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                                     BYLAWS

                                       OF

                    PROFESSIONAL BENEFITS INSURANCE COMPANY


                  ARTICLE I. NAME, LOCATION AND RULES OF ORDER

        NOTE: USE OF THE MASCULINE GENDER THROUGHOUT THESE BYLAWS SHALL
                    MEAN ANY PERSON, WHETHER MALE OR FEMALE

         Section 1. Name. The name of the Corporation shall be Professional
Benefits Insurance Company.

         Section 2. Location. The Principal Office of the Corporation shall be
in the city of Houston, State of Texas. Other offices of the Corporation shall
be located at such places as the Board of Directors may designate.

         Section 3. Rules of Order. The current edition of Sturgis Code of
Parliamentary Procedure shall govern deliberations of Professional Benefits
Insurance Company when not in conflict with its Bylaws.

                            ARTICLE II. STOCKHOLDERS

         Section 1. Annual Meeting. The annual meeting of the Stockholders of
the Corporation shall be held at the principal office of the Corporation or at
such other place as may be designated in the notice of the meeting on either
the last, or the next to the last Friday in April as designated in the notice
of the meeting, each and every year, for the purpose of electing Directors and
for the transaction of such other business as may come before the meeting. The
date set for the annual meeting shall not be set to fall on a legal holiday in
the State of Texas. The date of the Annual Stockholders Meeting shall be set by
a Resolution of the Board of Directors during the January Quarterly Board
Meeting.

         Section 2. Special Meetings. Special meetings of the Stockholders may
be called by the President or by the Board of Directors. A special meeting of
the Stockholders shall be called by the President upon the demand of Class A
common Stockholders owning over ten percent [10%] of the Class A stock issued
and outstanding. The purpose of the call shall be specifically stated by the
Stockholders making the demand. Only the specific subjects listed in the
official "Notice of the Special Called Meeting" may be acted upon. The Company
shall have 10 business days following


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the receipt of the Request of a Special Called Stockholders Meeting to verify
that the list of the required 10% of the stockholders requesting the call
contains a valid list of 10% of the required stockholders.

The Board of Directors or the Executive Committee shall set the date of the
Special Called Meeting at the end of the 10 business days following the request
as set forth in "Article II, Section 3. Notice of Meetings" of these Bylaws.
Notwithstanding the requirements of Article II, Section 3, the Special Called
Meeting date may be set at a date later than the "...60 days...," but not
exceeding 150 days if the Annual stockholders Meeting will be held within 150
days of the "Notice."

         Section 3. Notice of Meetings. Notice of the time and place for all
annual and special meetings shall be mailed by the Secretary to each
Stockholder not less than ten [10] days nor more than [60] days before the date
of the meeting. The place, date and time of Stockholders meetings shall be set
by a resolution of the Board of Directors or by a resolutions of the Executive
Committee.

         Section 4. Quorum. At any meeting of the Stockholders, the holder or
holders of a majority of the shares of the Class A stock issued and
outstanding, present in person or by proxy, shall constitute a quorum of the
Stockholders for all purposes. If a quorum shall not be present at any meeting,
such meeting may adjourn from time to time without notice other than by
announcement by the Chairman at the meeting until holders of the amount of
stock necessary to constitute a quorum shall attend.

         Section 5. Voting. At all meetings, a Stockholder shall be entitled to
cast one vote for each share of Class A Common stock held in his name, which
vote may be cast by the Stockholder in person or by proxy. Every proxy must be
executed in writing by the shareholder or by his duly authorized attorney in
fact.

         When a quorum is present at any meeting, the vote of the holders of a
majority of the shares present or represented by proxy at such meeting and
entitled to vote shall decide any question properly brought before such meeting
and shall be the act of the shareholder's meeting, unless the vote of a greater
number is required by these bylaws, the Articles of Incorporation, the Texas
Business Corporation Act, the Texas Insurance Code, the Security Exchange
Commission Regulations or other law.

         Section 6. Closing of Transfer Books or Fixing of Record Date. For the
purposes of determining the stockholders entitled to notice of, or to vote at
any meeting of the stockholders, or any adjournment thereof, only persons who
are stockholders on the date of the mailing of the notice of the specific
meeting which is being called may vote.


