AMENDED
AND RESTATED BY-LAWS


OF
MIDSOUTH BANCORP, INC.




December
19, 2007









SECTION
1




OFFICES




1.1  Principal
Office.  The principal office of the Corporation shall be
located at 102 Versailles Boulevard, Lafayette, Louisiana 70501.




1.2  Additional
Offices.  The Corporation may have offices at such other places
as the Board of Directors may from time to time determine or the business of the
Corporation may require.




SECTION
2




SHAREHOLDERS’
MEETINGS




2.1  Place of
Meetings.Unless otherwise required by law or the Articles of
Incorporation, all meetings of the shareholders shall be held at the principal
office of the Corporation or at such other place, within or without the State of
Louisiana, as may be designated by the Board of Directors.




2.2  Annual Meetings.  An
annual meeting of the shareholders shall be held each year on the date and at
the time as the Board of Directors shall designate, for the purpose of electing
directors and for the transaction of such other business as may be properly
brought before the meeting.  If no annual shareholders’ meeting is
held for a period of eighteen months, any shareholder may call such meeting to
be held at the registered office of the Corporation.




2.3  Special
Meetings.  Special meetings of the shareholders, for any
purpose or purposes, may be called at any time by a majority of Continuing
Directors, as defined in the Articles of Incorporation, the Chairman of the
Board, if the Chairman of the Board is a Continuing Director, or the President
if the selection of the President was approved by at least a majority of the
Continuing Directors.  Special meetings of the shareholders may he
called by the shareholders only in the manner set forth in Article VI of the
Articles of Incorporation.




2.4  Notice of
Meetings.  Except as otherwise provided by law or the Articles
of Incorporation, the authorized person or persons calling a shareholders’
meeting shall cause written notice of the time, place and purpose of the meeting
to be given to all shareholders entitled to vote at such meeting, at least 10
days and not more than 60 days prior to the day fixed for the
meeting.  Notice of the annual meeting need not state the purpose or
purposes thereof, unless action is to be taken at the meeting as to which notice
is required by law, the Articles of Incorporation or the
By-laws.  Notice of a special meeting shall state the purpose or
purposes thereof, and the business conducted at any special meeting shall be
limited to the purpose or purposes stated in the notice.




2.5  List of
Shareholders.  At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such shareholder on
the record date for the meeting, shall be produced on the request of any
shareholder.




2.6  Quorum.  At all
meetings of shareholders, the holders of a majority of the Total Voting Power
(as defined in Article III(D) of the Articles of Incorporation) shall constitute
a quorum.  For purposes of determining whether a meeting has been duly
organized, a shareholder deemed present for any purpose at the meeting shall be
deemed present for purposes of determining whether the meeting is duly
organized.




2.7  Voting.  When any
shareholders’ meeting has been duly organized, directors shall be elected by
plurality vote, and each question brought before the meeting shall be decided by
the vote specified in Article IX Paragraphs A and B of the Articles of
Incorporation.




If
a plurality vote or the affirmative vote of a majority of the votes cast is
required to constitute shareholder action, abstentions shall be counted as votes
not cast.  If the affirmative vote of a portion of the voting power
present is required to constitute shareholder action, broker non votes shall be
counted as not present and not cast.




2.8  Proxies.  At any
meeting of the shareholders, every shareholder having the right to vote shall be
entitled to vote in person or by proxy.  A proxy must be appointed by
an instrument in writing executed by such shareholder and bearing a date not
more than eleven months prior to the meeting, unless the instrument provides for
a longer period of validity, but in no case shall an outstanding proxy be valid
for longer than three years from the date of its execution.  In no
event, however, may a proxy be voted at a meeting called pursuant to La. RS.
12:138 unless it is executed and dated by the shareholder within 30 days of the
date of such meeting.  The person appointed as proxy need not be a
shareholder of the Corporation.  A proxy must be filed with the
Secretary of the Corporation at or before the meeting.  The revocation
of a revocable proxy shall not be effective until written notice thereof has
been given to the Secretary of the Corporation or unless a proxy of a later date
is filed with the Secretary of the Corporation at or before the
meeting.  A shareholder present in person at the meeting who votes in
person at the meeting in a manner inconsistent with a proxy filed on the
shareholder’s behalf shall be deemed to have revoked such proxy as it relates to
the matter voted upon in person­




2.9  Adjournments.Adjournments
of any annual or special meeting of shareholders may be taken without new notice
being given unless a new record date is fixed for the adjourned meeting, but any
meeting at which directors are to be elected shall be adjourned only from day to
day until such directors shall have been elected.




