AMENDED AND RESTATED
 
                                     BYLAWS
 
                                       OF
 
                        DOBSON COMMUNICATIONS CORPORATION
 
                  (Including Amendments through March 31, 2004)
 
 
ARTICLE I  Offices                                                            1
  Section 1.  Registered Office                                               1
  Section 2.  Other Offices                                                   1
 
ARTICLE II  Meetings of Stockholders                                          1
  Section 1.  Voting Rights                                                   1
  Section 2.  Meetings of Stockholders                                        1
  Section 3.  Annual Meetings                                                 1
  Section 4.  Notice of Annual Meeting                                        1
  Section 5.  Stockholder List                                                2
  Section 6.  Special Meetings                                                2
  Section 7.  Notice of Special Meetings                                      2
  Section 8.  Adjournment of Meetings                                         2
  Section 9.  Quorum                                                          2
  Section 10. Vote Required                                                   3
  Section 11. Proxies                                                         3
  Section 12. Action Without a Meeting                                        3
 
ARTICLE III  Directors                                                        3
  Section 1.  Number of Directors                                             3
  Section 2.  Term and Qualification                                          4
  Section 3.  Vacancies                                                       5
  Section 4.  Authority of the Board of Directors                             5
  Section 5.  Place of Meetings                                               5
  Section 6.  Regular Meetings                                                5
  Section 7.  Special Meetings                                                6
  Section 8.  Quorum and Voting                                               6
  Section 9.  Committees                                                      6
  Section 10. Minutes                                                         6
  Section 11. Telephonic and Other Participation                              7
  Section 12. Action Without a Meeting                                        7
  Section 13. Expenses                                                        7
  Section 14. Removal of Officers                                             7
  Section 15. Removal of Directors                                            7
 
ARTICLE IV  Notices                                                           7
  Section 1.  Type and Method of Notice                                       7
  Section 2.  Waiver of Notice                                                8
 
ARTICLE V  Officers                                                           8
  Section 1.  General                                                         8
  Section 2.  Selection of Officers                                           8
  Section 3.  Salaries of Officers                                            8
  Section 4.  Term of Office                                                  8
  Section 5.  Chairman and Vice-Chairman                                      8
  Section 6.  Chief Executive Officer                                         8
  Section 7.  Chief Operating Officer                                         9
  Section 8.  President                                                       9
  Section 9.  Duties of President                                             9
  Section 10. Vice-President                                                  9
  Section 11. Secretary                                                       9
  Section 12. Chief Financial Officer                                        10
  Section 13. Assistant Secretary                                            10
  Section 14. Treasurer                                                      10
  Section 15. Duties of Treasurer                                            10
  Section 16. Assistant Treasurer                                            10
 
ARTICLE VI  Certificates of Stock, Transfers of Stock, Closing
  of Transfer Books and Registered Stockholders                              11
  Section 1.  Stock Certificate                                              11
  Section 2.  Signatures                                                     11
  Section 3.  Lost Certificates                                              11
  Section 4.  Stock Transfers                                                11
  Section 5.  Record Dates                                                   11
  Section 6.  Record Owner                                                   12
 
ARTICLE VII  General Provisions                                              12
  Section 1.  Dividends                                                      12
  Section 2.  Funds for Dividends                                            12
  Section 3.  Reports to Stockholders                                        12
  Section 4.  Financial Instruments                                          12
  Section 5.  Fiscal Year                                                    12
  Section 6.  Corporate Seal                                                 12
  Section 7.  Books of Account                                               12
 
ARTICLE VIII  Indemnification of Officers, Directors,
    Employees and Agents                                                     13
  Section 1.  General                                                        13
 
ARTICLE IX  Amendments                                                       13
  Section 1.  General                                                        13
 
 
<PAGE>
 
                              AMENDED AND RESTATED
 
                                     BYLAWS
 
                                       OF
 
                        DOBSON COMMUNICATIONS CORPORATION
 
 
                                    ARTICLE I
 
                                     OFFICES
 
     Section 1. Registered Office. The registered office of Dobson
Communications Corporation (the "Corporation") shall be in the City of Oklahoma
City, County of Oklahoma, State of Oklahoma.
 
     Section 2. Other Offices. The Corporation may also have offices at such
other places both within and out of the State of Oklahoma as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
     Section 1. Voting Rights. With respect to voting powers, except as
otherwise required by the Oklahoma General Corporation Act, the voting rights of
all shares are as set forth in the Corporation's Certificate of Incorporation,
as may be amended, on file with the Oklahoma Secretary of State (the
"Certificate of Incorporation").
 
