Exhibit
3(b)




As
amended and restated 2/26/08


BYLAWS


OF


PUBLIC
SERVICE COMPANY OF OKLAHOMA








ARTICLE
I





STOCK AND
TRANSFERS





SECTION 1.The shares of the
Company’s stock may be certificated or uncertificated, as provided for under
Oklahoma law, and shall be entered in the books of the Company and registered as
they are issued. All certificates of stock shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary and sealed with
the seal, which may be facsimile, of the Company and shall be countersigned by a
Transfer Agent appointed by the Board of Directors. All certificates of
Preferred Stock shall also be countersigned and registered by a Registrar,
appointed by the Board of Directors, and the signatures of the President or Vice
President and the Secretary or Assistant Secretary upon all such certificates of
Preferred Stock may be a facsimile, engraved or printed. In case any officers
who has signed or whose facsimile signature has been placed upon a certificate
of stock shall cease to be such officer before such certificate is issued, such
certificate may be issued by the Company with the same effect as if such officer
had not ceased to be such at the date of its issue. (As amended
2/26/08)





SECTION 2. The capital stock
of the Company shall be divided into such classes, with such respective
designations, preferences and voting powers, restrictions or qualifications
thereof, as are or shall be from time to time stated and expressed in the
Articles of Incorporation of the Company, and amendments thereto. No holder of
shares of stock of any class of the Company shall have any preemptive or
preferential rights of subscription or purchase of any shares of any class of
stock of the Company, whether now or hereafter authorized, and any andall shares of capital
stock of any class of the Company, whether now or hereafter authorized, may, in
the discretion of the Board of Directors, be offered and sold to the holders of
any one or more classes of stock of the Company to the exclusion of anyother class or classes,
or may be issued and disposed of from time to time in such manner and to such
persons, whether stockholders or not, and for such corporate purposes as may be
determined by the Company's Board of Directors and without first being
offeredto
stockholders. (As amended 2/26/08)





SECTION 3.Shares of stock of
the Company may be transferred on the books of the Company in the manner
provided by law and, except by the order of a court in some proper proceeding,
only upon (i) surrender to the Company or its transfer agent of a certificate
representing shares, duly endorsed or accompanied by proper evidence of
succession, assignation, or authority to transfer, with such proof of the
authenticity of the signature as the Company or its agents may reasonably
require in the case of shares evidenced by a certificate or certificates or (ii)
receipt of transfer instructions from the registered owner of uncertificated
shares reasonably acceptable to the Company. If an outstanding certificate of
stock shall be lost, destroyed or stolen, the holder thereof may have a new
certificate upon producing evidence, satisfactory to the Board of Directors, of
such loss, destruction or theft, and upon furnishing to the Company a bond of
indemnity, deemed sufficient by the Board of Directors, to protect the Company
against claims under the outstanding certificate.





SECTION 4. The Board of
Directors shall have power to fix a time, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date fixed for the payment of any
dividend or distribution or the date for the allotment of rights or the date
when any change or conversion or exchange of shares shall be made or go into
effect, as a record date for the determination of the stockholders entitled to
notice of and to vote at such meeting or entitled to receive payments of any
such dividend, distribution, or allotment of rights, or to exercise rights in
respect to any such change, conversion or exchange of shares, and in such case
only registered stockholders on the date so fixed shall be entitled to receive
notice of said meeting or to receive payment of such dividend, distribution, or
allotment of rights, or to exercise such rights of change, conversion, or
exchange of shares, as the case may be, notwithstanding any transfer of any
shares on the books of the Company after any record date fixed as aforesaid;
provided, however, that the stock transfer books of the Company may be closed by
order of the Board of Directors for a period not exceeding sixty days for the
purpose of holding a meeting of stockholders, or paying a dividend, or for any
other legal purpose, as the Board of Directors shall deem
advisable.





SECTION 5.If default shall be
made in the prompt payment when due of any sum payable to the Company upon any
subscription for stock of the Company, and if such default shall continue for a
period of thirty days, then all right under the subscription in and to the stock
subscribed for shall, upon the expiration of such period, cease and determine
and become and be forfeited to the Company; provided that if at the expiration
of such thirty-day period such right shall belong to the estate of the decedent,
it may be forfeited only by resolution of the Board of Directors declaring
forfeiture. The Company shall, within thirty days after such forfeiture, cause
such stock to be sold at private or public sale, at its market value at the time
of sale, and shall, out of the net proceeds of sale and upon surrender of any
outstanding stock subscription receipt issued to evidence the subscription, pay
to the recorded holder of such receipt the amount paid on the subscription prior
to forfeiture, less the amount, if any, by which the total subscription price of
the stock exceeded the net proceeds of sale.





