence of the outside
               auditors for the purpose of recommending, as necessary, that the
               board of directors take appropriate action to satisfy itself of
               the outside auditors' independence;

          (7)  to review periodically with the company's principal outside
               auditors the accounting principles and policies of the
               company, including any matters required to be discussed by
               Statement on Auditing Standards No. 61, as it may be amended
               or supplemented;

          (8)  to review periodically with the company's principal outside
               auditors such matters relating to the internal auditing systems
               and procedures and the internal accounting controls of the
               company and its subsidiaries as the committee or the board of
               directors may determine to be necessary or desirable;

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          (9)  to review periodically the coordination between the company's
               principal outside auditors and the company's internal audit
               staff, and to review with the company's principal outside
               auditors, upon completion of their audit, their findings and
               recommendations and the responses of the company's management to
               such findings and recommendations;

          (10) to review and discuss with management the company's audited
               financial statements;

          (11) to recommend to the board of directors that the audited
               financial statements presented to the audit committee be
               included in the company's annual report on Form 10-K;

          (12) to periodically review the company's corporate
               responsibility program and receive information and assurances
               from management as to its effectiveness;

          (13) to conduct from time to time, or cause to be conducted, such
               investigations or inquiries relating to the committee's
               responsibilities, including accounting or audit matters, as the
               facts presented to the committee warrant and as the committee
               may deem necessary or appropriate in the interest of the company
               and its shareholders;

          (14) to confer with and direct the officers of the company to the
               extent necessary to exercise the committee's powers and to
               carry out its duties;

          (15) to meet with representatives of any outside auditors of the
               company and/or its internal audit staff in the absence of
               management, whenever the committee deems such to be appropriate;
               and

          (16) to perform such additional duties as may be assigned to the
               committee by the board of directors.

     SECTION 3. Personnel Committee. The board of directors, acting by
resolution adopted by a majority of the full board of directors, may elect from
among its members a personnel committee of not fewer than three (3) nor more
than ten (10) members, none of whom shall be an officer of the company or of
any of its subsidiaries during the time of service on this committee. The
chairman of the committee shall be elected by a majority of the full board of
directors at the time the committee is elected or at such time as it becomes
necessary to elect a new chairman because of the chairman's death or
resignation. The committee shall meet at such times and places as may be fixed
by the committee, or on the call of its chairman, at such times and places as
may be designated in the call of such meetings. The committee shall maintain a
record of its proceedings and shall report to each regular meeting of the board
of directors a summary of the actions taken by the committee since the last
regular meeting of the board of directors.

     The personnel committee shall have the following powers and duties:

                                 Page 11 of 20
<PAGE>   13

     (a)  to  review the relationship of the contribution of key officers and
          employees to the company's performance and prospects;

     (b)  to review and approve and recommend to the board of directors for
          approval or ratification the annual salary of any officer of the
          company or of a subsidiary of the company whose annual salary is or
          will be of an amount which will place him or her among the
          twenty-five most highly salaried officers in the group;

     (c)  to review and approve or ratify the annual salary of any officer or
          employee of the company or of a subsidiary of the company whose
          annual salary is or will be of an amount which will place him or her
          among the second twenty-five most highly salaried officers in the
          group;

     (d)  to review and approve incentive compensation and other employee
          benefit programs;

     (e)  to review key personnel issues; and

     (f)  to perform such additional duties as  may be assigned to the
          committee by the board of directors.

     SECTION 4. Other Committees. In addition to the executive, audit, and
personnel committees, the board of directors may, by resolution adopted by a
majority of the full board of directors, elect from among its own members such
other committees as it shall deem to be appropriate, each of which shall have
and may exercise that authority of the board of directors which shall have been
delegated to it in the resolution creating such committee, except as may be
prohibited by law.

     SECTION 5. Term of Office and Committee Size. The term of office of each
member of any committee shall be the period designated by the board of
directors, but shall not be longer than one year and until his successor shall
be elected, unless such member shall be removed by the board of directors, as
provided in this section, or the committee is dissolved by the board of
directors. A member of any committee may be removed during the period between
annual meetings by action of the majority of the full board of directors at any
regular or special meeting. The membership of any committee elected by the
board of directors may be increased or decreased during the period between
annual meetings, subject to any limitations of this article, by action of the
majority of the full board of directors at any regular or special meeting.

