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                                                                   EXHIBIT 3(ii)

                              AMENDED AND RESTATED

                                     BYLAWS

                                       of

                                    EGL, Inc.

                  The following Amended and Restated Bylaws, adopted by the
Board of Directors of EGL, Inc. (the "Corporation") as of September 29, 1995,
shall govern the business of the Corporation, except as the same may be
afterwards amended:

                                    ARTICLE I

                                  CAPITAL STOCK

                  Section 1. Certificates Representing Shares. The Corporation
shall deliver certificates representing all shares to which shareholders are
entitled. Such certificates shall be signed by the Chairman of the Board, the
President or a Vice President and either the Secretary or any Assistant
Secretary, and shall bear the seal of the Corporation or a facsimile thereof.
The signatures of such officers upon a certificate may be facsimiles. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issuance.

                  Section 2. Shareholders of Record. The Board of Directors of
the Corporation may appoint one or more transfer agents or registrars of any
class of stock of the Corporation. Unless and until such appointment is made,
the Secretary of the Corporation shall maintain among other records a stock
transfer book, the stubs in which shall set forth the names and addresses of the
holders of all issued shares of the Corporation, the number of shares held by
each, the certificate numbers representing such shares, the date of issue of the
certificates representing such shares, and whether or not such shares originate
from original issues or from transfer. The names and addresses of shareholders
as they appear on the stock transfer book shall be the official list of
shareholders of record of the Corporation for all purposes. The Corporation
shall be entitled to treat the holder of record of any shares of the Corporation
as the owner thereof for all purposes and shall not be bound to recognize any
equitable or other claim to, or interest in, such shares or any rights deriving
from such shares, on the part of any other person, including (but without
limitation) a purchaser, assignee or transferee, unless and until such other
person becomes the holder of record of such shares, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such other person.

                  Section 3. Transfer of Shares. The shares of the Corporation
shall be transferable on the stock transfer books of the Corporation by the
holder of record thereof, or his duly authorized attorney or legal
representative, upon endorsement and surrender for cancellation of the
certificates for such shares. All certificates surrendered for transfer shall be
cancelled, and no new certificate

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shall be issued until a former certificate or certificates for a like number of
shares shall have been surrendered and cancelled, except that in the case of a
lost, destroyed or mutilated certificate, a new certificate may be issued
therefor upon such conditions for the protection of the Corporation and any
transfer agent or registrar as the Board of Directors or the Secretary or any
other officer may prescribe.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

                  Section 1. Place of Meetings. All meetings of shareholders
shall be held at the registered office of the Corporation, or at such other
place within or without the State of Texas as may be designated by the Board of
Directors or officer calling the meeting.

                  Section 2. Annual Meeting. The annual meeting of the
shareholders of the Corporation shall be held on such date, within 180 days of
the end of each prior fiscal year, as shall be designated by the Board of
Directors and stated in the notice of the meeting, and on any subsequent day or
days to which such meeting may be adjourned, for the purposes of electing
directors and of transacting such other business as may properly come before the
meeting. The Board of Directors shall designate the place and time for the
holding of such meeting. Failure to designate a time for the annual meeting or
to hold the annual meeting at the designated time shall not work a dissolution
of the Corporation.

                  Section 3. Special Meetings. Special meetings of the
shareholders may be called by the Chairman of the Board, the President or the
Board of Directors. Special meetings of shareholders shall be called by the
Secretary upon the written request of the holders of shares entitled to cast not
less than 50% of all the votes entitled to be cast at such meeting. Such request
shall state the purpose or purposes of such meeting and the matters proposed to
be acted on thereat. Upon receipt of such request and any notice required by
Sections 8 and/or 9 of Article II, the Board of Directors shall set a date for
the special meeting, set a record date in accordance with Article II, Section 5,
and shall cause an appropriate officer of the Corporation to give the notice
required under Article II, Section 4.

                  Section 4. Notice of Meeting. Written notice of all meetings
stating the place, day and hour of the meeting and in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the meeting to the
shareholders of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. Any notice required to
be given to any shareholder under any provision of the Texas Business
Corporation Act or the Articles of Incorporation or these Bylaws need not be
given to the shareholder if (1) notice of two consecutive annual meetings and
all notices of meetings held during the period between those annual meetings, if
any, or (2) all (but in no event less than two) payments (if sent by first class
mail) of distributions or interest on securities during a 12-month period have
been mailed to that person, addressed at his address as shown on the records of
the Corporation, and

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have been returned undeliverable. Any action or meeting taken or held without
notice to such a person shall have the same force and effect as if the notice
had been duly given. If such a person delivers to the Corporation a written
notice setting forth his then current address, the requirement that notice be
given to that person shall be reinstated.