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         Section 7. Conduct of Meetings. All meetings of the Stockholders shall
be presided over by the Chairman of the Board of the Corporation, or in his
absence by the President.

                        ARTICLE III. BOARD OF DIRECTORS

         Section 1. Number. The business and property of the Corporation shall
be managed by the Board of Directors composed of no less than five [5], nor
more than thirteen [13] members who shall be owners of Class A stock. The
number of Directors to serve from the next Annual Stockholders meeting until
the subsequent Stockholders Meeting shall be set by a Resolution of the Board
at the October Board Meeting. At this October meeting, the Board shall also, by
Resolution, appoint one or more members of the Board to the Nominating
Committee and select the Chairman. The committee shall bring a slate of
nominees to the January Board meeting for approval of the Board. If the number
of Directors is eight [8] or less, all Directors shall be elected for a one [1]
year term. If the number of Directors is nine [9] or more, the Directors shall
be elected for three [3] year terms. The resolution shall then prescribe the
number to be elected each year so that as near an equal number as possible
shall be elected each year as set forth in the Articles of Incorporation. The
Directors shall be elected by the Class A common Stockholders by a plurality
vote at the Annual meeting of the Stockholders. A vacancy or vacancies on the
Board of Directors may be filled by the remaining Directors or Director though
less than a quorum and the Director or Directors elected to fill such a vacancy
or vacancies shall hold office for the unexpired term or until his or their
successors shall be duly elected and qualified.

Between Annual Stockholder Meetings, the Board may, by a vote of [2/3] of the
current Directors, increase or decrease the number of Directors as may be
deemed necessary. Any increase in the Number shall be filled by the election by
the Board of a person or persons to serve until the next Annual Election of
Directors by the Stockholders. Any decrease in the number of directors may only
be made if there is a vacancy, or vacancies so that a reduction in the number
of directors shall not effect the removal of a current Director.

         Section 2. Advisory Directors. The Board of Directors may appoint one
or more Advisory Directors, but not to exceed a number equal to one half the
number of Directors. Terms of Advisory Directors shall run from the date of
their appointment until the next Annual Meeting of the Board of Directors.
Advisory Directors may be re-appointed at the will of the Board. The duty of
Advisory Directors shall be to lend their experience and expertise to the
deliberations and activities of the Board of Directors. They may serve on
committees and do all such things as any Director except as specifically noted
in these Bylaws. Advisory Directors may enter into discussions and make and or
second motions, but shall not have the right to vote. Advisory Directors shall
not serve as Officers of the Company. Compensation for Advisory Directors shall
be the same as set for Directors.


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         Section 3. Removal of a Director. A Director shall automatically be
removed from the Board of Directors when they are no longer a Shareholder of
any Class A Stock of the Company. An employee who is also elected as a Director
by virtue of having been elected an Officer shall automatically be removed from
the Board of Directors upon their resignation as an officer, retirement from
the Company, or upon the termination of their employment with the Company.
Directors may only be removed by action of the Board of Directors as provided
in these Bylaws. Any Director may be removed from the Board of Directors with
or without cause by a two thirds [2/3] affirmative vote of the Directors
present at any regular or called meeting of the Board of Directors, including a
telephone conference call meeting, provided further that the quorum necessary
for such an action shall be two thirds [2/3] vote of the current number of
Directors and not the simple majority quorum required for Board Meetings.

         Section 4. Regular Meetings. The regular Annual meeting of the Board
of Directors shall be held immediately after the adjournment of each Annual
meeting of the Stockholders. The Board of Directors shall also hold additional
regular meetings in October, January and July. Notice of the time and place for
the annual meeting and all regular meetings of the Board of Directors shall be
mailed or sent by facsimile transmission by the Secretary to each Director not
less than ten [10] days before the date of the meeting.

         Section 5. Special Meetings. The Chairman or the President, shall have
the authority to call and hold Special Meetings of the Board of Directors.
Special meetings of the Board of Directors shall be held at such time and at
such place as shall be determined by the Chairman of the Board or the President
when they issue the call for the Special Meeting. The Chairman shall call a
special meeting of the Board of Directors upon the request of a majority of the
Directors.