     SECTION  6. Quorum. A majority of the members of any committee shall
constitute a quorum for the transaction of business. The act of the majority of
the members present at a meeting at which a quorum is present shall be the act
of the committee.

     SECTION  7. Responsibility. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed upon it or him
by law.

                                 Page 12 of 20
<PAGE>   14
     SECTION  8. Vacancies. The board of directors may fill all vacancies
in any committee.


                                   ARTICLE V.

                                    Officers

     SECTION 1. Titles and Term of Office. The board of directors at its annual
meeting shall elect officers of the company as follows: a chairman of the
board, a president and a secretary. The board of directors may also elect one
or more vice chairmen. The board of directors or the executive committee may
elect other officers, including one or more executive vice presidents, senior
vice presidents, vice presidents, a general counsel, a controller, a general
auditor, and other officers and assistant officers as the board of directors or
the executive committee deems necessary. Each officer shall hold office for the
term for which he is elected and until his successor shall have been duly
elected and qualified, or until his death, resignation, or removal in the
manner hereinafter provided. One person may hold more than one office except
that the president shall not also hold the office of secretary. The chairman of
the board, each vice chairman of the board, if any, and the president shall be
directors of the company, but no other officer need be a director.

     SECTION 2. Removal. Any officer who may be elected only by the board of
directors may be removed only by the board of directors. Any officer who may be
elected by either the board of directors or the executive committee may be
removed by either the board of directors or the executive committee. Removal of
any officer may occur whenever in the judgment of the board of directors or the
executive committee, as the case may be, the best interests of the company will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election of an officer shall not of
itself create contract rights.

     SECTION 3. Vacancies. A vacancy in the office of any officer may be
filled for the unexpired portion of the term by the board of directors.

     SECTION 4. Chief Executive Officer. The board of directors shall designate
either the chairman of the board or the president to be the chief executive
officer of the company. All other officers of the company shall be subordinate
to the chief executive officer and shall report to him as he may direct. The
chief executive officer shall have responsibility for the general management
and direction of the business of the company and for the execution of all
orders and resolutions of the board of directors. In addition to the powers
prescribed in these bylaws, he shall have all of the powers usually vested in
the chief executive officer of a corporation and such other powers as may be
prescribed from time to time by the board of directors. He may delegate any of
his powers and duties to any other officer with such limitations as he may deem
proper.

     SECTION 5. Chairman of the Board. The chairman of the board shall preside
at all meetings of the shareholders and of the board of directors; shall have
authority to execute all legal instruments necessary for the transaction of the
company's business; may sign certificates for shares of capital stock of the
company; and may be designated as chief executive officer, as provided in these
bylaws.

                                 Page 13 of 20
<PAGE>   15
He shall be a member of all standing committees of the board of directors
except those the membership of which is restricted to non-officer directors,
and shall have such other responsibilities and powers as may be prescribed in
these bylaws or from time to time by the board of directors. If he is not
designated as chief executive officer, the chairman of the board shall have
such powers and perform such duties as maybe delegated to him by the chief
executive officer, and shall be vested with all the powers and authorized to
perform all the duties of the chief executive officer in his absence or
inability to act.

     SECTION 6. Vice Chairman of the Board. In the absence of the chairman of
the board and the president, a vice chairman of the board shall preside at all
meetings of the shareholders and the board of directors; shall have authority
to execute all legal instruments necessary for the transaction of the company's
business; and shall have such other powers and duties as may be delegated to
him by the board of directors or the chief executive officer.

     SECTION 7. President. In the absence of the chairman of the board, the
president shall preside at all meetings of the shareholders and of the board of
directors; shall have authority to execute all legal instruments necessary for
the transaction of the company's business; may sign certificates for shares of
capital stock of the company; and may be designated as chief executive officer,
as provided in these bylaws. He may delegate such of his powers and duties to
other officers with such limitations as he may deem proper. The president shall
have such other powers and duties as may be prescribed in these bylaws or from
time to time by the board of directors. If he is not designated as chief
executive officer, the president shall have such powers and perform such duties
as may be delegated to him by the chief executive officer, and shall be vested
with all the powers and authorized to perform all the duties of the chief
executive officer in his absence or inability to act.

     SECTION 8. Vice President. Each vice president shall have such powers and
duties as may be delegated to him by the board of directors or the chief
executive officer, or any authorized officers senior to the vice president, and
may exercise the powers of the president during his absence or inability to
act. Any action taken by a vice president in the performance of the duties of
the president shall be conclusive evidence of the absence or inability to act
of the president at the time such action was taken.