     Section 2. Meetings of Stockholders. Meetings of stockholders for any
purpose may be held at such time and place, within or without the State of
Oklahoma, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
 
     Section 3. Annual Meetings. Annual meetings of stockholders shall be held
on a date selected by the Board of Directors that is not later than six months
next following the end of the Corporation's fiscal year and on a day that is not
a legal holiday, at 9:00 a.m., or at such time as shall be determined by the
Board of Directors. At the annual meeting, stockholders shall elect a board of
directors, and transact such other business as may be properly brought before
the meeting.
 
     Section 4. Notice of Annual Meeting. Written notice of the annual meeting,
stating the place, date and hour of such meeting, shall be given to each
stockholder entitled to vote thereat not less than ten (10) days nor more than
sixty (60) days before the date of the meeting unless otherwise required by law.
 
     Section 5. Stockholder List. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the election, either at a place within the city where the meeting is to
be held or at the place where the meeting is to be held, and the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
 
     Section 6. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law or by the Certificate of
Incorporation, may be called by the Chairman of the Board of Directors or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the total combined voting power of
all classes of common stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
 
     Section 7. Notice of Special Meetings. Written notice of a special meeting
of stockholders, stating the place, date, hour and the purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat, not less
than ten (10) days nor more than sixty (60) days before the date fixed for the
meeting unless otherwise required by law. Business transacted at any special
meeting of the stockholders shall be limited to the purposes stated in the
notice.
 
     Section 8. Adjournment of Meetings. The chairman of any meeting of
stockholders or the holders of a majority of the outstanding shares entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting; provided, however, that if the date of any adjourned meeting is
more than thirty (30) days after the date of which the meeting was originally
noticed, or if a new record date is fixed for the adjourned meeting, written
notice of the place, date and hour of the adjourned meeting shall be given in
conformity herewith. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted at the meeting as
originally noticed.
 
     Section 9. Quorum. The holders of a majority of the shares of stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law or by the
Certificate of Incorporation. Where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to the vote on that matter.
 
     Section 10. Vote Required. When a quorum is present at any meeting, the
affirmative vote of the holders of a majority of the shares of stock having
voting power present in person or represented by proxy shall decide any question
brought before such meeting other than elections of directors, unless the
question is one upon which, by express provision of law or of the Certificate of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Unless
otherwise required by the Certificate of Incorporation, all elections of
directors shall be decided by a plurality vote, and, where a separate vote by a
class or classes is required, the affirmative vote of the majority of shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class.
 
     Section 11. Proxies. Each stockholder entitled to vote shall at every
meeting of the stockholders be entitled to vote in person or by proxy , but no
proxy shall be voted or acted upon after three (3) years from its date unless
the proxy provides for a longer period.
 
     Section 12. Action Without a Meeting. Any action required to or which may
be taken at any annual or special meeting of the stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than a minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action by the stockholders without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
 
                                   ARTICLE III
 
                                    DIRECTORS
 
     Section 1. Number of Directors. The number of directors which shall
constitute the whole Board shall be at least three (3) and not more than fifteen
(15). The number of directors shall be increased (a) by two (2) upon a "Voting
Rights Triggering Event," as defined in the Corporation's Certificate of
Designation for its 12-1/4% Senior Exchangeable Preferred Stock (the "12-1/4%
Senior Preferred Stock") filed with the Oklahoma Secretary of State on January
21, 1998, and on December 23, 1998 such two (2) directors to be elected by the
holders of 12-1/4% Senior Preferred Stock issued pursuant to and as provided in
such Certificate of Designation therefor; (b) by two (2) upon a "Voting Rights
Triggering Event," as defined in the Corporation's Certificate of Designation
for its 13% Senior Exchangeable Preferred Stock due 2009 (the "13% Senior
Preferred Stock"), such two (2) directors to be elected by the holders of 13%
Senior Preferred Stock issued pursuant to and as provided in such Certificate of
Designation therefor; and (c) by two (2) if required pursuant to Section 5(c) of
the Corporation's Certificate of Designation for its Series F Convertible
Preferred Stock (the "Series F Preferred Stock"), such two (2) directors to be
elected by the holders of Series F Preferred Stock issued pursuant to and as
provided in such Certificate of Designation therefor. Within the limits above
specified, the number of directors shall be determined from time to time by
resolution of the Board of Directors or by the stockholders. Except as provided
in Section 2, Section 3 and in Section 15 of this Article III and in the
aforementioned Certificates of Designation, the directors shall be elected at
the annual meeting of stockholders.
 