                  Section 5. Fixing of Record Date. The Board of Directors shall
fix and shall have the exclusive authority to fix, in advance, a date as the
record date for the purpose of determining shareholders entitled to notice of or
to vote at any annual or special meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive a distribution by the Corporation
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose. Such date, in any
case, shall be not more than sixty days, and in the case of a meeting of
shareholders not less than ten days, prior to the date on which the particular
action requiring such determination of shareholders is to be taken.

                  Section 6. Voting List. The officer or agent having charge of
the stock transfer books of the Corporation shall make, at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. Failure to comply with any requirements of this Section
6 shall not affect the validity of any action taken at such meeting.

                  Section 7. Voting. Except to the extent otherwise provided in
the Articles of Incorporation, each holder of shares of the Corporation entitled
to vote shall be entitled to one vote for each such share, either in person or
by proxy executed in writing by him or by his duly authorized attorney-in-fact.
No proxy shall be valid after 11 months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless the proxy
form conspicuously states that the proxy is irrevocable and the proxy is coupled
with an interest.

                  Section 8. Nomination of Directors. Subject to the rights of
holders of any class or series of stock having a preference over Common Stock of
the Corporation as to dividends or upon liquidation to elect directors under
specified circumstances, nominations of persons for election to the Board of
Directors may be made only (a) by the Board of Directors or a committee
appointed by the Board of Directors or (b) by any shareholder who is a
shareholder of record at the time of giving of the shareholder's notice provided
for in this Section 8, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 8. A shareholder
wishing to nominate one or more individuals to stand for election in the
election of members of the Board of Directors at an annual or special meeting
must provide written notice thereof to the Board of Directors not less than 80
days in advance of such meeting; provided, however, that in the event that the
date of the meeting was not publicly announced by the Corporation by a mailing
to

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shareholders, a press release or a filing with the Securities and Exchange
Commission pursuant to Section 13(a) or 14(a) of the Securities and Exchange Act
of 1934 more than 90 days prior to the meeting, such notice, to be timely, must
be delivered to the Board of Directors not later than the close of business on
the tenth day following the day on which the date of the meeting was publicly
announced. A shareholder's notice shall set forth (i) the name and address, as
they appear on the Corporation's books, of the shareholder making the nomination
or nominations; (ii) such information regarding the nominee(s) proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee(s) been nominated or intended to be nominated by the Board of Directors;
(iii) a representation of the shareholder as to the class and number of shares
of capital stock of the Corporation that are beneficially owned by such
shareholder, and the shareholder's intent to appear in person or by proxy at the
meeting to propose such nomination; and (iv) the written consent of the
nominee(s) to serve as a member of the Board of Directors if so elected. No
shareholder nomination shall be effective unless made in accordance with the
procedures set forth in this Section 8. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a shareholder
nomination was not made in accordance with the provisions of the Bylaws, and if
the chairman should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.

                  Section 9. Proposals of Shareholders. At any meeting of
shareholders, there shall be conducted only such business as shall have been
brought before the meeting (a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Corporation who is a shareholder of record at
the time of giving of the shareholder's notice provided for in this Section 9,
who shall be entitled to vote at such meeting and who complies with the notice
procedure set forth in this Section 9. For business to be properly brought
before a meeting of shareholders by a shareholder, the shareholder shall have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Corporation not less than 80 days in
advance of such meeting; provided, however, that in the event that the date of
the meeting was not publicly announced by the Corporation by a mailing to
shareholders, a press release or a filing with the Securities and Exchange
Commission pursuant to Section 13(a) or 14(a) of the Securities and Exchange Act
of 1934 more than 90 days prior to the meeting, such notice, to be timely, must
be delivered to the Board of Directors not later than the close of business on
the tenth day following the day on which the date of the meeting was first so
publicly announced. A shareholder's notice shall set forth as to each matter
proposed to be brought before the meeting: (1) a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and, in the event that such business includes a
proposal regarding the amendment of either the Articles of Incorporation or
Bylaws of the Corporation, the language of the proposed amendment; (2) the name
and address, as they appear on the Corporation's books, of the shareholder
proposing such business; (3) a representation of the shareholder as to the class
and number of shares of capital stock of the Corporation that are beneficially
owned by such shareholder, and the shareholder's intent to appear in person or
by proxy at the meeting to propose such business; and (4) any material interest
of such shareholder in such proposal or business. Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at a shareholders
meeting unless brought before the meeting in accordance with the procedure set
forth in this Section 9. The chairman of the meeting shall, if the

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facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of the
Bylaws, and if the chairman should so determine, the chairman shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.