     SECTION 9. Secretary. The secretary shall keep the minutes of all meetings
of the board of directors, of the shareholders, and of the executive committee;
shall issue all notices; may sign with the chairman of the board, a vice
chairman of the board, or the president in the name of the company all legal
instruments necessary for the transaction of the company's business and affix
the seal of the company thereto; shall sign with the chairman of the board or
president all certificates for shares of the capital stock of the company; and
shall have such other powers and duties as may be prescribed by the board of
directors or the chief executive officer.

     SECTION 10. Treasurer. The treasurer shall have responsibility for the
safekeeping and custody of all the funds and securities of the company; shall
establish and execute programs for the provision of the capital required by the
company, including negotiating the procurement of capital and maintaining the
required financial arrangements; shall establish and maintain adequate sources
for the company's short-term borrowings; shall establish and maintain liaison
with investment bankers and

                                 Page 14 of 20
<PAGE>   16
financial analysts; shall establish and maintain banking arrangements; and
shall have such other powers and duties as may be prescribed by the board of
directors or the chief executive officer.

     SECTION 11. Powers and Duties of Assistant Secretaries. Each assistant
secretary shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as may be assigned to him by the
secretary, and may exercise the powers of the secretary during that officer's
absence or inability to act. Any action taken by an assistant secretary in the
performance of the duties of the secretary shall be conclusive evidence of the
absence or inability to act of the secretary at the time such action was taken.

     SECTION 12. Powers and Duties of Assistant Treasurers. Each assistant
treasurer shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as may be assigned to him by the
treasurer, and may exercise the powers of the treasurer during that officer's
absence or inability to act. Any action taken by an assistant treasurer in the
performance of the duties of the treasurer shall be conclusive evidence of the
absence or inability to act of the treasurer at the time such action was taken.


                                  ARTICLE VI.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 1. Actions. The company shall indemnify any person who was or is a
named defendant or respondent or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative (including any action
by or in the right of the company), or any appeal of such action, suit or
proceeding and any inquiry or investigation that could lead to such an action,
suit or proceeding, by reason of the fact that he is or was a director, officer
or employee of the company, or is or was serving at the request of the company
as a director, officer, partner, venturer, proprietor, trustee, employee, or
similar functionary of another foreign or domestic corporation or non-profit
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise (any such person acting in any such capacity
being hereinafter referred to as "potential indemnitee"), against judgments,
penalties (including excise and similar taxes), fines, amounts paid in
settlement, and reasonable expenses (including court costs and attorneys' fees)
actually incurred by him in connection with such action, suit or proceeding, if
he acted in good faith and in a manner he reasonably believed, (i) in the case
of conduct in his official capacity as a director of the company, to be in the
best interests of the company and (ii) in all other cases, to be not opposed to
the best interests of the company; and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful;
provided, however, that in connection with any action, suit or proceeding in
which the person shall have been adjudged to be liable to the company or liable
on the basis that personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the person's official capacity
as a director or officer, (i) indemnification shall be limited to reasonable
expenses (including court costs or attorneys' fees) actually incurred in
connection with such proceeding, and (ii) indemnification shall be prohibited,
if the person is found liable for willful or intentional misconduct in the
performance of his duty to the company. The termination of

                                 Page 15 of 20
<PAGE>   17
any action, suit or proceeding by judgment, order, settlement, or conviction,
or on a plea of nolo contendere or its equivalent shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in the best interests of the company; and, with
respect to any criminal action or proceeding, shall not create a presumption
that the person had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. Success on Merits or 0therwise. Where a potential indemnitee
has been wholly successful, on the merits or otherwise, in defense of any such
action, suit or proceeding, he shall be indemnified against reasonable expenses
(including court costs and attorneys' fees) actually incurred by him in
connection therewith.

     SECTION 3. Determination that Indemnification is Proper. Any
indemnification under Section 1 of this article (unless otherwise ordered by a
court of competent jurisdiction) shall be made by the company only as
authorized in a specific case upon a determination that the applicable standard
of conduct has been met. Such determination shall be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who at the
time of the vote have not been named as defendants or respondents in such
action, suit or proceeding, or (ii) if such a quorum cannot be obtained, by a
majority vote of a committee of the board of directors, designated to act in
the matter by a majority vote of all directors, consisting solely of two or
more directors who at the time of the vote are not named defendants or
respondents in such action, suit or proceeding, or (iii) by special legal
counsel selected by the board of directors (or a committee thereof) by vote in
the manner set forth in subparagraphs (i) and (ii) of this Section 3, or if
such a quorum cannot be obtained and such a committee cannot be established, by
a majority vote of all directors, or (iv) by the shareholders in a vote that
excludes the shares held by any director who is named as a defendant or
respondent in such action, suit or proceeding.