     Section 2. Term and Qualification. The directors elected by the holders of
Common Stock have been divided into three classes, which classes are designated
as Class I, Class II and Class III, respectively. The directors whose terms
expire in 2004 are designated as Class I directors; the directors whose terms
expire in 2005 are designated as Class II directors, and the directors whose
terms expire in 2006 are designated as Class III directors. At each annual
meeting of stockholders, the successors to the class of directors whose terms
expire at that time shall be designated as the same class of directors as their
predecessors and, except as otherwise set forth in this Amended and Restated
Certificate of Incorporation, shall be elected by the holders of Class A Common
Stock and Class B Common Stock voting together as a single class to serve for a
term of three years and until their successors shall be elected and shall
qualify. In the event of any increase or decrease in the number of directors,
the additional or eliminated directorships shall be so classified so that all
classes of directors shall remain or become equal in number, as nearly as may be
practicable. Each director shall hold office for the term for which he is
elected or appointed and until his successor shall be elected and shall qualify,
or until his death, or until he shall resign or be removed. The successors to
the class of directors whose terms expire shall be elected as set forth herein
at the annual meeting of stockholders; and those persons who receive the highest
number of votes by the holders of the class or classes of Common Stock entitled
to vote in the election of such directors shall be deemed to have been elected.
No reduction in number shall have the effect of removing any director prior to
the expiration of his term. The number of directors of the Corporation may, from
time to time, be increased or decreased from time to time.
 
          A. Class A Directors. One Class II director and one Class III director
shall each be designated by the Board as a "Director Designated by Class A
Holders," and the following shall apply:
 
               (1) at each annual meeting of stockholders at which the term of a
Director Designated by Class A Holders is scheduled to expire, beginning with
the annual meeting of stockholders in 2005, the successor to the Director
Designated by Class A Holders whose term is scheduled to expire at such meeting
shall be designated as a "Director Designated by Class A Holders" and shall be
elected by the holders of Class A Common Stock, voting as a separate class, to
serve for a term of three years and until his or her successor shall be elected
and shall qualify;
 
               (2) in the event of a vacancy created by the death, resignation
or removal of a Director Designated by Class A Holders, the remaining Director
Designated by Class A Holders shall appoint an interim Director Designated by
Class A Holders to serve until the next annual meeting of stockholders, at which
time a new Director Designated by Class A Holders shall be elected by vote of
the holders of Class A Common Stock, voting as a separate class, to serve for
the remainder of the vacated term and until his or her successor shall be
elected and shall qualify;
 
               (3) in the event of vacancies at the same time of both of the
positions of the Directors Designated by Class A Holders, the Board of Directors
shall call and hold as soon as practicable a special meeting of stockholders at
which time two new Directors Designated by Class A Holders will be elected by
the holders of Class A Common Stock, voting as a separate class, to serve the
remainder of the vacated terms and until his or her successor shall be elected
and shall qualify; and
 
               (4) at any time after the annual meeting of stockholders in 2006,
the right of the holders of Class A Common Stock to elect the Directors
Designated by Class A Holders and to fill any vacancy created by the death,
resignation or removal of a Director Designated by Class A Holders shall
terminate upon the occurrence of the later to occur of the following events: (i)
the outstanding shares of Class B Common Stock represent less than 25% of the
total combined voting power of the Corporation's voting stock and (ii) the
outstanding shares of Class A Common Stock and Class B Common Stock beneficially
owned by the Dobson Family (as hereinafter defined), Dobson CC Limited
Partnership, an Oklahoma limited partnership, and their respective affiliates
(collectively, the "Dobson Group"), together with any person(s) with whom any
such member of the Dobson Group has or enters into a voting or similar agreement
or forms a "group" as used in Section 13(d) of the Securities Exchange Act of
1934, as amended, represent less than 25% of the total combined voting power of
the Corporation's voting stock for a period of 90 consecutive days.
 
For purposes of this Section 2.A, the term "Dobson Family" means (i) each of
Russell L. Dobson, Everett R. Dobson, Stephen T. Dobson, (ii) each such person's
spouse and (iii) any parent or grandparent and any lineal descendant (including
any adopted child) of any parent or grandparent of such person or of his spouse.
 