2.10  Withdrawal.  If a
quorum is present or represented at a duly organized shareholders’ meeting, such
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum as fixed in
Section 2.6 of these By-laws, or the refusal to vote or abstention of any
shareholder.




2.11  Lack of Quorum.  If
a meeting cannot be organized because a quorum has not attended, those present
may adjourn the meeting to such time and place as they may determine, subject,
however, to the provisions of Section 2.9 hereof.  In the case of any
meeting called for the election of directors, those who attend the second of
such adjourned meetings, although less than a quorum, as fixed in Section 2.6
hereof, shall nevertheless be deemed to constitute a quorum for the purpose of
electing directors.




2.12  Presiding Officer, Secretary of the
Meeting and Judges of Election.  The Chairman of the Board if a
Continuing Director or, in his or her absence, the President, if at least a
majority of Continuing Directors has approved the selection of the President,
or, in their absence, a chairman designated by the Continuing Directors (defined
in Article IV Paragraph C of the Articles of Incorporation), shall preside at
all shareholders’ meetings.  The presiding officer shall determine the
order of business and the procedure at any shareholders’ meeting, including such
regulation of the manner of voting and the conduct of discussion as he or she
deems appropriate.  The Secretary of the Corporation or, in his or her
absence, a secretary designated by the presiding officer, shall be the secretary
for shareholders’ meetings.  The Judges of Election for each
shareholders’ meeting shall be appointed by the Continuing
Directors.  All questions related to the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
the Judges of Election.




SECTION
3




DIRECTORS




3.1  Number.  All of the
corporate powers shall be vested in, and the business and affairs of the
Corporation shall be managed by, a Board of Directors.  Except as
otherwise fixed by or pursuant to Article III of the Articles of Incorporation
(as it may be duly amended from time to time) relating to the rights of the
holders of Preferred Stock to elect additional directors by class vote, the
Board of Directors shall consist of nine natural persons.  If, after
proxy materials for any meeting of shareholders at which directors are to be
elected are mailed to shareholders, any person or persons named therein to be
nominated at the direction of the Board of Directors becomes unable or unwilling
to serve, the foregoing number of authorized directors shall be automatically
reduced by a number equal to the number of such persons unless the Board of
Directors selects an additional nominee or nominees to replace such
persons.  No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent
director.  No director need be a shareholder.




3.2  Powers.  The Board
may exercise all such powers of the Corporation and do all such lawful acts and
things which are not by law, the Articles of Incorporation or these By-laws
directed or required to be done by the shareholders.




3.3  Classes.  The Board
of Directors shall be divided into classes in the manner described in Article
IV(B) of the Articles of Incorporation.




3.4  Nominations.  Only
persons nominated in accordance with Article IV(H) of the Articles of
Incorporation shall be eligible for election as directors.




3.5  Vacancies.  The
office of a director shall become vacant only if be or she dies, is interdicted,
resigns or is removed from office as provided in Article IV(D) of the Articles
of Incorporation.




3.6  Filling
Vacancies.  Any vacancy on the Board shall be filled only as
provided in Article IV(D) of the Articles of Incorporation.




3.7  Removal.  Any
director may be removed only in the manner provided in Article IV(E) of the
Articles of Incorporation




3.8  Directors Elected by Preferred
Shareholders.  Notwithstanding anything in these By-laws to the
contrary, whenever the holders of Preferred Stock shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
provisions of the Articles of Incorporation (as they may be duly amended from
time to tithe) fixing the rights and preferences of such preferred stock shall
govern with respect to the nomination, election, term, removal, vacancies or
other related matters with respect to such directors.




