BYLAWS

                                       OF

                            BOK FINANCIAL CORPORATION

 

                                    ARTICLE 1

 

                                     Offices

 

Section 1.        Principal Office.

 

         The principal office of the corporation shall be located in the City of

Tulsa, County of Tulsa, State of Oklahoma. The corporation may have such other

offices, either within or without the State of Oklahoma, as the Board of

Directors may from time to time determine or as the business of the corporation

may from time to time require.

 

Section 2.        Registered Office.

 

         The registered office of the corporation in the State of Oklahoma shall

be located in the City of Tulsa, County of Tulsa. The address of the registered

office may be, but need not be, identical with that of the principal office of

the corporation in the State of Oklahoma; and the address of the registered

office may be changed from time to time by the Board of Directors.

 

Section 3.        Registered Agent.

 

         The registered agent of the corporation in the State of Oklahoma shall

reside in the City of Tulsa, County of Tulsa. The address of the registered

agent shall be identical with that of the registered office of the corporation

in the State of Oklahoma; the identity and/or address of the registered agent

may be changed from time to time by the Board of Directors.

 

                                   ARTICLE II

 

                            Meetings of Shareholders

 

Section 1.        Annual Meeting.

 

         An annual meeting of the shareholders shall be held on the last Tuesday

of April, each year, beginning with the year 1991, at the hour of ten o'clock

a.m., for the purpose of electing Directors and for the transaction of such

other business as may come before the meeting. If the day fixed for the annual

meeting shall be a legal holiday, such meeting shall be held on the next

succeeding business day. If for any reason the election of Directors shall not

be held at the annual meeting, or at any adjournment thereof, or if for any

reason the annual meeting be not held, the Board of Directors shall cause a

special meeting of the shareholders to be held for that purpose as soon

thereafter as may be convenient.

 

Section 2.        Special Meetings.

 

         Special meetings of the shareholders, for any purpose or purposes

whatsoever, may be called by the President of the corporation, the Board of

Directors or the Executive Committee, and shall be called by the President at

the request of one or more shareholders holding not less than one-fourth of the

voting power of all the outstanding shares of the corporation entitled to vote

at the meeting.

 

Section 3.        Place of Meeting

 

         Any annual, regular or special meeting of the shareholders of the

corporation may be held at any place, either within or without the State of

Oklahoma, if such place be designated in a written notice of the meeting sent to

all shareholders or in a waiver of notice signed by all shareholders entitled to

vote at a meeting. If no specific designation is made, the place of meeting

shall be the principal office of the corporation.

 

Section 4.        Notice of Meeting.

 

         Written or printed notice stating the place, day and hour of the

meeting and, in case of a special meeting, the purpose or purposes for which the

meeting is called, shall be delivered not less than ten nor more than forty days

before the date of the meeting, either personally or by mail, by or at the

direction of the President, or the Secretary, or the officer or persons calling

the meeting, to each shareholder of record entitled to vote at such meeting. If

mailed, such notice shall be deemed to be delivered when deposited in the United

States mail, addressed to the shareholder at his address as it appears on the

stock transfer books of the corporation, with postage thereon prepaid. If any

annual or special meeting of the shareholders be adjourned to another time or

place, no notice as to such adjourned meeting need be given other than by

announcement at the meeting at which such adjournment is taken; provided,

however, that in the event such meeting be adjourned for thirty days or more,

notice of the adjourned meeting shall be given as in the case of an original

meeting. Notice of the place, day, hour and purpose of any annual or special

meeting of the shareholders of the corporation may be waived in writing by any

shareholder or by his attendance at such meeting. Such waiver may be given

before or after the meeting, and shall be filed with the Secretary or entered

upon the records of the meeting.

 

<PAGE>

 

Section 5.        Voting Lists.

 

         The officer or agent having charge of the stock transfer books for

shares of the corporation shall make, at least ten calendar days before each

meeting of shareholders, a complete list of the shareholders entitled to vote at

such meeting, or any adjournment thereof, arranged in alphabetical order, with

the address of, and the number of shares held by, each, which list, for a period

of ten calendar days prior to such meeting, shall be kept on file at the

principal office of the corporation and shall be subject to inspection by any

shareholder or person representing shares at any time during usual business

hours. Such list shall also be produced and kept open at the time and place of

the meeting and shall be subject to the inspection of any shareholder during the

whole time of the meeting. Either such list, when certified by the officer or

agent preparing the same, or the original stock transfer books shall be prima

facie evidence as to who are the shareholders entitled to examine such list or

transfer books or to vote at any meeting of shareholders. Provided, however, it

shall not be necessary to prepare and produce a list of shareholders if the

share ledger reasonably shows in alphabetical order by classes of shares all

persons entitled to represent shares at such meeting with the number of shares

entitled to be voted by each shareholder.