                  Section 10. Quorum and Voting of Shareholders. The holders of
a majority of shares entitled to vote on a matter, represented in person or by
proxy, shall constitute a quorum as to that matter at a meeting of shareholders,
but, if a quorum is not present or represented, a majority in interest of those
present or represented may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. Directors shall be elected by a plurality of
the votes cast by the holders of shares entitled to vote in the election of
directors at a meeting at which a quorum is present and represented. With
respect to any matter, other than the election of directors and other than a
matter for which the affirmative vote of the holders of a specified portion of
the shares entitled to vote is required by law, the Articles of Incorporation or
these Bylaws, the vote of the majority of the shares entitled to vote on, and
voted for or against, that matter at a meeting at which a quorum is present or
represented shall be the act of the shareholders' meeting. In the case of a
matter submitted for a vote of the shareholders as to which a shareholder
approval requirement is applicable under the shareholder approval policy of any
stock exchange or quotation system on which the capital stock of the Company is
traded or quoted, the requirements of Rule 16b-3 under the Exchange Act, or any
provision of the Internal Revenue Code, in each case for which no higher voting
requirement is specified by law, the Articles of Incorporation or these Bylaws,
the vote required for approval shall be the requisite vote specified in such
stockholder approval policy, Rule 16b-3 or Internal Revenue Code provision, as
the case may be (or the highest such requirement if more than one is
applicable).

                  Section 11. Officers. The Chairman of the Board, if there is
one, or otherwise the President, shall, if present, preside at and be the
chairman of, and the Secretary shall keep the records of, each meeting of
shareholders. In the absence of either such officer, his duties shall be
performed by another officer of the Corporation appointed by the Board of
Directors or appointed at the meeting.

                  Section 12. Conduct of Meetings. The chairman of a meeting of
shareholders shall have the power to appoint inspectors of election and to
establish and interpret rules for the conduct of the meeting.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Tenure. The business and affairs of the
Corporation shall be managed by a Board of Directors initially consisting of six
directors. The number of directors may be increased or decreased from time to
time by resolution of the Board of Directors or by due election of that number
of directors by the shareholders, but no decrease by the Board of Directors

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shall have the effect of shortening the term of any incumbent director. Unless
sooner removed in accordance with these Bylaws, members of the Board of
Directors shall hold office until the next annual meeting of shareholders and
until their successors shall have been elected and qualified.

                  Section 2. Qualifications. Directors need not be shareholders
of the Corporation.

                  Section 3. Vacancies. Any vacancy occurring in the Board of
Directors or any directorship to be filled by reason of an increase in the
number of directors may be filled by election at an annual or special meeting of
shareholders called for that purpose or by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the entire Board;
provided, however, that any directorship to be filled by the Board of Directors
by reason of an increase in the number of directors may be filled for a term of
office continuing only until the next election of one or more directors by the
shareholders; and provided, further, that the Board of Directors may not fill
more than two directorships to be filled by reason of an increase in the number
of directors during the period between any two successive annual meetings of
shareholders. Subject to the foregoing, a director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.

                  Section 4. Place of Meeting. Meetings of the Board of
Directors may be held either within or without the State of Texas, at whatever
place is specified by the officer calling the meeting. In the absence of
specific designation, the meetings shall be held at the principal office of the
Corporation.

                  Section 5. Regular Meetings. The Board of Directors shall meet
each year immediately following the annual meeting of the shareholders, at the
place of such meeting, for the transaction of such business as may properly be
brought before it. No notice of annual meetings need be given to either existing
or newly elected members of the Board of Directors. Regular meetings may be held
at such other times as shall be designated by the Board of Directors.