         Section 6. Telephone Conference Call Meetings. The Chairman or
President, shall have the authority to call and hold meetings by means of
telephone conference calls. Such meetings shall be considered special meetings
of the Board of Directors.

         Section 7. Notice. Notice of all Annual, Regular or Special Meetings
of the Board of Directors, shall be given by the Secretary. Notices for
Quarterly and Special meetings of the Board of Directors may be either written,
[the word oral has been deleted] or by Facsimile Transmission. Notice of Annual
and Quarterly Board Meetings shall be sent no less than twenty [20] and no more
than sixty [60] days before the date of such meeting. Notice of Special Board
Meetings shall be sent before such meeting is held, not less than two [2] days
nor more than ten [10] days before the date for such Special Board meeting. By
unanimous consent this provision may be waived only for Special Meetings.

         Section 8. Action by Unanimous Consent. The Board of Directors is
authorized to take action by unanimous consent in lieu of holding Directors
Meetings.

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         Section 9. Quorum. A majority of the number of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors and a majority vote of the members present shall be needed to take
any action, except in those instances where a two thirds [2/3] Quorum, and a
two thirds [2/3] affirmative vote is specified in another Section of these
Bylaws.

         Section 10. Election of Officers. The Directors shall elect the
Officers of the Corporation at the regular Annual meeting of the Directors
following each Annual meeting of the Stockholders.

         Section 11. Executive Committee. The Executive Committee shall be a
Standing Committee of the Board of Directors and shall be composed of the
Chairman of the Board of Directors, the President, the Secretary and the
Treasurer, or the Secretary-Treasurer. The Chairman of the Board shall be the
Chairman of the Executive Committee. It shall be the duty of the Executive
Committee to assist the President in making decisions between the regular
meetings of the Board of Directors. Either the Chairman of the Board, or the
President may call a meeting of the Executive Committee. The Chairman shall
call a meeting of the committee at the request of any two members of the
committee. A quorum shall be two thirds of the number of the members and a
majority vote of the members present shall be needed to take any action. The
Secretary shall keep minutes of all meetings, and a copy of the minutes of each
Executive Committee meeting shall be filed with the records of the Company, and
a copy of these minutes shall be distributed to all Directors.

         Section 12. Committees. The Board of Directors may by resolution
designate among its members one or more Committees consisting of one or more
Directors and or Advisory Directors, to exercise such authority as granted by
the Board of Directors. These Committees may be created as Standing Committees,
or as Temporary Committees. The Committees shall keep minutes of all meetings,
and a copy of all minutes shall be sent to the President and the Secretary to
be filed with the records of the Company.

         Section 13. Compensation. Directors of the Corporation shall receive
as compensation for their services as Directors such compensation as may be
fixed and determined by the Board of Directors. Advisory Directors shall
receive as compensation for their services as Advisory Directors the same
compensation that has been fixed for Directors.

                              ARTICLE IV. OFFICERS

         Section 1. Number and Designation. The Officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, a Treasurer or
Secretary-Treasurer and a VicePresident. An Executive Vice President, a Senior
Vice President, and other Vice Presidents and such assistant officers as may be
needed may be designated by the Board of Directors. The Chairman or the
President may not hold the office of Secretary or Treasurer, but may hold any
other office concurrently. Only members of the Board of Directors are eligible
for election to the office of

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Chairman of the Board, President, Secretary and Treasurer or
Secretary-Treasurer. The Executive Vice President, the Senior Vice-President
and any other Vice-Presidents may be elected from the board or from the
employees of the company.

         Section 2. Election and Term of Office. The Officers of the
Corporation shall be elected at the Annual Board of Directors Meeting by the
Board of Directors for a term of one year and shall hold office until their
successors are duly elected and qualified, or until they are removed in
accordance with the provisions of these Bylaws.