 

Section 6.  Quorum.

            -------

 

         A majority of the outstanding shares of the corporation entitled to

vote, represented in person or by proxy, shall constitute a quorum at a meeting

of shareholders. If less than a majority of the outstanding shares are

represented at a meeting, a majority of the shares so represented may adjourn

the meeting from time to time without further notice. At such adjourned meeting

at which a quorum shall be present or represented, any business may be

transacted which might have been transacted at the meeting as originally

notified. The shareholders present at a duly organized meeting may continue to

transact business until adjournment, notwithstanding the withdrawal of enough

shareholders to leave less than a quorum.

 

Section 7.  Proxy.

            ------

 

         At any meeting of the shareholders every shareholder having the right

to vote shall be entitled to vote in person or by proxy appointed by an

instrument in writing subscribed by such shareholder or by his duly authorized

attorney and filed with the Secretary of the corporation at, or before, the

meeting, but in no case shall a proxy be appointed for a period in excess of

seven years.

 

Section 8.  Voting of Shares.

 

         When a quorum is present or represented at any meeting of the

shareholders, all matters, except as otherwise provided in the Certificate of

Incorporation, in these bylaws or by law, and except for the election of

Directors, shall be decided by the vote of the holders of shares representing a

majority of the voting power of the shareholders present in person or by proxy

and entitled to vote thereat and thereon. Election of Directors at any meeting

of the shareholders shall be by the affirmative vote of the holders of shares

representing a majority of the voting power of the shareholders present in

person or by proxy at the meeting and entitled to vote for the election of

Directors, provided that a quorum is present, and provided further that if the

number of nominees exceeds the number of Directors to be elected, the

shareholders shall instead elect the Directors by plurality vote of the shares

present in person or by proxy. The vote at any meeting of the shareholders on

any matter need not be by written ballot, except election of Directors, unless

so directed by the Chairman of the meeting. On a vote by ballot, each ballot

shall be signed by the shareholder voting, or by the shareholder's proxy, there

be such a proxy, and it shall state the number of shares voted. Each shareholder

entitled to vote at any annual, regular or special meeting shall have one vote,

in person or by proxy, for each share of stock held by him which has voting

power upon the matter in question at the time, and every fractional share of

stock, if any, shall entitle its owner to the corresponding fractional vote.

 

Section 9.  Voting of Shares by Certain Holders.

            ------------------------------------

 

         Shares standing in the name of another corporation shall be voted by

the President of such corporation, or by proxy appointed by him, unless some

other person, by resolution of such other corporation's Board of Directors,

shall be appointed to vote such shares, in which case such person shall be

entitled to vote the shares upon the production of a certified copy of such

resolution.

 

         Shares held by an administrator, executor, guardian or conservator may

be voted by him, either in person or by proxy, without a transfer of such shares

into his name. Shares standing in the name of a trustee may be voted by him

either in person or by proxy, but no trustee shall be entitled to vote shares

held by him without a transfer of such shares into his name.

 

         Shares standing in the name of a receiver may be voted by such

receiver, and shares held by or under the control of a receiver may be voted by

such receiver without the transfer thereof into his name if authority so to do

be contained in an appropriate order of the court by which such receiver was

appointed.

 

         A shareholder whose shares are pledged shall be entitled to vote such

shares until the shares have been transferred into the name of the pledgee, and

thereafter the pledgee shall be entitled to vote the shares so transferred.

Provided, however, that if the instrument of transfer discloses the pledge, the

transferor shall be entitled to vote such pledged shares unless, in the

instrument of transfer, the pledgor shall have expressly empowered the pledge to

represent the shares. If the pledgee is thus empowered, he or his proxy shall be

exclusively entitled to represent such shares. Shares of its own stock belonging

to the corporation shall not be voted, directly or indirectly, at any meeting,

and shall not be counted in determining the total number of outstanding shares

at any given time, but shares of its own stock held by the corporation in a

fiduciary capacity may be voted and shall be counted in determining the total

number of outstanding shares and the actual voting power of the shareholders at

any given time.

 

Section 10.  Inspectors of Election.

 

         In advance of any meeting of shareholders, the Board of Directors may

appoint inspectors of the election to act at such meeting or any adjournment

thereof, If the inspectors of the election be not so appointed, the Chairman of

any such meeting may, and on the request of any shareholder or his proxy shall,

make such appointment at the meeting. The number of such inspectors shall be one

or three. If appointed at a meeting on the request of one or more shareholders

or proxies, the majority of shares present and entitled to vote shall determine

whether one or three inspectors are to be appointed. An inspector need not be a

shareholder, but no person who is a candidate for an office of the corporation

shall act as an inspector.