3.9  Compensation of
Directors.  Directors shall receive such compensation for their
services, in their capacity as directors, as may be fixed by resolution of the
Board of Directors; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.




3.10  Chairman of the
Board.  The Board shall select and have the power to remove a
Chairman who shall preside at all meetings of the Board of Directors and shall
perform such other duties as the Board shall authorize.




3.11  Advisory
Directors.




(a)  Subject
to the following paragraphs, the Board of Directors may create one or more
Advisory Boards, select the members of each to serve at the discretion of, and
be subject to removal by, the Board of Directors, determine their compensation,
determine how any such Board shall be designated (e.g. Texas Market Board) and
specify their functions and meeting frequency.




(b)  No
person shall be a member of any Advisory Board,




(i)  who
shall not have executed a confidentiality agreement in form and substance
satisfactory to counsel, or




(ii)  whose
appointment or service would be prohibited by the Depository Institution
Management Interlocks Act and regulations thereunder.




(c)  In
order to assure that any member of an Advisory Board appointed pursuant hereto
is not subject as such to Regulation O of the Federal Reserve Board, no Advisory
Board or member thereof is or shall be authorized to vote on matters before the
Board of Directors, and the functions of any Advisory Board or any member
thereof shall not extend beyond providing general policy advice to the Board of
Directors or its designated officials.




SECTION
4




MEETINGS
OF THE BOARD




4.1  Place of
Meetings.  The meetings of the Board of Directors may be held
at such place within or without the State of Louisiana as a majority of the
directors may from time to time appoint.




4.2  Initial Meetings;
Notice.  The first meeting of each newly-elected Board shall be
held immediately following the shareholders’ meeting at which the Board, or any
class thereof, is elected and at the same place as such meeting, and no notice
of such first meeting shall be necessary in order legally to constitute the
meeting.




4.3  Regular Meetings;
Notice.  Regular meetings of the Board maybe held at such times
as the Board may from time to time determine.  If regular nice Ling
dates are fixed by the Board at a directors’ meeting, the Secretary shall give
each director written notice of such dates by placing such notice in the United
States mail, postage prepaid, addressed to the director at his or her address
appearing on the Corporation’s records.  The notice shall be deemed
given when so mailed at least five business days prior to the first meeting
date.  No other notice of regular meetings shall be
required.




4.4  Special Meetings;
Notice.  Special meetings of the Board may be called by the
Chairman of the Board if the Chairman of the Board is a Continuing Director, or
the President, if the selection of the President was approved by at least a
majority of the Continuing Directors, on 24 hours’ notice given to each
director, either personally or by telephone, telex telecopy or any other
comparable form of facsimile communication.  Notice of special
meetings of the Board shall also be deemed to have been given when delivered to
a third party company or governmental entity providing delivery services in the
ordinary course of business, that guaranteed delivery of the notice to the
director at his or her address as it appears on the Corporation’s records no
later than 24 hours before the special meeting.  Special meetings
shall be called by the Secretary in like manner and on like notice on the
written request of a majority of all of the Continuing Directors, and if such
officer fails or refuses; or is unable within 24 hours, to call a meeting when
requested, then the directors making the request may call the meeting on 48
hours’ notice given to each director in the manner described
above.  The notice of a special meeting of directors need not state
its purpose or purposes, but if the notice states a purpose or purposes, the
business to be conducted at the special meeting shall be limited to the purpose
or purposes stated in the notice.




4.5  Quorum and Vote.  A
majority of all of the directors shall be necessary to constitute a quorum for
the transaction of business.  Except as otherwise provided by law, the
Articles of Incorporation or these By-laws, the acts of a majority of the
directors present at a duly-organized meeting shall be the acts of the
Board.  If a quorum is not present at any meeting of the Board of
Directors, the directors present may adjourn the meeting from time to time
without notice other than announcement at the meeting, until a quorum is
present­.




4.6  Withdrawal.  If a
quorum is present when the meeting convened, the directors present may continue
to do business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum as fixed in Section 4.5 hereof or the
refusal of any director present to vote.