ARTICLE
II





MEETINGS OF
STOCKHOLDERS





SECTION 1.A meeting of the
stockholders shall be held on the third Tuesday in April in each year or on such
other day, as may, in any year, be specified by the Board of Directors. Each
such annual meeting shall be held at such place and hour as may be fixed by the
Board of Directors.





SECTION 2. Special meetings of
the stockholders may be called at any time by the Chairman, if there shall be
one, the President, the Board of Directors, or by one or more stockholders
holding not less than one-fourth of the outstanding shares of Common Stock of
the Company, or in such other manner as may be provided by statute or by
paragraph (7) ofArticle VI of the
Articles of Incorporation, as amended.





SECTION 3. Notice of the time
and place of each annual or special meeting of stockholders, shall be mailed to
the address, as shown by the Company’s records, of each stockholder entitled to
vote at such meeting not less than ten days before the date of the meeting,
except in cases where other special method of notice may be required by statute,
in which cases the statutory method shall be followed. The notice of a special
meeting shall state the purpose of the meeting. Notice of any meeting of the
stockholders may be waived by any stockholder.





SECTION 4. Anymeeting of the
stockholders, whenever or however called and held, shall be legal and its
proceedings valid if all of the stockholders eligible under the Articles of
Incorporation, as amended, and the Bylaws to vote upon questions submitted at
such meeting are present either in person or by proxy; or if a quorum be present
in person or by proxy and either before or after the meeting each of the
stockholders entitled to vote and who was not present in person or by proxy at
the meeting signs a written waiver of notice or a consent to the holding of such
meeting or any approval of the minutes thereof.





SECTION 5. At any
stockholders’ meeting, except as otherwise provided in paragraph (7) of Article
VI of the Articles of Incorporation, as amended, a majority of the stock
outstanding eligible under the Articles of Incorporation, as amended, and the
Bylaws to vote upon questions being submitted at such meeting must be
represented in order to constitute a quorum for the transaction of business, but
the stockholders represented at any meeting, though less than a quorum, may
adjourn the meeting to some other day or sine die.





SECTION 6. No notice of any
adjourned meeting need be given to stockholders unless the adjournment be for
thirty days or more, in which case notice shall be given as of an original
meeting, provided, however, that at an adjourned meeting no business may be
transacted other than that which might have been transacted at the original
meeting unless notice thereof shall have been given as in the case of an
original meeting.





SECTION 7. At all meetings of
stockholders each share of stock eligible under the articles of Incorporation,
as amended, and the Bylaws to vote upon questions being submitted at such
meeting shall be entitled to such vote or votes as from time to time shall be
provided in the Article of Incorporation, as amended, and such stock may be
voted by the holder thereof in person ox by his duly authorized proxy in writing
duly filed with the Secretary of the Company.





SECTION 8. The Chairman, if
there shall be one, when present, or in his absence the President of the
Company, or in the President’s absence the General Manager of the Company, shall
act as chairman, and the Secretary of the Company shall act as Secretary, of
each stockholders’ meeting. In the case of the absence of the Chairman, the
President and the General Manager from anystockholders’ meeting,
the President or the General Manager shall select such officer or employee of
the Company as either deems appropriate to act as chairman of such stockholders’
meeting. In the case of the absence of the Secretary and the Assistant Secretary
from any stockholders’ meeting, the chairman of such stockholders’ meeting shall
nominate such person to act as secretary of such meeting as he deems appropriate
and the stockholders shall vote on such nomination.








ARTICLE
III





BOARD OF
DIRECTORS





SECTION 1. The Board of
Directors shall consist of such number, not less than three nor more than
fifteen members, as shall be fixed from time to time by the Board of Directors
or by the shareholders at the annual or a special meeting. (As amended
6/28/00)





SECTION 2. From and after
October 28, 1987, the Board of Directors shall not elect as a Director or
propose for election by the stockholders as a Director, any employee of the
Company (other than a past or present Chief Executive Officer of the Company)
whose service as such employee has terminated or will in normal course terminate
on or before the date of his election by the Board or proposed election by the
stockholders.