 

          In case any person appointed as inspector fails to appear or fails or

refuses to act, the vacancy may be filled by appointment made by the Board of

Directors in advance of the convening of the meeting, or at the meeting by the

person or officer acting as Chairman.

 

          The inspectors shall first take and subscribe an oath or affirmation

faithfully to execute the duties of inspectors at such meeting with strict

impartiality and according to the best of their ability.

 

         The inspectors of the election shall determine the number of shares

outstanding and the voting power of each, the shares represented at the meeting,

the existence of a quorum, the authenticity, validity and effect of proxies,

receive votes or ballots, take charge of the polls, hear and determine all

challenges and questions in any way arising in connection with the right to

vote, count and tabulate all votes, determine the result, and do such other acts

as may be proper to conduct the election or voting with fairness to all

shareholders. The inspectors of the election shall perform their duties

impartially, in good faith, to the best of their ability, and as expeditiously

as is practical. If there be three inspectors, the decision, act or certificate

of a majority shall be effective in all respects as the decision, act or

certificate of all.

 

         On request of the Chairman of the meeting, or of any shareholder or his

proxy, the inspectors shall make a report in writing of any challenge or

question or matter determined by them, and execute a certificate of any fact

found by them. Any report or certificate made by them shall be prima facie

evidence of the facts stated therein; provided, however, that any ruling by such

inspectors may, upon being disputed by any shareholder, proxy or other person,

present at and entitled to vote at such meeting, be appealed to the floor of the

shareholders' meeting.

 

Section 11.  Informal Action by Shareholders.

 

         Any action required to be taken at a meeting of the shareholders, or

any other action which may be taken at a meeting of the shareholders, may be

taken without a meeting if a consent in writing, setting forth the action so

taken, shall be signed by the holders of outstanding shares having not less than

the 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 any such corporate action without a

meeting by less than unanimous written consent shall be given to those

shareholders who have not consented in writing.

 

                                   ARTICLE III

 

                                    Directors

 

Section 1.  Number, Tenure and Qualifications.

 

         The number of Directors of the corporation shall be not less than one

and not more than twenty-five, as determined by the vote of the shareholders at

the annual meeting, or at a special meeting called for such purpose. Directors

need not be residents of the State of Oklahoma or shareholders in the

corporation. A Director to be qualified to take office shall be legally

competent to enter into contracts. Directors, other than the initial Board of

Directors, shall be elected at the annual meeting of the shareholders, and each

Director shall be elected to serve until the next succeeding annual meeting and

until his successor shall have been elected and shall have qualified. The first

Board of Directors elected at the shareholders' organization meeting following

incorporation shall hold office until the first annual meeting of shareholders

following such organization meeting, and until their respective successors are

elected and have qualified.

 

Section 2.  Removal.

            --------

 

         The entire Board of Directors, or any individual Director, may be

removed from office, with or without cause, by a vote of a majority of the

outstanding share entitled to vote at any annual, regular or special meeting of

the shareholders.

 

Section 3.  Vacancies.

 

         Any vacancy occurring in the Board of Directors by reason of death or

resignation may be filled by the affirmative vote of a majority of the remaining

Directors, though less than a quorum of the Board of Directors. A Director

elected to fill a vacancy shall be elected for the unexpired term of his

predecessor in office.

 

         Any directorship to be filled by reason of an increase in the number of

Directors shall be filled by election at the annual, regular or special meeting

of shareholders which increased the number of Directors. Any directorship or

directorships to be filled by reason of a removal by the shareholders shall be

filled by election at the annual, regular or special meeting which voted the

removal.

 

Section 4.  Compensation.

 

         By resolution of the Board of Directors, the Directors may be paid

their expenses, if any, of attendance at each meeting of the Board of Directors,

and may be paid a fixed sum for attendance at each 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 any committee appointed by the Board of

Directors may be allowed like compensation for attending committee meetings.

 

Section 5.  General Powers.

 

         The business and affairs of the corporation shall be managed and

conducted and all corporate powers shall be exercised 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 statute or by the certificate of incorporation or

by these bylaws directed or required to be exercised and done by the

shareholders. The Board of Directors shall elect all officers of the corporation

and may impose upon them such additional duties and give them such additional

powers not defined in these bylaws and not inconsistent herewith, as they may

determine.

 

Section 6.  Executive Committee.

 

         The Board of Directors, by resolution adopted by a majority of the

entire Board, may designate two or more Directors to constitute an Executive

Committee, which Committee, to the extent provided in such resolution, shall

have and exercise all of the authority of the Board in the management of the

corporation; but such Committee shall act only in the interval between meetings

of the Board, and shall be subject at all times to the control and direction of

the Board. The Board of Directors shall have the power at any time to fill

vacancies in, to change the membership of, or to dissolve such Committee. A

majority of the members of any such Committee may determine its action and fix

the time and place of its meetings unless the Board of Directors shall otherwise

provide.