4.7  Action by Written
Consent.  Any action that may be taken at a meeting of the
Board, or any committee thereof, may be taken by a consent in writing, signed by
all of the directors or by all members of the committee, as the case may be, and
filed with the records of proceedings of the Board or committee.




4.8  Meetings by Telephone or Similar
Communication.  Members of the Board may participate at and be
present at any meeting of the Board or any committee thereof by means of
conference telephone or similar communications equipment if all persons
participating in such meeting can hear and communicate with each
other.




SECTION
5




COMMITTEES
OF THE BOARD




5.1  The Board may designate
one nr more committees, each committee to consist of two or more of the
directors of the Corporation (and one or more directors may be named as
alternate members to replace any absent or disqualified regular
members).  As long as there are at least two Continuing Directors, a
majority of any committee shall consist of Continuing Directors.  To
the extent provided by resolution of the Board or these By-laws, each committee
shall have and may exercise the powers of the Board in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to documents.  Such committee or
committees shall have such name or names as may be stated in these By-laws, or
as may be determined, from time to time, by the Board.  Any vacancy
occurring in any such committee shall be filled by the Board, but the President
may designate another director to serve on the committee pending action by the
Board.  Each member of a committee shall hold office during the term
designated by the Board.




5.2  Continuing Directors’
Committee.  The Continuing Directors’ Committee, the members of
which shall be all Continuing Directors, shall have the power to act on any
matter requiring approval or authorization of Continuing Directors.




SECTION
6




NOTICES




6.1  Form of
Delivery.  Whenever under the provisions of law, the Articles
of Incorporation or these By-laws notice is required to be given to any
shareholder or director, it shall not he construed to mean personal notice
unless otherwise specifically provided by law, the Articles of Incorporation or
these By-laws, but such notice may be given by mail, addressed to such
shareholder or director at his or her address as it appears on the records of
the Corporation, with postage thereon prepaid.  Notices given by mail
shall be deemed to have been given at the time they are deposited in the United
States mail.  Notwithstanding this Section 6.1, notices of regular and
special meetings of the Board shall be governed by Section 43 and 4.4 of these
By-laws, respectively.




6.2  Waiver.  Whenever
any notice is required to be given by law, the Articles of Incorporation or
these By-laws, a waiver thereof in writing signed at any time by the person or
persons entitled to such notice shall be deemed equivalent
thereto.  In addition, notice shall be deemed to have been given to,
or waived by, any shareholder or director who attends a meeting of shareholders
or directors in person, or is represented at such meeting by proxy or, in the
case of a director, participates in a meeting by telephone, without protesting
at the commencement of the meeting the transaction of any business because the
meeting is not lawfully called or convened.




SECTION
7




OFFICERS




7.1  Designations.  The
officers of the Corporation shall be elected by the directors and shall be the
President, Secretary and Treasurer.  The Board of Directors may
appoint one or more Vice Presidents and such other officers as it shall deem
necessary, who shall bold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.  More than one office may be held by one person, provided that
no person holding more than one office may sign, in more than one capacity, any
certificate or other instrument required .by law to be signed by two
officers.




7.2  Term of Office.  The
officers of the Corporation shall hold office at the pleasure of the Board of
Directors.  Except as otherwise provided in the resolution of the
Board of Directors electing any officer, each officer shall hold office until
the first meeting of the Board of Directors after the annual meeting of
shareholders next succeeding his or her election, and until his or her successor
is elected and qualified or until his or her earlier resignation or
removal.  Any officer may resign at any time upon written notice to
the Board, Chairman of the Board, President or Secretary of the
Corporation.  Such resignation shall take effect at the time specified
therein and acceptance of such resignation shall not be necessary to make it
effective.  The Board may remove any officer with or without cause at
any time.  Any such removal shall be without prejudice to the
contractual rights of such officers, if any, with the Corporation, but the
election of an officer shall not in and of itself create contractual
rights.  Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board at any regular or special meeting.




7.3  The President.  The
President shall have general and active responsibility for the management of the
business of the Corporation, and, unless otherwise provided by the Board, shall
be the chief executive and chief operating officer of the
Corporation.  The President shall supervise the daily operations of
the business of the Corporation and shall ensure that all orders, policies and
resolutions of the Board are carried out.