     Section 3. Vacancies. Except as provided in Section 2 and Section 15 of
this Article III, vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all the stockholders
having the right to vote as a single class may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and any director so chosen shall hold office until the next annual
election and until such director's successor is duly elected and shall qualify,
unless such director resigns or is removed. Whenever the holders of any class or
classes of stock or series thereof are entitled to elect one or more directors
by the provisions of the Certificate of Incorporation, vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of the directors elected by such class or classes or series thereof
then in office, or by a sole remaining director so elected.
 
     Section 4. Authority of the Board of Directors. The business of the
Corporation shall be managed by its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
 
     Section 5. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Oklahoma.
 
     Section 6. Regular Meetings. Regular meetings of the Board of Directors may
be held at such time and at such place as shall from time to time be determined
by the Board. Five (5) days' notice of all regular meetings shall be given, and
such notice shall state the place, date and hour of such meeting.
 
     Section 7. Special Meetings. Special meetings of the Board may be called by
the President on at least forty-eight (48) hours' notice to each director either
personally, by mail, by telegram or by facsimile transmission. Special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two (2) directors unless the Corporation has at that
time less than three (3) directors, in which latter event the request of only
one (1) director shall be required. Notice of any special meeting shall state
the place, date, hour and the business to be transacted at and the purpose of
such meeting.
 
     Section 8. Quorum and Voting. At all meetings of the Board, a majority of
the directors shall constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meetings at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the Certificate of Incorporation. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
 
     Section 9. Committees. The Board of Directors may, by resolution, passed by
a majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by the Oklahoma General
Corporation Act, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. 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.
Subject to applicable corporate and securities laws and applicable rules and
regulations of any stock exchange or automated quotation system on which any
class of securities of the Corporation is listed or traded, at least one member
of the audit committee and compensation committee of the Board of Directors
shall be a Director Designated by Class A Holders (as defined in the Certificate
of Incorporation) until the occurrence of the later to occur of the following
events: (i) the outstanding shares of Class B Common Stock represent less than
25% of the total combined voting power of the Corporation's voting stock and
(ii) the outstanding shares of Class A Common Stock and Class B Common Stock
beneficially owned by the Dobson Family (as hereinafter defined), Dobson CC
Limited Partnership, an Oklahoma limited partnership, and their respective
affiliates (collectively, the "Dobson Group"), together with any person(s) with
whom any such member of the Dobson Group has or enters into a voting or similar
agreement or forms a "group" as used in Section 13(d) of the Securities Exchange
Act of 1934, as amended, represent less than 25% of the total combined voting
power of the Corporation's voting stock for a period of 90 consecutive days. For
purposes of this Section 9, the term "Dobson Family" means (i) each of Russell
L. Dobson, Everett R. Dobson, Stephen T. Dobson, (ii) each such person's spouse
and (iii) any parent or grandparent and any lineal descendant (including any
adopted child) of any parent or grandparent of such person or of his spouse.
 
     Section 10. Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.
 
     Section 11. Telephonic and Other Participation. Members of the Board of
Directors, or of any committee thereof, may participate in a meeting of such
Board or committee by means of conference telephone or similar communications
equipment that enables all persons participating in the meeting to hear each
other. Such participation shall constitute presence in person at such meeting.
 
     Section 12. Action Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent of such action is signed by
all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
 
     Section 13. Expenses. The directors may be paid their expenses, if any, of
attendance of such meeting of the Board of Directors and may be paid a fixed sum
for attendance at such meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
 
     Section 14. Removal of Officers. The Board of Directors at any time may, by
affirmative vote of a majority of the members of the Board then in office,
remove any officer elected or appointed by the Board of Directors for cause or
without cause.
 
     Section 15. Removal of Directors. Any director may be removed, for cause or
without cause, by a majority vote of the stockholders entitled to vote for the
election of such director at any annual or special meeting of the stockholders.
Whenever the holders of any class or series are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation, any director so
elected may be removed without cause only upon the vote of the holders of the
outstanding shares of that class or series and not the vote of the outstanding
shares as a whole. Upon such removal of a director, the stockholders (and not
the remaining directors) shall elect a director to replace such removed director
at the same stockholders' meeting at which such removal took place or at a
subsequent stockholders' meeting.
 
                                   ARTICLE IV
 
                                     NOTICES
 
     Section 1. Type and Method of Notice. Notices of meetings for directors and
stockholders shall be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice to
directors may also be given by telegram or facsimile transmission. Notice by
telegram shall be deemed to be given when delivered to the sending telegraph
office. Notice by facsimile transmission shall be deemed to be given when
received.
 
     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of law or of the Certificate of Incorporation or by these
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 deemed
equivalent to notice.
 