 

Section 7.  Advisory Directors.

 

         The Board of Directors may, by resolution adopted by a majority of the

entire Board, appoint one or more advisory directors who shall have no vote or

authority to act and who shall provide only general policy advice to the Board.

Advisory directors shall have no voting rights and shall not be counted or

included as a director for quorum or any other purposes.

 

Section 8.  Committees.

 

         The Board of Directors, by vote of a majority of the Directors then in

office, may elect from its number one or more committees, in addition to the

Executive Committee, and may delegate thereto some or all of its power except

those which by law may not be delegated. Except as the Board of Directors may

otherwise determine, any such committee may make rules for the conduct of its

business, but unless otherwise provided by the Board of Directors or in such

rules, its business shall be conducted so far as possible in the same manner as

provided in these bylaws for the Board of Directors. All members of such

committees shall hold such offices at the pleasure of the Board of Directors.

The Board of Directors may abolish any such committee at any time. Any committee

to which the Board of Directors delegates any of its powers and duties shall

keep records of its meetings and shall report its action to the Board of

Directors. The Board of Directors shall have power to rescind any action of any

committee, but no such rescission shall have retroactive effect.

 

Section 9.  Manner of Participation.

 

         Directors may participate in meetings of the Board of Directors,

including any committee meetings, by means of conference telephone or similar

communications equipment by means of which all Directors participating in the

meeting can hear each other, and participation in the meeting in accordance

herewith shall constitute presence in person at such meeting for purposes of

these bylaws.

 

                                   ARTICLE IV

 

                       Meetings of the Board of Directors

 

Section 1.  Regular Meetings.

 

         A regular meeting of the Board of Directors shall be held without other

notice than this bylaw, immediately after, and at the same place as, the annual

meeting of shareholders, or at such other time and place as shall be fixed by

the vote of the shareholders at the annual meeting, and no notice of such

meeting shall be necessary. The Board of Directors may provide, by resolution,

the time and place, either within or without the State of Oklahoma, for the

holding of additional regular meetings without other notice than such

resolution.

 

<PAGE>

 

Section 2.  Special Meetings.

 

         Special meetings of the Board of Directors may be called by or at the

request of the President or any two Directors. The person or persons authorized

to call special meetings of the Board of Directors may fix any place, either

within or without the State of Oklahoma, as the place for holding any special

meeting of the Board of Directors called by them. Meetings may be held at any

time and any place without notice, if all the Directors are present or if those

not present waive notice of the meeting in writing.

 

Section 3.  Notice.

            -------

 

         Regular meetings of the Board of Directors may be held without notice

of such time and place, either within or without the State of Oklahoma, as shall

from time to time be determined by the Board of Directors. Notice of any special

meeting shall be given at least three days prior thereto by written notice

delivered personally or mailed to each Director at his business address, or by

telegram, telecopy or telex. If mailed, such notice shall be deemed to be

delivered when deposited in the United States mail so addressed, with postage

prepaid thereon. If notice be given by telegram, such notice shall be deemed to

be delivered when the telegram is delivered to the telegraph company. Any

Director may, in writing, waive notice of any meeting, either before or after

such meeting. The attendance of a Director at a meeting shall constitute a

waiver of notice of such meeting, except where a Director attends a meeting for

the express purpose of objecting to the transaction of any business because the

meeting is not lawfully called or convened. Neither the business to be

transacted at, nor the purpose of, any regular or special meeting of the Board

of Directors need be specified in the notice or waiver of notice of such

meeting, except as required by statute or specifically provided for herein.

 

Section 4.  Quorum.

            -------

 

         In all meetings of the Board of Directors a majority of the entire

number of Directors then elected and serving shall be necessary to constitute a

quorum for the transaction of business, unless a greater number is required by

the certificate of incorporation or by these bylaws. The act of the majority of

the Directors present at a meeting at which a quorum is present shall be the act

of the Board of Directors, unless the act of a greater number is expressly

required by statute, the certificate of incorporation or by these bylaws. If a

quorum shall not be present at any meeting 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.

 

<PAGE>

 

Section 5.  Action Without Meeting.

 

         Any action which might be taken at a meeting of the Board of Directors

may be taken without a meeting if a record or memorandum thereof be made in

writing and signed by all of the members of the Board.

 

                                    ARTICLE V

 

                                    Officers

 

Section 1.  Number.