         Section 3. Removal of an Officer. Only the Board of Directors shall
have the right and power to remove from office the Chairman of the Board, the
Secretary, the Treasurer or the Secretary-Treasurer and to terminate the
employment of the President by a two thirds [2/3] affirmative vote at any
regular or called meeting of the Board of Directors including a telephone
conference call meeting; provided further that the quorum necessary for such an
action shall be two thirds [2/3] of the current number of Directors and not the
simple majority quorum required for Board meetings. The President shall have
the right and power to terminate the employment of any employee officer of the
Company subject to the provisions of the Company Employee Policy Manual. Any
employee officer of the Company who retires, or who resigns from the Company,
or whose employment is terminated, or is deceased shall automatically cease to
be an officer of the Company. An employee officer who is also a Director shall
automatically be removed as a Director under the provisions of Article III,
Section 2., of these Bylaws.

         Section 4. Vacancy. A vacancy in any office may be filled by the Board
of Directors by appointment for the unexpired portion of the term.

         Section 5. Chairman of the Board. The Chairman shall preside at all
meetings of the Stockholders, the Board of Directors and the Executive
Committee.

         Section 6. President. The President shall be the Chief Executive
Officer of the Corporation and shall in general supervise and control all of
the business and property of the Corporation. The President shall in the
absence of the Chairman of the Board preside at meetings of the Stockholders,
the Board of Directors and the Executive Committee. The President shall, at the
direction of the Board of Directors, have authority to make and enter into
contracts, to borrow money, and make purchases and sales, and to sign, execute
and deliver all contracts, conveyances, deeds, deeds of trust, leases,
assignments, mortgages, chattel mortgages, pledges, releases, checks, drafts,
orders for the payment of money, notes or other obligations of the Corporation
and all other written instruments of any character appropriate to any of the
powers or duties of the President in the name of and binding upon the
Corporation. The President shall perform such other duties as from time to time
may be designated by the Board of Directors.


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         Section 7. Executive Vice-President. In the absence of the President
or in the event of his death or inability or refusal to act, the Executive
Vice-President shall perform the duties of the President and when so acting
shall have all of the powers of, and be subject to all restrictions upon the
President. The Executive Vice-President shall perform such other duties as from
time to time may be designated by the President or the Board of Directors.

         Section 8. Senior Vice-President. In the absence of the President and
the Executive Vice-President, the Senior Vice President shall perform the
duties of the President and when so acting shall have all of the powers of, and
be subject to all restrictions upon the President. The Senior Vice-President
shall perform such other duties as from time to time may be designated by the
President or the Board of Directors.

         Section 9. Vice-President. In the absence of the President and the
Executive VicePresident and the Senior Vice-President, or in the event of their
death or inability or refusal to act, the Vice President shall perform the
duties of the President and when so acting shall have all of the powers of, and
be subject to all the restrictions upon the President. The Vice-President shall
perform such other duties as from time to time may be designated by the
President or the Board of Directors. In the event that there are two or more
Vice-President, the Vice-President that shall perform the duties of the
President under the above circumstances shall be designated by Resolution of
the Board of Directors and recorded in the Minutes.

         Section 10. Secretary. The Secretary shall attend and keep the minutes
of the meetings of the Stockholders, the meetings of the Board of Directors and
the meetings of the Executive Committee. The Secretary shall issue notice of
all meetings of Stockholders, the Board of Directors and the Executive
Committee in accordance with these Bylaws. The Secretary shall be the custodian
of the records and of the seal of the Corporation and see that the seal of the
Corporation is duly affixed to all documents and shall attest with his or her
signature all stock certificates and contracts of the Corporation. The
Secretary shall perform all other such duties as are incident to the office and
shall perform all other duties delegated to the Secretary by the President or
the Board of Directors.

         Section 11. Treasurer. The Treasurer shall keep record of books of
accounts and shall submit them, together with all his vouchers, receipts,
records and other papers to the Board of Directors for their examination and
approval as often as they may require. The Treasurer shall perform all other
such duties delegated to the Treasurer by the President or the Board of
Directors.

         Section 12. Secretary-Treasurer. In the event the Board of Directors
chooses to designate a Secretary-Treasurer, the Secretary-Treasurer shall have
all the duties of the Secretary, as set forth in ARTICLE IV., Section 10., and
all of the duties of the Treasurer, as set forth in ARTICLE IV, Section 11.