                  Section 6. Special Meetings. Special meetings of the Board of
Directors may be held at any time upon the call of the Chairman of the Board,
the President or any two directors of the Corporation. Notice of special
meetings shall be given to each director, and may be given by any of the
following methods: (a) by mail or telegram sent to the last known business or
residence address of such director at least four days before the meeting, (b) by
facsimile to the last known business or residence facsimile number of such
director transmitted at least two days before the meeting or (c) orally at least
one day before the meeting. For purposes of the foregoing sentence, notice shall
be deemed given (i) by mail, when deposited in the U.S. mail, postage prepaid,
or by telegram, when the telegram is delivered to the telegraph company for
transmittal, (ii) by facsimile, when transmittal is confirmed by the sending
facsimile machine and (iii) orally, when communicated in person or by telephone
to the director or to a person at the business or residence of the director who
may reasonably be expected to communicate it to the director. In calculating the
number of days' notice received by a director, the date the notice is given by
any of the foregoing methods shall be counted, but the date of the meeting to
which the notice relates shall not be counted. Notice of the time, place and
purpose of a special meeting may be waived in writing before or after such
meeting, and shall be equivalent to the giving of notice. Attendance of a
director at such meeting shall also constitute a waiver of notice thereof,
except where the director attends for the announced purpose of objecting

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to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Except as otherwise herein provided, neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

                  Section 7. Quorum. One-half of the number of directors fixed
in the manner provided in these Bylaws as from time to time amended shall
constitute a quorum for the transaction of business, but a smaller number may
adjourn from time to time until they can secure the attendance of a quorum. The
act of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors. Any regular or special
directors' meeting may be adjourned from time to time by those present, whether
a quorum is present or not.

                  Section 8. Committees. The Board of Directors, by resolution
or resolutions passed by a majority of the whole Board of Directors, may
designate one or more members of the Board of Directors to constitute an
Executive Committee and one or more other committees, which shall in each case
consist of such number of directors as the Board of Directors may determine. The
Executive Committee shall have and may exercise, subject to such restrictions as
may be contained in the Articles of Incorporation or that may be imposed by law,
all of the authority of the Board of Directors, including without limitation the
power and authority to declare a dividend and to authorize the issuance of
shares of the Corporation. Each other committee shall have and may exercise such
powers of the Board in the management of the business and affairs of the
Corporation, including without limitation the power and authority to declare a
dividend and to authorize the issuance of shares of the Corporation, as the
Board of Directors may determine by resolution and specify in the respective
resolutions appointing them, subject to such restrictions as may be contained in
the Articles of Incorporation or that may be imposed by law. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. A majority of all the members
of any such committee may fix its rules of procedure, determine its action and
fix the time and place, whether within or without the State of Texas, of its
meetings and specify what notice thereof, if any, shall be given, unless the
Board of Directors shall provide otherwise by resolution. The Board of Directors
shall have power to change the membership of any such committee at any time, to
fill vacancies therein and to disband any such committee, either with or without
cause, at any time. Each committee shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required.

                  Section 9. Compensation. Directors may be paid their expenses,
if any, of attendance at each regular or special meeting of the Board of the
Directors or any committee thereof, and a salary as director as may be fixed by
the Board of Directors from time to time; provided, that nothing contained
herein shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

                  Section 10. Removal. At any special meeting of shareholders
called expressly for the purposes of removal (for which, if called by
shareholders, notice has been given in accordance with Article II, Section 9),
any director or the entire Board of Directors may be removed, either for or
without cause, by the affirmative vote of a majority of the outstanding shares
entitled to vote at elections of directors. Whenever the holders of any class or
series of shares are entitled to elect one


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or more directors by the provisions of the Articles of Incorporation, only the
holders of shares of that class or series shall be entitled to vote for or
against the removal of any director elected by the holders of shares of that
class or series.

                  Section 11. Action Without a Meeting. Any action required or
permitted to be taken at a meeting of directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors or members of the committee, as the case
may be, and such consent shall have the same force and effect as a unanimous
vote at a meeting.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. Officers. The officers of the Corporation shall be
elected by the Board of Directors, and shall consist of a President and a
Secretary. The Board of Directors, in its discretion, may also elect a Chairman
of the Board (who must be a director), a Chief Financial Officer, a Chief
Operating Officer, a Chief Marketing Officer, one or more Vice Presidents, a
Treasurer and such other officers as the Board of Directors may from time to
time designate, all of whom shall hold office until their successors are elected
and qualified. Any two or more offices may be held by the same person. The Board
of Directors may designate which of such officers are to be treated as executive
officers for purposes of these Bylaws or for any other purpose.