            -------

 

         The officers of the corporation shall be a President, a Secretary and a

Treasurer, each of whom shall be elected by the Board of Directors. The Board of

Directors may elect or appoint a Chairman of the Board, one or more Vice

Presidents, and any other officers, assistant officers and agents as it shall

deem necessary or desirable, who shall hold their offices for such terms and

shall have such authority and perform such duties as shall be determined from

time to time by the Board. Any two or more corporate offices, except those of

President and Vice President, or President and Secretary, may be held by the

same person; but no officer shall execute, acknowledge or verify any instrument

in more than one capacity if such instrument be required by law or by these

bylaws to be executed, acknowledged or verified by any two or more officers.

 

Section 2.  Election and Term of Office.

 

         The officers of the corporation to be elected by the Board of Directors

shall be elected annually by the Board of Directors at the first meeting of the

Board of Directors held after each annual meeting of the shareholders. If the

election of officers shall not be held at such meeting, such election shall be

held as soon thereafter as conveniently may be. Additional officers and

assistant officers may be elected or appointed by the Board of Directors during

the year. Each officer shall hold office until his successor shall have been

duly elected and shall have qualified, or until his death or until he shall

resign or shall have been removed in the manner hereinafter provided.

 

Section 3.  Qualification.

 

         To be qualified to take office, an officer shall be legally competent

to enter into contracts. Officers need not be residents of Oklahoma or of the

United States. Officers need not be shareholders of the corporation, and only

the President need be a Director of this corporation. The Treasurer may be a

corporation.

 

<PAGE>

 

Section 4.  Removal.

            --------

 

         Any officer or agent elected or appointed by the Board of Directors may

be removed at any time by the Board of Directors whenever in its judgment the

best interests of the corporation would be served thereby.

 

Section 5.  Vacancies.

 

         A vacancy in any office because of death, resignation, removal,

disqualification or otherwise, may be filled by the Board of Directors for the

unexpired portion of the term.

 

Section 6.  Compensation.

 

         The compensation of all officers, assistant officers and agents of the

corporation shall be fixed by the Board of Directors.

 

Section 7.  Chairman of the Board.

 

         If elected or appointed by the Board of Directors, the Chairman of the

Board of Directors shall, when present, preside at all meetings of the

stockholders and Board of Directors, either annual or special. The Chairman of

the Board of Directors, or such other member of the Board of Directors as may be

so designated by the Board of Directors, shall be the chief executive officer of

the corporation. He shall assist the Board of Directors in the formulation of

policies to be pursued by the executive management of the corporation. He may

sign with the Secretary or any other proper officer of the corporation,

thereunto authorized by the Board of Directors, and deliver on behalf of the

corporation any deeds, mortgages, bonds, contracts, powers of attorney, or other

instruments which the Board of Directors have authorized to be executed, except

in cases where the signing and execution thereof shall be expressly delegated by

the Board of Directors or by these Bylaws to some other officer or agent of the

corporation or shall be required by law to be otherwise signed or executed. He

shall perform all such other duties as are incident to his office or are

properly required of him by the Board of Directors.

 

Section 8.  President.

 

         The President shall be the chief administrative officer of the

corporation. He shall, when present, preside at all meetings of the Board of

Directors and stockholders unless there be elected a Chairman of the Board and

the same is present at the meeting. He shall be ex officio a member of any

committee of Directors. He 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. He shall have the power to

execute bonds, mortgages and other contracts requiring a seal, under the seal of

the corporation, except where required by law to be otherwise signed and

executed and where the signing and execution thereof shall be expressly

delegated by the Board of Directors to some other officer or agent of the

corporation. He shall vote stock which may stand in the name of the corporation

on the books of any other company. He shall have power to superintend any

officers or heads of departments and to dismiss any of the subordinate employees

when he shall deem proper. He shall perform such other duties and exercise such

other powers as are provided in these bylaws and, in addition thereto, as are

incident to his office or are properly required of him by the Board of

Directors.

 

         In the event no Chairman of the Board shall be elected or in the

absence of the Chairman of the Board or in the event of his inability or refusal

to act, the President shall perform the duties of the Chairman of the Board, and

when so acting shall have all the powers of and be subject to all the

restrictions upon the Chairman of the Board.

 

Section 9.  The Vice President.

 

         In the absence of the President, or in the event of his death, or

inability or refusal to act, the Vice President (or in the event there be more

than one Vice President, the Vice Presidents in the order designated at the time

of their election or in the absence of any designation, then in the order of

their election) shall perform the duties of the President, and when so acting,

shall have all the powers of and be subject to all the restrictions upon the

President. Any Vice President may sign, with the Secretary or an Assistant

Secretary, certificates for shares of the corporation, and shall perform such

other duties as from time to time may be assigned to him by the President or by

the Board of Directors.