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         Section 13. Salaries. The salaries of all Officers of the Corporation
shall be fixed by the Board of Directors. However, the Board of Directors may
by resolution authorize the President to fix the salaries of all other
Officers. Only the Board shall fix the salary of the President.

                         ARTICLE V. STOCK CERTIFICATES

         Section 1. Form. Certificates representing stock in the Corporation
shall be in such form as approved by the Board of Directors. The certificates
shall be signed by the President or Senior Vice-President and the Secretary or
Assistant Secretary, and the signatures of such officers may be facsimiles.
They shall be consecutively numbered and shall bear the seal of the
Corporation. The name and address of the person to whom the shares are issued
with the number of shares and date of issue shall be entered on the stock
transfer books of the Corporation.

         Section 2. Registered Shareholders. The Corporation shall be entitled
to recognize the holder of record of any share or shares of stock as the holder
in fact thereof and, accordingly, shall not be bound to recognize any equitable
or other claim to, or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

When shares are registered on the books of the corporation in the names of two
or more persons as joint owners with the right of survivorship, and after the
death of a joint owner and before the time that the corporation receives actual
written notice that parties other than the surviving joint owner or owners
claim an interest in the shares or any distribution thereon, the transfer of
those shares to any person, firm, or corporation [including that surviving
joint owner, individually] and pay any distributions made in respect of those
shares, in each case as if the surviving joint owner was the absolute owner of
the Shares.

         Section 3. Transfer. Transfers of stock shall be made only on the
books of the Corporation. The old certificate, properly endorsed, shall be
surrendered and canceled before a new certificate shall be issued.

         Section 4. Lost, Stolen, Destroyed or Mutilated Certificates. A
Duplicate certificate of stock may be issued for such as may have been lost or
destroyed, upon the applicant's furnishing affidavit that they are the owner of
said certificate and that same has been lost or destroyed, together with bond
of indemnity, with satisfactory security to the Company conditioned upon loss
in consequence of issue of said duplicate certificate.

         Section 5. Uncertified Shares. The Board of Directors is authorized to
provide that some or all of any or all classes and series of shares of the
Corporation Stock is designated as uncertified shares.

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                             ARTICLE VI. DIVIDENDS

The Board of Directors may declare and pay dividends from the earned surplus of
the Corporation or from the net profits arising from the business of the
Corporation. The Board of Directors may fix in advance a record date for the
purpose of determining which shares shall receive dividends.

                          ARTICLE VII. CORPORATE SEAL

The Corporate seal of the Corporation shall be a circular disc within which
shall be inscribed the name of the Corporation. While the corporate seal may be
placed on any document at the desire of the Officers or the Directors of the
Corporation, it shall never be necessary to place the corporate seal on any
document as a prerequisite to the validity of such document except only where
the Texas Corporation Business Act specifically requires such seal.

                           ARTICLE VIII. FISCAL YEAR

The fiscal year of the Corporation shall begin January 1 and end December 31 of
every year.

                               ARTICLE IX. WAIVER

Whenever any notice is required to be given any Stockholder or Director of the
Corporation, a waiver thereof in writing signed by the person entitled to such
notice, whether before or after the time stated therein, shall be the
equivalent to the giving of such notice.

                             ARTICLE X. AMENDMENTS

The Board of Directors at any Annual, Regular or special meeting by a vote of
three fourths [3/4] of the current number of Directors, shall have the power to
alter, amend, make and repeal the Bylaws of the Corporation.

                             ARTICLE XI. CONTRACTS

Contracts between the Company and its Officers and or Directors are permissible
so long as one [1], the material facts of the contract and the relationship of
the Officer or Director are disclosed to the Board of Directors which
authorizes such contract, or two [2], the material facts of the contract and
the relationship of the Officer or Director are disclosed to the Shareholders
who authorize such contract, or three [3], the contract is fair to the Company
at the time it is authorized, approved or ratified by the Board of Directors or
Shareholders of the Company.


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