                                    ARTICLE V
 
                                    OFFICERS
 
     Section 1. General. The officers of the Corporation shall be chosen by the
Board of Directors and shall, at a minimum, consist of a President and a
Secretary. The Board of Directors may also choose additional officers, including
a Chairman, Vice- Chairman of the Board of Directors, a Chief Executive Officer,
a Chief Operating Officer, a Chief Financial Officer, one or more
Vice-Presidents who may be classified by their specific function, a Secretary, a
Treasurer and one or more Assistant Secretaries and Assistant Treasurers. Two or
more offices may be held by the same person, except the offices of President and
Secretary.
 
     Section 2. Selection of Officers. The Board of Directors after each annual
meeting of stockholders shall choose a Chairman of the Board of Directors, a
Chief Executive Officer, a President and a Secretary, and may choose such other
officers and agents as it shall deem necessary.
 
     Section 3. Salaries of Officers. The salaries of all officers and agents of
the Corporation shall be fixed by the Board of Directors.
 
     Section 4. Term of Office. The officers of the Corporation shall hold
office until their successors are chosen and qualify, until their earlier
resignation or removal. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.
 
     Section 5. Chairman and Vice-Chairman. The Chairman, or, in the absence of
the Chairman, a Vice-Chairman of the Board of Directors, if chosen, shall
preside at all meetings of the Board of Directors, and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe. If the Board of Directors designates the Chairman of the Board
to act as Chief Executive Officer, such duties shall be performed by such
person.
 
     Section 6. Chief Executive Officer. The Board of Directors shall select a
Chief Executive Officer of the Corporation, who will serve as an officer of the
Corporation. The Chief Executive Officer shall (i) have overall supervision of
the business of the Corporation and shall direct the affairs and policies of the
Corporation, subject to any direction which may be given by the Board of
Directors; (ii) shall have authority to designate the duties and powers of the
officers and delegate special powers and duties to specified officers, so long
as such designation shall not be inconsistent with the laws of the State of
Oklahoma, these bylaws or actions of the Board of Directors, and (iii) in
general have all other powers and shall perform all other duties incident to the
chief executive officer of a corporation and such other powers and duties as may
be prescribed by the Board of Directors from time to time. The Chief Executive
Officer shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.
 
     Section 7. Chief Operating Officer. The Board of Directors may select a
Chief Operating Officer, who will serve as an officer of the Corporation. The
Chief Operating Officer, if one is selected, need not hold any other office or
title. The Chief Operating Officer, if one is selected, shall have supervision
of the day-to-day business of the Corporation and shall direct the day-to-day
affairs and policies of the Corporation subject to any directions which may be
given by the Board of Directors and the Chief Executive Officer. The Chief
Operating Officer shall have authority to designate the duties and powers of the
officers and delegate special powers and duties to specified officers, so long
as such designation shall not be inconsistent with the laws of the State of
Oklahoma, these bylaws or actions of the Board of Directors or the Chief
Executive Officer, and shall in general have all other powers and shall perform
all other duties incident to the Chief Operating Officer of a corporation and
such other powers and duties as may be prescribed by the Board of Directors and
the Chief Executive Officer from time to time.
 
     Section 8. President. In the absence of the Chairman of the Board, the
President shall be the chief executive officer of the Corporation. The President
shall preside at all meetings of the stockholders and, unless a Chairman or
Vice-Chairman of the Board has been chosen, be present at all meetings of the
Board of Directors, and shall have general and active management of the business
of the Corporation and shall see that all orders and resolutions of the Board of
Directors, are carried into effect. If the Board of Directors does not designate
the Chairman of the Board to act as Chief Executive Officer, the President shall
serve as Chief Executive Officer of the Corporation. If the Board of Directors
does not designate the Chief Operating Officer of the Corporation, the President
shall serve as the Chief Operating Officer of the Corporation.
 
     Section 9. Duties of President. The President shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.
 
     Section 10. Vice-President. The Vice-President, or if there shall be more
than one, the Vice-Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe. The Board of Directors may designate one or more Vice Presidents as
Executive Vice President, Senior Vice President or such other designation as the
Board of Directors may select.
 
     Section 11. Secretary. The Secretary shall attend the meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and regular and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision the Secretary shall be.
Additionally, the Secretary shall have custody of the corporate seal of the
Corporation, and the Secretary or an Assistant Secretary, shall have the
authority to affix the same on any instrument requiring it, and when so affixed,
it may be attested by the Secretary's signature or by the signature of such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
the Secretary's signature.
 