 

Section 10.  The Secretary.

 

         The Secretary shall: (a) Keep the minutes of the shareholders' meetings

and of the Board of Directors' meetings in one or more books provided for that

purpose; (b) see that all notices are duly given in accordance with the

provisions of these bylaws and as required by law; (c) be custodian of the

corporate records and of the seal of the corporation and see that the seal of

the corporation is affixed to all documents, the execution of which on behalf of

the corporation under its seal is duly authorized; (d) keep a register of the

post office address of each shareholder; (e) sign, with the President or a

Vice-President, certificates for shares of the corporation, the allotment of

which shall have been authorized by resolution of the Board of Directors; (f)

have general charge of the stock transfer books of the corporation; (g) in

general, perform all duties incident to the office of Secretary and such other

duties as from time to time may be assigned to him by the President or by the

Board of Directors.

 

Section 11.  The Treasurer.

 

         If required by the Board of Directors, the Treasurer shall give a bond

for the faithful discharge of his duties in such sum and with such surety or

sureties as the Board of Directors shall determine. He shall: (a) have charge

and custody of and be responsible for all funds and securities of the

corporation, receive and give receipts for moneys due and payable to the

corporation from any source whatsoever, and deposit all such moneys in the name

of the corporation in such banks, trust companies or other depositories as shall

be selected; and (b) in general, perform all the duties as from time to time may

be assigned to him by the President or by the Board of Directors.

 

Section 12.  Assistant Secretaries and Assistant Treasurers.

             -----------------------------------------------

 

         The Assistant Secretaries shall, in the absence or disability of the

Secretary, perform the duties and exercise the powers of the Secretary, and may

sign with the President or a Vice President, certificates for shares of the

corporation, the allotment of which shall have been authorized by a resolution

of the Board of Directors. The Assistant Treasurers shall, in the absence or

disability of the Treasurer, perform the duties and exercise the power of the

Treasurer, and, if required by the Board of Directors, give bonds for the

faithful discharge of their duties in such sums and with such sureties as the

Board of Directors shall determine. The Assistant Secretaries and Assistant

Treasurers, in general, shall perform such duties as shall be assigned to them

by the Secretary or the Treasurer, respectively, or by the President or the

Board of Directors.

 

                                   ARTICLE VI

 

                    Indemnification of Officers and Directors

 

Section 1.

 

         (a) Definitions. As used herein, the term "director" shall include each

present and former director of the Corporation and the term "officer" shall

include each present and former officer of the Corporation as such, and the

terms "director" and "officer" shall also include each such director or officer

who, at the Corporation's request, is serving or may have served as a director

or officer of another corporation in which the Corporation owns, directly or

indirectly, shares of capital stock or of which it is a creditor, in his

capacity as a director or officer of such corporation. Solely for purposes of

the indemnification provisions of this ARTICLE VI, the term "director" shall

also include each advisory director appointed by the Board pursuant to the

provisions of Section 7 of ARTICLE III above. The term "officer" means Chairman

of the Board of Directors, President, Vice President, Treasurer, Secretary and

each assistant or divisional officer. The term "expenses" shall include, but

shall not be limited to, reasonable amounts for attorneys' fees, costs,

disbursements and other expenses and the amount or amounts of judgments, fines,

penalties and other liabilities.

 

         (b) Indemnification Granted. Each director and officer shall be and

hereby is indemnified by the Corporation against:

 

                  (i) expenses incurred or paid by him in connection with any

         claim made against him or any actual or threatened action, suit or

         proceeding (civil, criminal, administrative, investigative or other,

         including appeals, and whether or not relating to a date prior to the

         adoption of this Bylaw) in which he may be involved as a party or

         otherwise, by reason of his being or having been a director or officer,

         or by reason of any action taken or not taken by him in such capacity,

         and

 

                  (ii) the amount or amounts paid by him in settlement of any

         such claim, action, suit or proceeding or any judgment or order entered

         therein, subject, however, to the following provisions:

 

                           (A) excluded from the indemnity given in

                  subparagraphs (i) and (ii) above are any amounts paid or

                  payable by any such director or officer to the Corporation or

                  to any other corporation referred to in paragraph (a) hereof,

                  and

 