     SECTION 4. Expenses Prior to Final Disposition. Reasonable expenses
incurred by a director, officer, or employee of the company or other person
entitled to indemnity hereunder, who was, is or is threatened to be made a
named defendant or respondent in any such action, suit or proceeding described
in Section 1 shall be paid by the company in advance of the final disposition
thereof upon receipt of a written affirmation by the director, officer,
employee or other person of his good faith belief that he has met the standard
of conduct necessary for indemnification under this article and a written
undertaking by or on behalf of the director, officer, employee or other person
to repay such amount if it is ultimately determined that the person has not met
such necessary standard of conduct or that indemnification is prohibited by
Section 1 of this article. Determinations with respect to payments under this
Section 4 shall be made in the manner specified by Section 3 for determining
that indemnification is permissible, except as otherwise provided by law.

     SECTION 5. Nonexclusive Rights-Continuance Beyond Tenure. The
indemnification provided by this article shall not be deemed (i) to be
exclusive of any other rights consistent with law to which the person
indemnified may be entitled under the articles of incorporation of the company,
bylaws, any general or specific action of the board of directors, agreement,
authorization of shareholders, or otherwise, or as may be permitted or required
by law, both as to action in his official capacity as a director and as to
action in another capacity while holding such office, or (ii) to be a
limitation upon the power of the company to indemnify and to advance expenses,
consistent with law.

                                 Page 16 of 20
<PAGE>   18
The indemnification provided by this article shall continue as to a person
who has ceased to be a director, officer, or employee of the company or other
person entitled to indemnity hereunder or to serve in such other capacity in
which he was entitled to indemnification hereunder, and shall inure to the
benefit of his heirs and legal representatives.

     SECTION 6. Insurance Authorized. Subject to any restrictions now or
hereafter established by applicable law, the company shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, or employee of the company or who is or was serving at the
request of the company as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation or non-profit corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against any
liability asserted against him and incurred by him in such a capacity or
arising out of his status as such a person, whether or not the company would
have the power to indemnify him against that liability under the provisions of
this article or the Texas Business Corporation Act.

     SECTION 7. Definitions. For purposes of this article, references to "the
company" include any domestic or foreign predecessor entity of the company in a
merger, consolidation, or other transaction in which the liabilities of the
predecessor are transferred to the company by operation of law and in any other
transaction in which the company assumes the liabilities of the predecessor but
does not specifically exclude liabilities that are the subject matter of this
article. For purposes of this article, references to "serving at the request of
the company" shall include any service as a director, officer or employee of
the company which imposes duties on, or involves services by, such director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the company" as referred to in this article.

     SECTION 8. Expenses as Witness. Notwithstanding any other provision of
this article, the company may pay or reimburse expenses incurred by any
director, officer, or employee of the company or any other potential indemnitee
hereunder in connection with his appearance as a witness or other participation
in any action, suit or a proceeding described in Section 1 at a time when he is
not a named defendant or respondent in such action, suit or proceeding.

     SECTION 9. Notice to Shareholders. Any indemnification of or advance of
expenses to a director in accordance with this article shall be reported in
writing to the shareholders of the company with or before the notice or waiver
of notice of the next shareholders' meeting or with or before the next
submission to shareholders of a consent to action without a meeting and, in any
case, within the twelve-month period immediately following the date of the
indemnification or advance.

                                 Page 17 of 20
<PAGE>   19
                                  ARTICLE VII.

                            Miscellaneous Provisions

     SECTION 1. Registered Office. Unless the board of directors otherwise
determines, the registered office of the company, required by the Texas
Business Corporation Act to be maintained in the State of Texas, shall be the
principal place of business of the company, but such registered office may be
changed from time to time by the board of directors in the manner provided by
law and need not be identical to the principal place of business of the
company.