SECTION 3. The Board of
Directors by resolution may confer upon any former director the honorary title
of Director Emeritus. The designation and number of directors emeriti shall be
within the discretion of the Board. Directors emeriti shall not be members of
the Board of Directors, nor counted toward a quorum thereof, but shall have the
privilege of attending, without vote, the meetings of the Board. Directors
emeriti shall receive no compensation, but may be reimbursed for necessary
expenses in the manner and amount as if directors.





SECTION 4. Aregular meeting of the
Board of Directors shall be held immediately after the annual meeting of
stockholders in each year and at the same place where such annual meeting shall
have been held, provided a quorum for such meeting be obtained. A regular
meeting of the Board of Directors shall also be held quarterly thereafter,
usually on the third Tuesday of January, April, July and October at the
registered office of the Company, or when directed by the Chairman, if there
shall be one, the President or the Board of Directors, at such other place
within or without the state of Oklahoma as may be specified in the notice of the
meeting. Written notice of each regular meeting stating the time and place and,
if required by statute or the Bylaws, the purpose of such meeting shall be
mailed, electronically mailed, or telegraphed, at least one week before the date
of such meeting to each director, unless such notice shall be waived by any
director, in writing, either before or after such meeting. (As amended
2/26/08)





SECTION 5. Special meetings of
the Board of Directors may be called at any time by the Chairman, if there shall
be one, by the President, by a Vice President when acting as President, or by
any two or more directors, by mailing to each director, not less than one week
before such meeting, a written notice stating the time, place and purpose of
such meeting, unless such notice shall be waived by any director, in writing,
either before or after such special meeting. Special meetings of the Board of
Directors may be held at any time at the registered office of the Company,or at any other place
within or without the state of Oklahoma.





SECTION 6.Notice of any
meeting of the Board of Directors may be waived by any director, in writing,
either before or after the meeting; and any director, by his attendance at any
meeting, shall be deemed to have waived such notice.





SECTION 7.One-third of the
authorized number of directors determined pursuant to the Bylaws shall
constitute a quorum, for the transaction of business at any meeting of the Board
of Directors, but a lesser number may adjourn the meeting to some other day or
sine die.


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 of Directors. The Chairman, if thereshall be one, or in his
absence the President of the Company, shall act as Chairman of the meeting; and
the Secretary of the Company shall act as Secretary of the meeting. In the
absence of both the Chairman and the President of the Company, the Board of
Directors shall elect a Chairman of the meeting. In the absence of the
Secretary, an Assistant Secretary of the Company shall serve as secretary of the
meeting. In their absence, the directors shall elect a Secretary of the meeting.
The members of the Board of Directors may be paid such fees for attendance at
meetings as the Board of Directors from time to time by resolution may
determine. (As amended 2/26/08)





SECTION 8.The order of
business at meetings of the Board of Directors shall, unless otherwise ordered
by the Board of Directors, be as follows:





1.        
Reading and consideration of the minutes of the preceding meeting.





2.
            Reading
      of the minutes of meetings of the Executive Committee, if any, held since
      the last meeting of the Board of
Directors.





3.         Report
of other committees, if any.





4.         Reports
from officers or other employees of the Company.





5.         Consideration
of any other business of the Company.





ARTICLE
IV





COMMITTEES





SECTION 1. The Board of
Directors, by resolution adopted by a majority of the entire Board, may appoint
an Executive Committee consisting of four or more directors, including the
Chairman, if there shall be one, and the President of the Company. Any three
directors on the Executive Committee shall be required for a quorum. The
Executive Committee may be discontinued at any time by resolution adopted by a
majority of the entire Board of Directors; but, after its creation and until it
is discontinued, the members of the Executive Committee shall be appointed
annually, by resolution adopted by a majority of the entire Board of Directors
at the first meeting of the Board after the annual meeting of stockholders in
each year. Vacancies in the Executive Committee shall be filled by resolution
adopted by a majority of the entire Board of Directors. During the intervals
between meetings ofthe Board of Directors,
the Executive Committee shall have and may exercise all the powers of the Board
of Directors in the management of the business and affairs of the Company except
as to matters in respect of which specific directions shall have been given by
the Board of Directors. All actions of the Executive Committee shall be recorded
by the Secretary of the Company and be reported to the Board of Directors at its
regular meetings.