                           (B) a director or officer who has been wholly

                  successful, on the merits or otherwise, in defense of any such

                  claim, action, suit or proceeding or in defense of any claim,

                  issue or matter therein, shall be entitled as of right to

                  indemnification for expenses incurred by him therein. In any

                  other case indemnification shall be made only upon a

                  determination made, in the manner provided in subsection (C)

                  below, that the director or officer acted in good faith for a

                  purpose which he reasonably believed to be in the best

                  interest of the Corporation or such other corporation, as the

                  case may be, and in addition in any criminal action or

                  proceeding that he had no reasonable cause to believe that his

                  conduct was unlawful and, in case of any amount or amounts

                  paid in settlement, that such settlement is or was reasonable

                  and in the interest of the Corporation; provided, however, if

                  at any time any provisions are contained in the laws of the

                  State of Oklahoma prohibiting indemnification in respect of

                  any claim, issue or matter except upon a determination of the

                  extent thereof in the manner provided therein, then

                  indemnification in respect thereof shall be made only in

                  accordance with such provisions, and

 

                           (C) all determinations required or permitted by this

                  Bylaw, except those to be made pursuant to statutory

                  provisions, shall be made by a majority of a quorum of the

                  Board of Directors comprised of those directors who are not

                  parties to such claim, action, suit or proceeding, or if no

                  such quorum exists, or, if such quorum exists and it so

                  resolves, by a group of three or more disinterested persons to

                  whom the question shall be referred by a quorum of the entire

                  Board of Directors. In determining whether a director or

                  officer has met the standards of conduct above set forth, or

                  whether a settlement is or was reasonable and in the interest

                  of the Corporation, the said majority of a quorum of the Board

                  of Directors, or such disinterested group, as the case may be,

                  may conclusively rely upon the opinion as to facts or law or

                  both of independent legal counsel selected by them. Neither

                  termination of any claim, action, suit or proceeding, civil or

                  criminal, by judgment, order, settlement or conviction nor the

                  entry in a criminal case of any plea shall create a

                  presumption that a director or officer did not meet the

                  standards of conduct above set forth.

 

         Subject to the limitations hereinabove imposed, it is intended by this

         Bylaw to grant indemnity to the full extent permissible under the law.

         It is not intended that the provisions of this bylaw shall be

         applicable to, and they are not to be construed as granting indemnity

         with respect to, matters as to which indemnification would be in

         contravention of the laws of the State of Oklahoma or of the United

         States of America, whether as a matter of public policy or pursuant to

         statutory provision.

 

                  (c)  Miscellaneous.

 

                           (i) Expenses incurred and amounts paid in settlement

                  with respect to any claim, action, suit or proceeding of the

                  character described in paragraph (b)(i) above may be advanced

                  by the Corporation prior to the final disposition thereof upon

                  receipt of an undertaking by or on behalf of the recipient to

                  repay such amount as shall not ultimately be determined to be

                  payable to him under this Bylaw.

 

                           (ii) The rights of indemnification herein provided

                  for shall be severable, shall not be exclusive of other rights

                  to which any director or officer now or hereafter may be

                  entitled, shall continue as to a person who has ceased to be

                  an indemnified person and shall inure to the benefit of the

                  heirs, executors, administrator and other legal

                  representatives of such a person.

 

                           (iii) The provisions of this Bylaw shall be deemed to

                  be a contract between the Corporation and each director or

                  officer who serves in such capacity at any time while such

                  Bylaw is in effect.

 

                           (iv) The Board of Directors shall have power on

                  behalf of the Corporation to grant indemnification to any

                  person other than a director or officer to such extent as the

                  Board in its discretion may from time to time determine.

 

                           (v) The Corporation shall have power to but shall not

                  be obligated to purchase and maintain insurance at its expense

                  on behalf of any person who is or was a director, officer,

                  employee or agent of another corporation, partnership, joint

                  venture, trust or other enterprise, against any liability

                  asserted against him and incurred by him in any such capacity

                  or arising out of his status as such, whether or not the

                  Corporation would have the power to indemnify him against such

                  liability.

 

                                   ARTICLE VII

 

                                 Shares of Stock

 

Section 1.  Certificates of Stock; Uncertificated Shares.

            ---------------------------------------------

 

         Shares of the capital stock of the corporation may be certificated or

uncertificated, as provided under the General Corporation Act of the State of

Oklahoma. Each stockholder, upon written request to the transfer agent or

registrar of the corporation, shall be entitled to a certificate of the capital

stock of the corporation in such form as may from time to time be prescribed by

the Board of Directors. Such certificate shall bear the corporation seal and

shall be signed by the Chairman of the Board or the President or a Vice

President and by the Treasurer or an Assistant Treasurer or the Secretary or an

Assistant Secretary. The corporation seal and the signatures by the corporation

officers may be facsimiles or other electronic means if the certificate is

manually countersigned by an authorized person on behalf of a transfer agent or

registrar other than the corporation or its employee. In case any officer,

transfer agent or registrar who has signed or whose facsimile signature has been

placed on such 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 such officer, transfer agent or registrar

were such officer, transfer agent or registrar at the time of its issue. All

certificates for shares shall be consecutively numbered or otherwise identified.