7.4  The Vice
Presidents.  The Vice Presidents (if any) shall perform such
duties as the President or the Board of Directors shall prescribe.




7.5  The Secretary.  The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose.  He or she shall give, or cause to
be given, notice of all meetings of the shareholders and regular and special
meetings of the Board, and shall perform such other duties as may be prescribed
by the Board or President.  He or she shall keep in safe custody the
seal of the Corporation, if any, and affix such seal to any instrument requiring
it.  The Secretary shall have the power to certify at any time as to
the number of directors authorized and as to L ho class to which each director
has been elected or assigned.




7.6  The Treasurer.  The
Treasurer shall have custody of the corporate funds and shall keep or cause to
be kept full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may he designated by the Board of Directors.  He or she shall disburse
the funds of the Corporation only for proper corporate purposes or as may he
ordered by the Board and shall render to the President and to the Board,
whenever they may request it, an account of all his or her transactions as
Treasurer and of the financial condition and results of operations of the
Corporation.




SECTION
8




OFFICERS




8.1  Certificates.  Every
holder of stock in the Corporation shall be entitled to have a certificate
signed by the President or a Vice President and the Secretary or an Assistant
Secretary evidencing the number and class (and series, if any) of shares owned
by him or her and containing such information as required by
law.  Shares of stock of the Corporation may be certificated or
uncertificated.  If any stock certificate is countersigned by a
transfer agent or registrar other than the Corporation itself or an employee of
the Corporation, the signature of any such officer may be a
facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be an officer, transfer agent or registrar of the Corporation
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person or entity were an officer, transfer agent or
registrar of the Corporation on the date of issue.  Within a
reasonable time after the increase or transfer of any uncertificated shares, the
Corporation shall cause to be sent to the holder a written statement of the
information required by law to be contained on certificates for certificated
shares.




8.2  Missing
Certificates.  The President may direct new certificates or
uncertificated shares to be issued in place of any certificates theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the Corporation’s receipt of an affidavit of that fact from the person claiming
the certificate of stock to be lost, stolen or destroyed.  As a
condition precedent to the issuance of a new certificate or certificates or
uncertificated shares, the President shall, unless dispensed with by the Board
of Directors, require the owner of such lost, stolen or destroyed certificates,
or his legal representative, to (a) give the Corporation a bond or (b) enter
into a written indemnity agreement, in each case in an amount appropriate to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificates alleged to have been lost, stolen
or destroyed.




8.3  Transfers.  Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.  Upon
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such shares shall be cancelled, issuance of new
equivalent uncertificated shares or certificated shares shall be made to the
person(s) entitled thereto and the transfer shall be recorded on the books of
the Corporation.




SECTION
9




DETERMINATION
OF SHAREHOLDERS




9.1  Record Date.  For
the purpose of determining shareholders entitled to notice of and to vote at a
meeting, or to receive a dividend, or to receive or exercise subscription or
other rights, or to participate in a reclassification of stock, or in order to
make a determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a record date for determination of shareholders for
such purpose, such date to be not more than 60 days and, if fixed for the
purpose of determining shareholders entitled to notice of and to vote at a
meeting not less than 10 days., prior to the date on which the action requiring
the determination of shareholder is to he taken.




9.2  Registered
Shareholders.  Except as otherwise provided by law the
Corporation and its directors, officers and agents may recognize and treat a
person registered on its records as the owner of shares as the owner in fact
thereof for all purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of such shares, and
the Corporation’s and its directors’, officers’ and agents’ rights under this
section shall not be affected by any actual or constructive notice that the
..Corporation, or any of its directors, officers or agents, mayhave to the
contrary.




SECTION
10




INDEMNIFICATION




10.1  Definitions.  As
used in this section the following terms shall have the meanings set forth
below:




(a)  “Board”
- the Board of Directors of the Corporation.




(b)  “Claim”
- any threatened, pending or completed claim, action, suit, or proceeding,
whether civil, criminal, administrative or investigative and whether made
judicially or extra judicially, or any separate issue or matter therein, as the
context requires.