                  The salaries of the officers shall be determined by the Board
of Directors, and may be altered by the Board of Directors from time to time
except as otherwise provided by contract. All officers shall be entitled to be
paid or reimbursed for all costs and expenditures incurred in the Corporation's
business.

                  Section 2. Vacancies. Whenever any vacancies shall occur in
any office by death, resignation, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is chosen and
qualified.

                  Section 3. Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

                  Section 4. Chairman of the Board. The Chairman of the Board,
if there is one, shall, if present, preside at all meetings of the shareholders
and of the Board of Directors. If so designated by the Board of Directors, the
Chairman of the Board shall be the chief executive officer of the Corporation.
The Chairman of the Board may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of Directors,
certificates for shares of the Corporation, any deeds, mortgages, bonds,
contracts or other instruments which the Board of

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Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed and executed; and in general shall
perform all duties incident to the office of Chairman of the Board and such
other duties as may be prescribed by the Board of Directors from time to time.

                  Section 5. President. The President shall, subject to the
control of the Board of Directors and the Chairman of the Board, if there is
one, in general supervise and control all of the business and affairs of the
Corporation. In the absence of the Chairman of the Board, or if there is none,
the President shall preside at all meetings of the shareholders and (if the
President is a director) of the Board of Directors. If so designated by the
Board of Directors, the President shall be the chief executive officer of the
Corporation. The President may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of Directors,
certificates for shares of the Corporation, any deeds, mortgages, bonds,
contracts or other instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed and executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.

                  Section 6. Chief Operating Officer. The Chief Operating
Officer shall, subject to the control of the Board of Directors, the President
and the Chairman of the Board, if there is one, in general assist the chief
executive officer, and shall perform all duties relating to the general
management and operation of the Corporation incident to the office of Chief
Operating Officer and such other duties as may be prescribed by the Board of
Directors from time to time.

                  Section 7. Chief Financial Officer. The Chief Financial
Officer shall, subject to the control of the Board of Directors, the President
and the Chairman of the Board, if there is one, in general assist the chief
executive officer, and shall perform all duties relating to the general
management and operation (with specific attention to financial matters) of the
Corporation incident to the office of Chief Financial Officer and such other
duties as may be prescribed by the Board of Directors from time to time.

                  Section 8. Chief Marketing Officer. The Chief Marketing
Officer shall, subject to the control of the Board of Directors, the President
and the Chairman of the Board, if there is one, in general assist the chief
executive officer, and shall perform all duties relating to the management and
operation (with specific attention to marketing matters) of the Corporation
incident to the office of Chief Marketing Officer and such other duties as may
be prescribed by the Board of Directors from time to time.

                  Section 9. Vice President. Any Vice President may perform the
usual and customary duties that pertain to such office (but no unusual or
extraordinary duties or powers conferred by the Board of Directors upon the
President) and, under the direction and subject to the control of the Board of
Directors, such other duties as may be assigned to a Vice President.

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                  Section 10. Secretary. It shall be the duty of the Secretary
to attend all meetings of the shareholders and Board of Directors and record
correctly the proceedings had at such meetings in a book suitable for that
purpose. It shall also be the duty of the Secretary to attest with his signature
and the seal of the Corporation all stock certificates issued by the Corporation
and to keep a stock ledger in which shall be correctly recorded all transactions
pertaining to the capital stock of the Corporation. The Secretary shall also
attest with his signature and the seal of the Corporation all deeds, conveyances
or other instruments requiring the seal of the Corporation. The person holding
the office of Secretary shall also perform, under the direction and subject to
the control of the Board of Directors, such other duties as may be assigned to
the Secretary. The duties of the Secretary may also be performed by any
Assistant Secretary.

                  Section 11. Treasurer. The Treasurer shall keep such moneys of
the Corporation as may be entrusted to his keeping and account for the same. The
Treasurer shall be prepared at all times to give information as to the condition
of the Corporation and shall make a detailed annual report of the entire
business and financial condition of the Corporation. The person holding the
office of Treasurer shall also perform, under the direction and subject to the
control of the Board of Directors, such other duties as may be assigned to the
Treasurer. The duties of the Treasurer may also be performed by any Assistant
Treasurer.

                  Section 12. Other Officers. Assistant Secretaries, if any, and
Assistant Treasurers, if any, shall have the duties set forth in Sections 10 and
11, respectively, of this Article IV. Any officer whose duties are not set forth
in Sections 4 through 11 of this Article IV shall have such duties as the Board
of Directors or the President may prescribe.