The name and address of the persons to whom the shares issued, the number of

shares represented thereby and the date of issue shall be entered on the stock

transfer books of the corporation. All certificates surrendered to the

corporation for transfer shall be canceled, and no new certificate shall be

issued until the former certificate for a like number of shares shall have been

surrendered and canceled, except that in the case of a lost, destroyed or

mutilated certificate, a new one may be issued therefore upon such terms and

indemnity to the corporation as the Board of Directors may prescribe.

 

Section 2.  Transfer of Shares.

 

         Subject to any restrictions on transfer and unless otherwise provided

by the Board of Directors, shares of stock may be transferred only on the books

of the corporation, if such shares are such shares are certificated, by the

surrender to the corporation or its transfer agent of the certificate therefore

properly endorsed and accompanied by a written assignment or power of attorney

properly executed, or upon property instructions from the holder of

uncertificated shares, in each case with such proof of the authenticity of

signature as the corporation or its transfer agent may reasonably require.

 

                                  ARTICLE VIII

 

                    Record Holders and Fixing of Record Date

 

Section 1.  Record Holders.

            --------------

 

         Except as may otherwise be required by law, the corporation shall be

entitled to treat the record holder of stock as show on its books as the owners

of such stock for all purposes, including the payment of dividends and the right

to vote with respect thereto, regardless of any transfer, pledge or other

disposition of such stock, until the shares have been transferred on the books

of the corporation in accordance with the requirements of these bylaws. It shall

be the duty of each stockholder to notify the Corporation of his, her or its

post office address, or other delivery address (electronic or otherwise), and

any changes thereto.

 

Section 2.  Record Date.

            -----------

 

         In order that the corporation may determine the stockholders entitled

to receive notice of or to vote at any meeting of the stockholders or any

adjournments thereof, or to express consent to corporation action in writing

without a meeting, or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in

respect of any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix, in advance, a record date,

which (i) with respect to any meeting of stockholders, shall be not more than 60

nor less than 10 days (except as otherwise required by law) before the date of

such meeting, (ii) with respect to corporate action without a meeting, shall be

not more than 10 days after the date on which the resolution fixing the record

date is adopted by the Board of Directors and (iii) with respect to any other

lawful action, shall be not more than 60 days prior to such action. In such

case, only stockholders of record on such record date shall be so entitled,

notwithstanding any transfer of stock on the books of the corporation after the

record date.

 

         If no record date is fixed for the determination of the shareholders

entitled to notice of or to vote at a meeting of shareholders, or of the

shareholder entitled to receive payment of a dividend or distribution or

allotment of rights, the date on which notice of the meeting is mailed or the

date on which the resolution of the Board of Directors declaring such dividend

or distribution or the allotment of rights is adopted, as the case may be, shall

be the record date for determination of shareholder.

 

                                   ARTICLE IX

 

                                   Fiscal Year

 

         The fiscal year of the corporation shall be fixed by resolution of the

Board of Directors.

 

                                    ARTICLE X

 

                                  Annual Report

 

         The Board of Directors shall not be required to cause an annual report

to be sent to the shareholders, but may do so in its discretion.

 

                                   ARTICLE XI

 

                                    Dividends

 

         The Board of Directors may declare, and the corporation may pay,

dividends on its outstanding shares in cash, property or its own shares, subject

to the provisions of the statutes and any provision of the certificate of

incorporation.

 

         Before the payment of any dividend or other distribution of profits,

there may be set aside out of any funds of the corporation available for such

purpose such sum or sums as the Directors from time to time, in their absolute

discretion, consider to be a proper reserve fund to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property of the

corporation, or for such other purpose as the Directors shall determine to be in

the interest of the corporation, and the Directors may modify or abolish any

such reserve in the manner in which it was created.

 

                                   ARTICLE XII

 

                                      Seal

 

         The Board of Directors shall adopt and provide a corporate seal, which

shall be circular in form and shall have inscribed thereon the name of the

corporation, the state of incorporation and the words "Corporate Seal."

 

 

                                  ARTICLE XIII

 

                                   Amendments

 

         These bylaws may be altered or repealed, or new bylaws may be adopted

by a majority vote of a quorum of the members of the Board of Directors at any

annual, regular or special meeting duly convened after notice to the Directors

setting out the purpose of the meeting, subject to the power of the shareholders

to alter or repeal such bylaws; provided, however, the Board shall not adopt or

alter any bylaw fixing their number, qualifications, classifications or terms of

office, but any such bylaw may be adopted or altered only by the vote of a

majority of a quorum of the shareholders entitled to exercise the voting power

of the corporation at any annual, regular or special meeting duly convened after

notice to the shareholders setting out the purpose of the meeting.

 

[End]