(c)  “Determining
Body” - (i) those members of the Board who are not named as parties to the Claim
for which indemnification is being sought (‘Impartial Direc­tors”), If there
are at least three Impartial Directors, (ii) a committee of at least three
Impartial Directors appointed by the Board (regardless whether the members of
the Board voting on such appointment are Impartial Directors) or (iii) if there
are fewer than three Impartial Directors or if the Board so directs (regardless
whether the members thereof are Impartial Directors), independent legal counsel,
which may be the regular outside counsel of the Corporation.




(d)  “Disbursing
Officer” - the President- of the Corporation or, if the President is a parry to
the Claim for which indemnification is being sought, any officer not a party to
such Claim who is designated by the Board to be the Disbursing Officer with
respect to indemnification requests related to the Claim, which designation
shall be made promptly after receipt of the initial request for indemnification
with respect to such Claim.




(e)  “Expenses”
- any expenses or costs (including, without limitation, attorney’s, fees,
judgments, punitive or exemplary damages, fines and amounts paid in
settle­ment)­.




(f)  “Indemnitee”
- each person who is or was a director or officer of the
Corporation.




10.2  Indemnity.




(a)  The
Corporation shall indemnify each Indemnitee against any Expenses actually and
reasonably incurred by him or her (as they are incurred) in connection with any
Claim either against the Indemnitee or as to which the Indemnitee is involved
solely as a witness or person required to give evidence, by reason of his or her
position (i) as a director or officer of the Corporation or its subsidiaries,
(ii) as a fiduciary with respect to any employee benefit plan or trust of the
Corporation or its subsidiaries, or (iii) as a director, officer, partner,
employee or agent of another corporation, partnership, joint venture, trust or
other profit or not-for-profit entity or enterprise, if such position is or was
held at the request of the Corporation or its subsidiaries, whether relating to
service in such position before or after the effective date of this Section, If
the Indemnitee (i) is successful in his or her defense of the Claim on the
merits or otherwise or (ii) has been found by the Deter­mining Body (acting
in good faith) to have met the Standard of Conduct (defined below); provided
that (1) the amount otherwise payable by the Corporation may be reduced by the
Determining Body to such amount as it deems proper if it determines that the
Claim involved the receipt of a personal benefit by Indemnitee, (ii) no
indemnification shall be made in respect of any Claim as to which Indemnitee
shall have been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable for willful or intentional misconduct in
the performance of his or her duty to the Corporation or to have obtained an
improper personal benefit, unless, and only to the extent that, a court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the court deems proper,
(iii) the Corporation shall provide indemnification only for Expenses which
exceed those reimbursed or paid under liability insurance policies maintained by
the Corporation and its subsidiaries and (iv) if the Claim results from the
Indemnitee’s position with a subsidiary or entity other than the Corporation,
the Indemnitee must pursue indemnification from the other entity before seeking
indemnification from the Corporation and any indemnification from the
Corporation shall be reduced by the indemnification received from the other
entity.




(b)  The
Standard of Conduct is met when the conduct by an Indemnitee with respect to
which a Claim is asserted was conduct that was in good faith and that the
Indemnitee reasonably believed to be in, or not opposed to, the best interest of
the Corporation, and, in the case of a criminal action or proceeding, that the
Indemnitee had no reasonable cause Lu believe was unlawful.  The
termination of any Claim by judgment, order, settlement, conviction, or upon a
plea of nolo contendereor its equivalent, shall not, of itself, create a presumption that the
Indemnitee did not meet the Standard of Conduct.




(c)  Promptly
upon becoming aware of the existence of any Claim as to which be or she may be
indemnified hereunder, the Indemnitee shall notify the President of the
Corporation of the Claim and whether he or she intends to seek indemnification
hereunder.  If such notice indicates that Indemnitee does so intend,
the President shall promptly advise the Board thereof and notify the Board that
the establishment of the De­termining Body with respect to the Claim will be
a matter presented at the next regularly scheduled meeting of the
Board.  After the Determining Body has been established, the President
shall inform the Indemnitee thereof and Indemnitee shall immediately provide the
Determining Body with all facts relevant to the Claim known to him or her_
Within 60 days of the receipt of such information, together with such additional
information as the Determining Body may
request of Indemnitee, the Determining Body shall determine, and shall advise
Indemnitee of its determination, whether Indemnitee has met the Standard of
Conduct.