                  Section 13. Delegation of Authority. In the case of any
absence of any officer of the Corporation or for any other reason that the Board
may deem sufficient, the Board of Directors may delegate some or all of the
powers or duties of such officer to any other officer or to any director,
employee, shareholder or agent for whatever period of time seems desirable.

                                    ARTICLE V

                                    INDEMNITY


                Section 1. Indemnification of Directors and Executive
Officers. Each person who at any time shall serve, or shall have served, as a
director or executive officer of the Corporation, or any person who, while a
director or executive officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise (each such person referred to herein
as an "Indemnitee"), shall be entitled to indemnification as and to the fullest
extent permitted by Article 2.02-1 of the Texas Business Corporation Act or any
successor statutory provision, as from time to time amended (the "T.B.C.A.").
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which those to be indemnified may be entitled as a matter of law
or under any agreement, other provision of these Bylaws, vote of shareholders or
directors, or other arrangement. The Corporation may enter into indemnification
agreements with its officers

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<PAGE>   11

and directors that contractually provide to them the benefits of the provisions
of this Article V and include related provisions meant to facilitate the
Indemnitees' receipt of such benefits and such other indemnification protections
as may be deemed appropriate.

                  Section 2. Advancement or Reimbursement of Expenses. The
rights of Indemnitee provided under the preceding section shall include, but not
be limited to, the right to be indemnified and to have expenses advanced in all
proceedings to the fullest extent permitted by Article 2.02-1 of the T.B.C.A. In
the event that an Indemnitee is not wholly successful, on the merits or
otherwise, in a proceeding but is successful, on the merits or otherwise, as to
any claim in such proceeding, the Corporation shall indemnify Indemnitee against
all expenses actually and reasonably incurred by him or on his behalf relating
to each claim. The termination of a claim in a proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim.
In addition, to the extent an Indemnitee is, by reason of his corporate status,
a witness or otherwise participates in any proceeding at a time when he is not
named a defendant or respondent in the proceeding, he shall be indemnified
against all expenses actually and reasonably incurred by him or on his behalf in
connection therewith. The Corporation shall pay all reasonable expenses incurred
by or on behalf of Indemnitee in connection with any proceeding or claim,
whether brought by the Corporation or otherwise, in advance of any determination
respecting entitlement to indemnification pursuant to this Article V within ten
days after the receipt by the Corporation of a written request from Indemnitee
reasonably evidencing such expenses and requesting such payment or payments from
time to time, whether prior to or after final disposition of such proceeding or
claim; provided that the Indemnitee undertakes and agrees in writing that he
will reimburse and repay the Corporation for any expenses so advanced to the
extent that it shall ultimately be determined by a court, in a final
adjudication from which there is no further right of appeal, that Indemnitee is
not entitled to be indemnified against such expenses.

                  Section 3. Determination of Request. Upon written request to
the Corporation by an Indemnitee for indemnification pursuant to these Bylaws, a
determination, if required by applicable law, with respect to Indemnitee's
entitlement thereto shall be made in accordance with Article 2.02-1 of the
T.B.C.A. provided, however, that notwithstanding the foregoing, if a Change in
Control shall have occurred, such determination shall be made by Independent
Counsel selected by the Indemnitee, unless the Indemnitee shall request that
such determination be made in accordance with Article 2.02-1F (1) or (2). The
Corporation shall pay any and all reasonable fees and expenses of Independent
Counsel incurred in connection with any such determination. If a Change in
Control shall have occurred, the Indemnitee shall be presumed (except as
otherwise expressly provided in this Article) to be entitled to indemnification
under this Article upon submission of a request to the Corporation for
indemnification, and thereafter the Corporation shall have the burden of proof
in overcoming that presumption in reaching a determination contrary to that
presumption. The presumption shall be used by Independent Counsel, or such other
person or persons determining entitlement to indemnification, as a basis for a
determination of entitlement to indemnification unless the Corporation provides
information sufficient to overcome such presumption by clear and convincing
evidence or the investigation, review and analysis of Independent Counsel or
such other person or persons convinces him or them by clear and convincing
evidence that the presumption should not apply.