SECTION 2. The Board of
Directors may appoint other committees, standing or special, from time to time
from among their own number, or otherwise, and confer powers on such committees,
and revoke such powers and terminate the existence of such committees, at its
pleasure.





SECTION 3. Meetings of any
committee may be called in such manner and may be held at such times and places
as such committee may by resolution determine, provided that a meeting of any
committee may be called at any time by the Chairman, if there shall be one, or
by the President of the company. Not less than one day's notice of all meetings
of the Executive Committee shall be given to each member of the committee
personally, in writing, or by mail, or by telegraph, but no notice shall be
necessary where a meeting is held with the consent of all the members of the
committee. Members of all committees shall be paid such fees for attendance at
meetings as the Board of Directors may determine.





ARTICLE
V





OFFICERS





SECTION 1.There shall be
elected by the Board of Directors, at its first meeting (if practicable) held
after the annual election of directors in each year, a Chief Executive Officer,
a President, a Secretary, a Treasurer, a Controller, and, if desired, one or
more Assistant Secretaries, Assistant Treasurers, and Assistant Controllers. The
Board of Directors also may provide for and elect at any time, a Chairman, who
may also hold the position of Chief Executive Officer, a General Manager, one or
more Vice Presidents, and such other officers, and prescribe such duties for
them, respectively, as in the judgment of the Board of Directors may be required
from time to time to conduct the business of the Corporation. The same person
may hold any two or more offices, except that neither the Chief Executive
Officer, nor the President shall hold the office of Secretary. All officers
elected by the Board of Directors shall hold their respective offices, unless
sooner terminated, until the first meeting of the Board of Directors held after
the next ensuing annual election of directors and until their respective
successors, willing to serve, shall have been duly elected and qualified. Any of
such officers may be removed from their respective offices at the pleasure of
the Board. (As amended 2/26/08)




SECTION 2. The Chairman of the
Board shall, at his discretion, preside at all meetings of the stockholders and
at all meetings of the Board of Directors. In the absence of the Chairman of the
Board, the President shall preside at the meetings of the Board of Directors. He
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned to him by the Board of
Directors.





SECTION 3.The Chief Executive
Officer of the Company shall have general authority over all of the business and
affairs of the Company and over all other officers, agents and employees of the
Company. In the case of all meetings of stockholders when the Chairman of the
Board and Chief Executive Officer are not present, the President of the Company
shall preside. In the case of the absence of the Chairman of the Board, the
Chief Executive Officer, and the President from a stockholders' meeting, the
Chief Executive Officer shall select such officer or employee of the Company
deemed appropriate to preside at such meeting. The Chief Executive Officer shall
be a member of the Executive Committee, if there shall be one, and shall be ex
officio a member of any other committee appointed by the Board of Directors. He
shall preside at all meetings of the Executive Committee, if there shall be one.
He shall have general and active management of the business and affairs of the
Company, and full authority and responsibility with respect to making effective
all resolutions of the Board of Directors. He shall execute bonds, mortgages,
contracts and other instruments requiring the seal of the Company to be affixed,
except where required or permitted by law to be otherwise signed and executed,
and except where such duties shall be expressly delegated by him or the Board of
Directors to some other officer or agent of the Company. He shall have authority
when neither the Board of Directors nor the Executive Committee is in session to
suspend the authority of any other officer or officers of the Company, subject,
however, to the pleasure of the Board of Directors or of the Executive Committee
at its next meeting, and authority to appoint and to remove and discharge any
and all agents and employees of the Company not elected or appointed directly by
the Board of Directors. He shall also have such other powers and duties as may
at any time be prescribed by these Bylaws or by the Board of Directors. (As
amended 2/26/08)





SECTION 4. The President shall
have such powers and duties as may from time to time be prescribed by the Board
of Directors. In case the Chief Executive Officer, due to absence or any other
cause, shall be unable at any time to attend to the duties of the office of
Chief Executive Officer requiring attention, or in the case of his death,
resignation, or removal from office, the powers and duties of the Chief
Executive Officer shall, except as the Board of Directors may otherwise provide,
temporarily devolve upon the President, and shall be exercised by such President
as acting Chief Executive Officer during such inability of the Chief Executive
Officer, or until the vacancy in the office of the Chief Executive Officer shall
be filled. In case of the absence, disability, death, resignation, or removal
from office of the Chief Executive Officer and the President, the Board of
Directors shall elect one of its members to exercise the powers and duties of
the Chief Executive Officer during such absence or disability, or until the
vacancy in one of said offices shall be filled, except that in the case of the
absence of the Chairman, the Chief Executive Officer and the President from a
stockholders’ meeting, the Chief Executive Officer or the President shall select
such officer or employee of the Company as either deems appropriate to preside
at such meeting. (As amended 2/26/08)




SECTION 5. The Vice President,
if one is elected by the Board of Directors, or Vice Presidents, if more than
one is elected by the Board of Directors, shall have such powers and duties as
may from time to time be prescribed by the Board of Directors.