     SECTION 2. Books and Records. Correct and complete books and records of
account of the company and the minutes of the proceedings of its shareholders,
board of directors, and each committee of its board of directors shall be kept
at the registered office of the company. Records of the original issuance of
shares issued by the company and of each transfer of those shares that have
been presented for registration of transfer shall be kept at the registered
office of the company or at the office of its principal transfer agent or
registrar. A record of the past and present shareholders of the company, giving
the names and addresses of all such shareholders and the number of shares of
each class and series of stock held by each, shall also be kept at the
registered office of the company or at the office of its principal transfer
agent or registrar. Any books, records, and minutes may be in written form or
in any other form capable of being converted into written form within a
reasonable time. Any person who shall have been a holder of record of shares
for at least six (6) months immediately preceding his demand, or who shall be
the holder of record of at least five percent (5%) of all the outstanding
shares of the company, upon written demand stating the purpose thereof, or any
director of the company shall have the right to examine, in person or by agent,
accountant, or attorney, at any reasonable time or times, for any proper
purpose, its relevant books and records of account, minutes, and share transfer
records, and to make extracts therefrom.

     SECTION 3. Action Without Meeting and Telephone Meetings. Any action
permitted, or required by law, these bylaws, or the articles of incorporation
of the company, to be taken at a meeting of the board of directors or of any
committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the board of
directors or of such committee, as the case may be. Such consent shall have the
same force and effect as a unanimous vote at a meeting.

     Subject to the notice requirements of these bylaws, members of the board
of directors or of any committee created by the board of directors may
participate in and hold a meeting of such board or committee by means of
conference telephone or similar communications equipment, including
teleconferencing via a satellite communications system, provided all persons
participating in the meeting can hear each other.

     SECTION 4. Fiscal Year. The fiscal year of the company shall be the
calendar year.

     SECTION  5. Seal. The seal of the company shall be such as from time to
time may be approved by the board of directors.

                                 Page 18 of 20
<PAGE>   20
     SECTION 6. Notice and Waiver of Notice. Whenever any notice is required to
be given under the provisions of these bylaws, said notice shall be deemed to
be sufficient if given by depositing the same in a post office box in a sealed
postpaid wrapper addressed to the person entitled thereto at his post office
address, as it appears on the records of the company, and such notice shall be
deemed to have been given on the day of such mailing. A waiver of notice,
signed by the person or persons entitled to said notice, whether before or
after the date and time stated therein, shall be deemed equivalent thereto.

     SECTION 7. Resignations. Any director or officer may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, or if no time be specified, at the time of its receipt by
the chairman of the board, the president, or the secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

     SECTION 8. Securities of Other Corporations. The board of directors shall
by resolution designate the officers of the company who shall have power and
authority to transfer, endorse for transfer, vote, or consent to or take any
other action with respect to any securities of another issuer which may be held
or owned by the company and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.

     SECTION  9. Investments and Loans. Investments and loans of the company
shall be made pursuant and subject to the provisions of the law.

     SECTION 10. Execution of Contracts and Other Instruments. All contractual
or obligatory undertakings, including but not limited to deeds, conveyances,
transfers, and releases, shall be signed by, (a) the chairman of the board, a
vice chairman of the board, the president, or a vice president, or (b) any
attorney-in-fact or agent of the company who has been, or at any time in the
future may be, appointed by the chairman of the board, a vice chairman of the
board, the president, or a vice president, and by the company secretary or an
assistant secretary. When necessary, such instruments may have the corporate
seal affixed and may be attested by the secretary or an assistant secretary.
Checks may be signed by the chairman of the board, a vice chairman of the
board, the president, a vice president, the secretary, the treasurer, or any
other person who may be authorized by the board of directors or the chief
executive officer.

     SECTION 11. Rules and Regulations. Rules and regulations for the conduct
of the company's business not in conflict with these bylaws may be adopted by
the executive committee by resolution duly recorded in the minutes of the
committee; provided, however, that such action may be modified or abrogated by
the board of directors.

                                 Page 19 of 20
<PAGE>   21
                                 ARTICLE VIII.

                                   Amendments

     Unless otherwise provided in the Articles of Incorporation, the power to
alter, amend, or repeal these bylaws or adopt new bylaws shall be vested in the
full board of directors subject, however, to repeal or change by action of the
affirmative vote of the holders of at least seventy-five percent (75%) of the
then outstanding shares of all classes of stock of the company entitled to vote
generally in election of directors, voting together as a single class.



                                 Page 20 of 20