                                      -11-

<PAGE>   12

                  Section 4. Effect of Certain Proceedings. The termination of
any proceeding or of any claim in a proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Article) by itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did conduct himself in good faith and in a manner that he reasonably
believed in the case of conduct in his official capacity, that was in the best
interests of the Corporation or, in all other cases, that was not opposed to the
best interests of the Corporation or, with respect to any criminal proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful
and Indemnitee shall be deemed to have been found liable in respect of any claim
only after he shall have been so adjudged by a court in competent jurisdiction
after exhaustion of all appeals therefrom.

                  Section 5. Expenses of Enforcement of Article. In the event
that Indemnitee, pursuant to this Article V, seeks a judicial adjudication to
enforce his rights under, or to recover damages for breach of, rights created
under or pursuant to this Article, Indemnitee shall be entitled to recover from
the Corporation, and shall be indemnified by the Corporation against, any and
all expenses actually and reasonably incurred by him in such judicial
adjudication but only if he prevails therein. If it shall be determined in said
judicial adjudication that Indemnitee is entitled to receive part but not all of
the indemnification or advancement of expenses sought, the expenses incurred by
Indemnitee in connection with such judicial adjudication shall be reasonably
prorated in good faith by counsel for Indemnitee. Notwithstanding the foregoing,
if a Change in Control shall have occurred, Indemnitee shall be entitled to
indemnification under this Section regardless of whether Indemnitee ultimately
prevails in such judicial adjudication.

                  Section 6. Indemnification of other Officers, Employees and
Agents. The Corporation, by adoption of a resolution of the Board of Directors,
may indemnify and advance expenses to an officer who is not an executive
officer, an employee or agent of the Corporation to the same extent and subject
to the same conditions (or to such lesser extent and/or with such other
conditions as the Board of Directors may determine) under which it may indemnify
and advance expenses to an Indemnitee under this Article V; and the Corporation
may indemnify and advance expenses to persons who are not or were not directors,
officers, employees or agents of the Corporation, but who are or were serving at
the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic 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 to the same extent and subject to the same conditions (or to such
lesser extent and/or with such other conditions as the Board of Directors may
determine) that it may indemnify and advance expenses to Indemnitees under this
Article V.

                  Section 7. Insurance and Self-Insurance Arrangements. The
Corporation may procure or maintain insurance or other similar arrangements, at
its expense, to protect itself and any Indemnitee against any expense, liability
or loss asserted against or incurred by such person, incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
Corporation would have the power to indemnify such person against such expense
or liability. In considering the cost and availability of such insurance, the
Corporation, (through the exercise of the business judgment of its directors and
officers), may from time to time, purchase insurance which provides

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<PAGE>   13

for any and all of (i) deductibles, (ii) limits on payments required to be made
by the insurer, or (iii) that is available to the Corporation but which the
officers or directors of the Corporation determine is inadvisable for the
Corporation to purchase given the cost involved. The purchase of insurance with
deductibles, limits on payments and coverage exclusions will be deemed to be in
the best interest of the Corporation but may not be in the best interest of
certain of the persons covered thereby. As to the Corporation, purchasing
insurance with deductibles, limits on payments, and coverage exclusions is
similar to the Corporation's practice of self-insurance in other areas. In order
to protect the Indemnitees who would otherwise be more fully or entirely covered
under such policies, the Corporation shall indemnify and hold each of them
harmless as provided in Section 1 of this Article V, without regard to whether
the Corporation would otherwise be entitled to indemnify such officer or
director under the other provisions of this Article V, or under any law,
agreement, vote of shareholders or directors or other arrangement, to the extent
(i) of such deductibles, (ii) of amounts exceeding payments required to be made
by an insurer or (iii) that policies of officer's and director's liability
insurance that are available, were available or which become available to the
Corporation or which are generally available to companies comparable to the
Corporation but which the officers or directors of the Corporation determine is
inadvisable for the Corporation to purchase, given the cost involved.
Notwithstanding the foregoing provision of this Section 7, no Indemnitee shall
be entitled to indemnification for the results of such person's conduct that is
intentionally adverse to the interests of the Corporation. This Section 7 is
authorized by Section 2.02-1(R) of the Texas Business Corporation Act as in
effect on September 27, 1995, and further is intended to establish an
arrangement of self-insurance pursuant to that section.

                  Section 8. Severability. If any provision or provisions of
this Article shall be held to be invalid, illegal or unenforceable for any
reason whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Article shall be construed so as
to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.