SECTION 6.The Secretary shall
attend all meetings of the stockholders, the Board of Directors and the
Executive Committee, shall keep a true and faithful record thereof, and shall
have the custody and care of the corporate seal, minute books and stock books of
the Company. Except as may be otherwise required by law, the Secretary shall
sign and issue all notices required for meetings of stockholders, the Board of
Directors and the Executive Committee. Whenever requested by the requisite
number of stockholders or directors, the Secretary shall give notice, in the
name of the stockholders, or directors making the request, of a meeting of the
stockholders, the Board of Directors or the Executive Committee, as the case may
be. The Secretary shall sign all documents and papers to which the signature of
the Secretary may be necessary or appropriate, shall affix and attest the seal
of the Company to all instruments requiring the seal, and shall have such other
powers and duties as are commonly incidental to the office of secretary of a
corporation or as may be prescribed by the Board of Directors or the Chief
Executive Officer.





SECTION 7. The Treasurer shall
have charge of and be responsible for the collection, receipt, custody and
disbursement of the funds of the Company, and shall deposit its funds in the
name of the Company in such banks, trust companies or other depositories as the
Board of Directors may authorize. Such funds shall be subject to withdrawal only
in such manner as may be designated from time to time by resolution of the Board
of Directors. The Treasurer shall have the custody of such books and papers as
in the practical business operations of the Company shall be convenient or as
shall be placed in the Treasurer's custody by order of the Board of Directors.
The Treasurer shall have such other powers and duties as are commonly incidental
to the office of treasurer of a corporation or as may be prescribed by the Board
of Directors, the Chief Executive Officer or the Chief Financial Officer.
Securities owned by the Company shall be in the custody of the Treasurer or of
such other officers, agents or depositories as may be designated by the Board of
Directors. The Treasurer may be required to give bond to the Company for the
faithful discharge of the treasurer's duties in such form and in such amount and
with such surety as shall be determined by the Board of Directors.





SECTION 8.The Controller
shall be responsible for the preparation, installation and supervision of all
accounting records of the Company, preparation and interpretation of the
financial statements and reports of the Company, maintenance of appropriate and
adequate records of authorized appropriations, determination that all sums
expended pursuant to such appropriations are properly accounted for, and
ascertainment that all financial transactions are properly executed and
recorded, and shall have such specific powers and duties as shall be delegated
by the Board of Directors, the Chief Executive Officer or the Chief Financial
Officer. The Controller may be required to give bond to the Company for the
faithful discharge of the duties of the Controller in such form and in such
amount and with such surety as shall be determined by the Board of
Directors.





SECTION 9. Assistant officers,
if any, shall assist the principal officers in the performance of duties
assigned to such principal officers, and in so doing each shall have the powers
of their respective principal officers. In case of the absence, disability,
death, resignation or removal from office of any of such principal officers,
their duties shall, except as otherwise ordered by the Board of Directors,
temporarily evolve upon such assistant officer as shall be designated by the
Chief Executive Officer. Such assistant officers shall also perform such other
duties as may be assigned to them from time to time by their respective
principal officers, by the Chief Executive Officer or by the Board of
Directors.





ARTICLE
VI





MISCELLANEOUS





SECTION 1. The corporate seal
of the Company shall have inscribed thereon the name of the Company, between
concentric circles, and the word “SEAL.” Such seal may be used by the Company by
causing it, or a facsimile thereof, to be imprinted, impressed or affixed or in
any other manner reproduced.





SECTION 2. The funds of the
Company shall be deposited to its credit in such banks or trust companies as the
Board of Directors from time to time shall designate and shall be withdrawn only
on checks or drafts of the Company for the purposes of the Company. All checks,
drafts, notes, acceptances and endorsements of the Company shall be signed in
such manner and by such officer or officers or such individual or individuals as
the Board of Directors from time to time by resolution shall determine. If and
to the extent so authorized by the Board of Directors, such signature or
signatures may be facsimile. Only checks, drafts, notes, acceptances and
endorsements signed in accordance with such resolution or resolutions shall be
the valid checks, drafts, notes, acceptances or endorsements of the
Company.