     Section 12. Chief Financial Officer. The Board of Directors may select a
Chief Financial Officer, who will be an officer of the Corporation. The Chief
Financial Officer, if one is selected, may not need not hold any other officer
title. The Chief Financial Officer, if one is selected, shall have the duties
and powers as the Board of Directors prescribes.
 
     Section 13. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors from time to time
prescribe.
 
     Section 14. Treasurer. The Treasurer, if one is chosen, or if not, the
Secretary, shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.
 
     Section 15. Duties of Treasurer. The Treasurer, if one is chosen, or if
not, the Secretary, shall disburse the funds of the Corporation as may be
ordered by the Board of Directors' taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions performed by the Treasurer (or Secretary, as the case may be)
and of the financial condition of the Corporation.
 
     Section 16. Assistant Treasurer. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
 
                                   ARTICLE VI
 
                    CERTIFICATES OF STOCK, TRANSFERS OF STOCK
                          CLOSING OF TRANSFER BOOKS AND
                             REGISTERED STOCKHOLDERS
 
     Section 1. Stock Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of, the
Corporation by the Chairman or Vice- Chairman of the Board of Directors, or the
President or a Vice- President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by the stockholder in the Corporation.
 
     Section 2. Signatures. Any or all of the signatures on the certificate may
be a facsimile. In case an officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if the
person who signed the certificate was such officer, transfer agent or registrar
at the date of issue.
 
     Section 3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, advertise the same in such
manner as the Corporation shall require and/or to give the Corporation a bond in
such sum as the Corporation may direct as indemnity against any claim that may
be made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
 
     Section 4. Stock Transfers. Subject to transfer restrictions permitted by
Section 1055 of title 18 of the Oklahoma Statutes and to stop transfer orders
directed in good faith by the Corporation to any transfer agent to prevent
possible violations of federal or state securities laws, rules or regulations,
upon surrender to the Corporation or the transfer agent of 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.
 
     Section 5. Record Dates. The Board of Directors may fix a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of any meeting of stockholders, nor more than sixty (60) days prior to the
time for the other action hereinafter described, as of which there shall be
determined the stockholders who are entitled: to notice of or to vote at any
meeting of stockholders or any adjournment thereof; to express consent to
corporate action in writing without a meeting; to receive payment of any
dividend or other distribution or allotment of any rights; or to exercise any
rights with respect to any other lawful action.
 
     Section 6. Record Owner. The Corporation shall be entitled to treat the
person in whose name any share of stock is registered on the books of the
Corporation as the owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim or other interest in such shares in the
part of any other person, whether or not the Corporation shall have express or
other notice thereof.
 
                                   ARTICLE VII
 
                               GENERAL PROVISIONS
 
     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law.
 
     Section 2. Funds for Dividends. There may be set apart out of any of the
funds of the Corporation available for dividends such amounts as the Board of
Directors deems proper as a reserve or reserves for working capital,
depreciation, losses in value, or for any other proper corporate purpose, and
the Board of Directors may increase, decrease or abolish any such reserve in the
manner in which it was created.
 
     Section 3. Reports to Stockholders. The Board of Directors shall present at
each annual meeting and at any special meeting of the stockholders, when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.
 
     Section 4. Financial Instruments. All checks and 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.
 
     Section 5. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by the Board of Directors.
 
     Section 6. Corporate Seal. The Board of Directors may provide a suitable
seal, containing the name of the Corporation, which seal shall be in the charge
of the Secretary. If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the Treasurer
or by the Assistant Secretary or Assistant Treasurer. The seal may be used by
causing it, or a facsimile thereof, to be impressed or affixed or in any other
manner reproduced.
 
     Section 7. Books of Account. The books of account and other records of the
Corporation may be kept (subject to any provisions of Oklahoma law) at the
principal place of business and chief executive office of the Corporation.
 
                                  ARTICLE VIII
 
                     INDEMNIFICATION OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS
 
     Section 1. General. To the extent and in the manner permitted by the laws
of the State of Oklahoma and specifically as is permitted under Section 1031 of
Title 18 of the Oklahoma Statutes, the Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right of the
Corporation, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement.
 
                                   ARTICLE IX
 
                                   AMENDMENTS
 
     Section 1. General. The Bylaws may be amended and repealed, or new bylaws
may be adopted, by the stockholders or by the Board of Directors at any annual
or special meeting of the stockholders or of the Board of Directors if notice of
such amendment, repeal, or adoption of new bylaws be contained in the notice of
such meeting.