(d)  During
such 60-day period, Indemnitee shall promptly inform the Determining Body upon
his or her becoming aware of any relevant facts not provided by him or her to
the Determining Body, unless the Determining Body has obtained such facts by
other means.




(e)  In
the case of any Claim not involving a proposed, threatened or pending criminal
proceeding,




(i)  if
Indemnitee has, in the good faith judgment of the Determining Body, met the
Standard of Conduct, the Corporation may, in its sole discretion after notice to
Indemnitee, assume all responsibility for the defense of the Claim, and, in any
event, the Corporation and the Indemnitee each shall keep the other informed as
to the progress of the defense, including prompt disclosure of any proposals for
settlement; provided that if the Corporation is a party to the Claim and
Indemnitee reasonably determines that there is a conflict between the positions
of the Corporation and Indemnitee with respect to the Claim, then Indemnitee
shall be entitled to conduct his or her defense, with counsel of his or her
choice; and provided further that Indemnitee shall in any event be entitled at
his or her expense to employ counsel chosen by him or her to participate in the
defense of the Claim; and




(ii)  the
Corporation shall fairly consider any proposals by Indemnitee for settlement of
the Claim.  If the Corporation (A) proposes a settlement acceptable to
the person asserting the Claim, or (B) believes a settlement proposed by the
person asserting the Claim should be accepted, it shall inform Indemnitee of the
terms thereof and shall fix a reasonable date by which Indemnitee shall
respond.  If Indemnitee agrees to such terms, Indemnitee shall execute
such documents as shall be necessary to effect the settlement.  If
Indemnitee does not agree Indemnitee may proceed with the defense of the Claim
in any manner he or she chooses, but If he or she is not successful on the
merits or otherwise, the Corporation’s obligation to indemnify Indemnitee for
any Expenses incurred following his or her disagreement shall be limited to the
lesser of (A) the total Expenses incurred by Indemnitee following his or her
decision not to agree to such proposed settlement or (B) the amount the
Corporation would have paid pursuant to the terms of the proposed
set­tlement.  If, however, the proposed settlement would impose
upon Indemnitee any re­quirement to act or refrain from acting that would
materially interfere with the conduct of his or her affairs, Indemnitee may
refuse such settlement and proceed with the defense of the Claim, if Indemnitee
so desires, at the Corporation’s expense without regard to the limitations
imposed by the preceding sentence.  In no event, however, shall the
Corporation be obligated to indemnify Indemnitee for any amount paid in a
settlement that the Corpora­tion has not approved.




(f)  In
the case of a Claim involving a proposed, threatened or pending criminal
proceeding, Indemnitee shall be entitled to conduct the defense of the Claim,
and to make all decisions with respect thereto, with counsel of Indemnitee’s
choice, provided, however, that the Corporation shall not be obligated to
indemnify Indemnitee for an amount paid in settlement that the Corporation has
not approved.




(g)  After
notifying the Corporation of the existence of a Claim, Indemnitee may from time
to time request the Corporation to pay the Expenses (other than judgments,
fines, penalties or amounts paid in settlement) that he or she incurs in
pursuing a defense of the Claim prior to the time that the Determining Body
determines whether the Standard of Conduct has been met.  If the
Disbursing Officer believes the amount requested to be reasonable, the
Disbursing Officer shall pay to Indemnitee the amount requested (regardless of
Indemnitee’s apparent ability to repay such amount) upon receipt of an
undertaking by or on behalf of Indemnitee to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Corporation under the circumstances.  If the Disbursing Officer does
not believe such amount to be reasonable, the Corporation shall pay the amount
deemed by the Disbursing Office to be reasonable and Indemnitee mayapply directly to the
Determining Body for the remainder of the amount requested.