SECTION 3.No debt shall be
contracted, for other than current expenses, unless authorized by the Board of
Directors or the Chairman, andno bill shall be paid by
the Treasurer unless previously certified by the head of the department in which
it originated and the Treasurer is otherwise satisfied as to its propriety and
accuracy. If the Treasurer is not so satisfied, the authority of the Chairman
shall be secured before payment.





SECTION 4.A11 dividends shall
be declared by a vote of the Board of Directors.





SECTION 5. The fiscal year of
the Company shall close at the end of December annually.





SECTION 6.(a)The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that such person is or was
a director or officer of the Corporation or is or was serving at the request of
the Corporation as a director or officer of another corporation, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation and is not determined by
the Board to have been, guilty of misconduct in the performance of his or her
duty to the Corporation. Provided, however, that no person shall be indemnified
for amounts paid in settlement, unless the terms and conditions of such
settlement have been consented to by the Corporation. And further provided that
with respect to any criminal action or proceeding, such person had no reasonable
cause to believe that his or her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon 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 or she
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such conduct was unlawful; provided, however,
that no indemnity prohibited by law shall be made.





(b)The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director or officer of another
corporation, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation. Provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for misconduct in the
performance of his or her duty to the Corporation unless and only to the extent
that the District Court or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the District Court or
such other court shall deem proper; and further provided that no indemnity
prohibited by law shall be made.





(c)The Corporation may indemnify, to
the same extent as hereinabove provided, any person who is or was an employee or
agent of the Corporation or is or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Any indemnification under this Subsection (c) shall
be made only upon the authorization of the Board of Directors, which may occur
at any time prior to, during, or after final judgment or order, in any action,
suit or proceeding to which such person is or is threatened to be made a party.
No right to such indemnification is created by this Subsection (c).





(d) Any
indemnification under Subsections (a), (b) and (c) (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Subsections (a) and (b). Such determination
shall be made (i) by the Board of Directors by majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if obtainable, by
independent legal counsel in a written opinion, if a quorum of disinterested
directors so directs, or (iii) by the stockholders.





(e)
Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of such director, or officer, to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the Corporation as
authorized in this Section. Such expenses incurred by other employees and agents
with respect to which indemnification is claimed hereunder may also be advanced
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.





(f) The
Corporation may, as authorized by the Board of Directors, purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent, of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred byhim or her in any such
capacity, or arising out of this status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Section.





(g)Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Corporation
pursuant to the foregoing provisions of this Section or the laws of the state of
Oklahoma, in the event any claim for indemnification against such liabilities
(other than for the payment by the Corporation of expenses, including attorneys'
fees, actually and reasonably incurred by a director, officer or controlling
person of the Corporation in the successful defense of any action, suit or
proceeding) is asserted against the Corporation by such director, officer or
controlling person in connection with the registration of any security under the
Securities Act of 1933, the Corporation will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by the
Corporation is against public policy as expressed by the Securities Act of 1933
and will be governed by the final adjudication of such issue.





ARTICLE
VII





Unless
otherwise ordered by the Board of Directors, the Chief Executive Officer shall
have full power and authority on behalf of the Company, either in person or by
proxy, at any meeting of stockholders of any corporation in which the company
may hold Stock and, and at any such meeting, may possess and exercise all the
rights and powers incident to the ownership of such Stock which, as the owner
thereof, the Company might have possessed or exercised, if present. (As amended
2/26/08)




ARTICLE
VIII





AMENDMENT OR REPEAL OF
BYLAWS





The
Bylaws may be altered or repealed or new Bylaws may be adopted (a) by a vote of
the holders of a majority of the Common Stock present in person or by proxy at
any regular or special meeting, duly convened after notice to the common
stockholders setting out the purpose of such meeting, at which meeting a
majority of the outstanding Common Stock is represented; or (b) by a majority
vote of the entire Board of Directors at any regular or special meeting duly
convened after notice of the purpose of such meeting, subject to the power of
the stockholders to alter or repeal such Bylaws; provided that the Board of
Directors shall not adopt, alter or repeal any Bylaw fixing the number,
qualifications, classifications or terms of office of the directors, or any of
them.