                  Section 9. Definitions. The following terms are used herein as
follows:

                  "Change in Control" means a change in control of the
         Corporation occurring after the date of adoption of these Bylaws of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A (or in response to any similar item
         on any similar schedule or form) promulgated under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
         the Corporation is then subject to such reporting requirement;
         provided, however, that, without limitation, such a Change in Control
         shall be deemed to have occurred if at any time after the date of
         adoption of these Bylaws (i) any "person" (as such term is used in
         Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Corporation representing
         40% or more of the combined voting power of the Corporation's then
         outstanding securities without the prior approval of at least
         two-thirds of the members of the Board of Directors in office
         immediately prior to such person attaining such percentage interest;
         (ii) the Corporation is a party to a merger, consolidation, share
         exchange, sale of assets or other reorganization, or a proxy contest,
         as a consequence of which members of the Board of Directors in office

                                      -13-
<PAGE>   14

         immediately prior to such transaction or event constitute less than a
         majority of the Board of Directors thereafter or (iii) during any
         15-month period, individuals who at the beginning of such period
         constituted the Board of Directors (including for this purpose any new
         director whose election or nomination for election by the Corporation's
         shareholders was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period) cease for any reason to constitute at least a majority of
         the Board of Directors.

                  "corporate status" means the status of a person who is or was
         a director, officer, partner, employee, agent or fiduciary of the
         Corporation or of any other corporation, partnership, joint venture,
         trust, employee benefit plan or other enterprise which such person is
         or was serving at the request of the Corporation.

                  "Disinterested Director" means a director of the Corporation
         who is not a named defendant or respondent to the proceeding or subject
         to a claim in respect of which indemnification is sought by Indemnitee.

                  "Independent Counsel" means a law firm, or a member of a law
         firm, that is experienced in matters of corporation law and neither
         contemporaneously is, nor in the five years theretofore has been,
         retained to represent: (a) the Corporation or Indemnitee in any matter
         material to either such party, (b) any other party to the proceeding
         giving rise to a claim for indemnification hereunder or (c) the
         beneficial owner, directly or indirectly, of securities of the
         Corporation representing 40% or more of the combined voting power of
         the Corporation's then outstanding voting securities. Notwithstanding
         the foregoing, the term "Independent Counsel" shall not include any
         person who, under the applicable standards of professional conduct then
         prevailing, would have a conflict of interest in representing either
         the Corporation or Indemnitee in an action to determine Indemnitee's
         rights to indemnification under these Bylaws.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

                  Section 1. Amendments. These Bylaws may be amended or
repealed, or new Bylaws adopted, (a) by the Board of Directors, unless the
shareholders in amending, repealing or adopting a particular Bylaw expressly
provide that the Board of Directors may not amend or repeal that bylaw or unless
the Articles of Incorporation or the Texas Business Corporation Act reserves the
power to take such action to the shareholders in whole or part or (b) by the
shareholders, unless the Articles of Incorporation or a bylaw adopted by the
shareholders provides otherwise as to all or some portion of the Bylaws;
provided that any amendment or repeal of the Bylaws by the shareholders may only
be effected at a shareholders meeting for which notice has been given pursuant
to Article II, Section 9 of these Bylaws.

                  Section 2. Waiver. Whenever any notice is required to be given
to any shareholder, director or committee member under the provisions of any
law, the Articles of Incorporation or these

                                      -14-
<PAGE>   15


Bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice.

                  Section 3. Conference Telephone Meetings. Meetings of
shareholders, directors, or any committee thereof, may be held by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

                  Section 4. Offices. The principal office of the Corporation
shall be located in Houston, Texas, unless and until changed by resolution of
the Board of Directors. The Corporation may also have offices at such other
places as the Board of Directors may from time to time designate, or as the
business of the Corporation may require.

                  Section 5. Resignations. Any director or officer may resign at
any time. Such resignations 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 President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the
resignation.

                  Section 6. Seal. The seal of the Corporation shall be circular
in form with a five pointed star in the center and the name of the Corporation
around the margin thereof, or in such other form as may be fixed by resolution
of the Board of Directors.

                  Section 7. Fiscal Year. The fiscal year of the Corporation
shall be the year beginning on October 1, or such other fiscal year as shall be
fixed by the resolution of the Board of Directors.

                               Attested to by the Secretary of EGL, Inc. as
                               adopted by the Board of Directors of EGL, Inc. on
                               September 29, 1995 and as amended on November 17,
                               1995 and July 26, 2000.


                               /s/  Michael D. Slaughter
                               -------------------------
                                    Michael D. Slaughter
                                         Secretary


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