(h)  After
the Determining Body has determined that the Standard of Conduct was met, for so
long as and to the extent that the Corporation is required to indemnify
Indemnitee under this Section, the provisions of Paragraph (g) shall continue to
apply with respect to Expenses incurred after such time except that (i) no
undertaking shall be required of 1ndenuvitee and (ii) the Disbursing Officer
shall pay to Indemnitee such amount of any fines, penalties or judgments against
Indemnitee which have become final and for which he or she is entitled to
indemnification hereunder.




(i)  Any
determination by the Corporation with respect to settlements of a Claim shall be
made by the Determining Body.




(j)  The
Corporation and Indemnitee shall keep confidential, to the extent permitted by
law and their fiduciary obligations, all facts and determinations provided or
made pursuant to or arising out of the operation of this Section, and the
Corporation and Indemnitee shall instruct its or his or her agents and employees
to do likewise.




10.3  Enforcement.




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




(b)  If
Indemnitee seeks a judicial adjudication of his or her other rights under this
Section, Indemnitee shall be entitled to recover from the Corporation, and shall
he indemnified by the Corporation against, any and all Expenses actually and
reasonably incurred by Indemnitee in connection with such proceeding but only if
he or she prevails therein.  If it shall be determined that Indemnitee
is entitled to receive part but not all of the relief sought, then the
Indemnitee shall be entitled to be reimbursed for all Expenses incurred by him
or her in connection with such judicial adjudication if the amount to which
Indemnitee is determined to be entitled exceeds 50%of the amount of his or
her claim Otherwise, the Expenses incurred by Indemnitee in connection with such
judicial adjudication shall be appropriately prorated.




(c)  In
any judicial proceeding described in this subsection, the Corporation shall bear
the burden of proving that Indemnitee is not entitled to any Expenses sought
with respect to any Claim.




10.4  Saving Clause.  If
any provision of this Section is determined by a court having jurisdiction over
the matter to require the Corporation to do or refrain from doing any act that
is in violation of applicable law, the court shall be empowered to modify or
reform such provision so that, as modified or reformed, such provision provides
the maximum indemnification permitted by law, and such provision, as so modified
or reformed, and the balance of this Section, shall be applied in accordance
with their terms.  Without limiting the generality of the foregoing,
if any portion of this Suction shall be invalidated on any ground, the
Corporation shall nevertheless indemnify an Indemnitee to the full extent
permitted by any applicable portion of this Section that shall not have been
invalidated and to the full extent permitted by law with respect to that portion
that has been invalidated.




10.5  Non-Exclusivity.




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




(b)  It
is the intent of the Corporation by this Section to indemnify and hold harmless
Indemnitee to the full extent permitted by law, so that if applicable law would
permit the Corporation to provide broader indemnification rights than are
currently permitted, the Corporation shall indemnify and hold harmless
Indemnitee to the full extent permitted by applicable law notwithstanding that
the other terms of this Section would provide for lesser
indemnification.




10.6  Successors and
Assigns.  This Section shall be binding upon the Corporation,
its successors and assigns, and shall inure to the benefit of the Indemnitee’s
heirs, personal representatives, and assigns and to the benefit of the
Corporation, its successors and assigns.




10.7  Indemnification of Other Persons.The Corporation may indemnify any person not covered by Sections 10.1
through 10.6 to the extent provided in a resolution of the Board or a separate
section of these By-laws.




10.8  Amendment.  No
amendment to or repeal of this Section or any portion hereof shall limit any
Indemnitee’s entitlement to indemnification in accordance with the provisions
hereof with respect to any acts or omissions of Indemnitee which occur prior to
such amendment or repeal.




SECTION
11




MISCELLANEOUS




11.1  Checks.  All checks
or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.  Signatures of the authorized
signatories may be by facsimile.




11.2  Seal.The Board of
Directors may adopt a corporate seal, which shall have inscribed thereon the
name of the Corporation.  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.  Failure to affix the seal shall not, however, affect the
validity of any instrument.




11.3  Amendment.  These
By-laws may be amended or repealed only as provided in Article VIII of the
Articles of Incorporation.