8-K

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549

                                 FORM 8-K

                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported): April 19, 2001

                             UNIT CORPORATION
            (Exact Name of Registrant as Specified in Charter)

           Delaware                 1-9260               73-1283193

   (State of Incorporation)    (Commission File        (IRS Employer
                                   Number)          Identification No.)

                           1000 Kensington Tower
                              7130 South Lewis
                           Tulsa, Oklahoma 74136

            (Address of Principal Executive Offices)  (Zip Code)

     Registrant's telephone number, including area code: (918) 493-7700

                               Not Applicable
       (Former Name or Former Address, if Changed Since Last Report)
























                                    1


ITEM 5.   OTHER EVENTS.

     On April 19, 2001, the Company's Board of Directors approved certain
amendments to the Company's Amended and Restated Certificate of Incorporation,
By-laws, the Rights Agreement, dated May 19, 1995, between the Company and
Chemical Bank, as Rights Agent, as well as the form of Indemnification Agreement
entered into between the Company and its executive officers and directors.
Copies of these various documents and agreements, as amended, are attached as
exhibits hereto and incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c) The Company files the following exhibits as part of this report:

Exhibit No.              Description
- -----------              -----------

    3.1     Certificate of Correction of the
            Amended and Restated Certificate of
            Incorporation of Unit Corporation

    3.2     By-laws of Unit Corporation

    4       First Amendment of Rights Agreement
            dated May 19, 1995, between the
            Company and Mellon Shareholder
            Services LLC, as Rights Agent

    10      Form of Indemnification Agreement
            entered into between the Company and
            its executive officers and directors


                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  August 23 , 2001
       ----------------
                             UNIT CORPORATION

                               By: /S/  John G. Nikkel
                               --------------------------
                               John G. Nikkel
                               President









                                    2


Exhibit Index


Exhibit No.              Description
- -----------              -----------

    3.1     Certificate of Correction of the
            Amended and Restated Certificate of
            Incorporation of Unit Corporation

    3.2     By-laws of Unit Corporation

    4       First Amendment of Rights Agreement,
            dated May 19, 1995, between the
            Company and Mellon Shareholder
            Services LLC, as Rights Agent

    10      Form of Indemnification Agreement
            entered into between the Company and
            its executive officers and directors






































                                    3

EX-3.1

                          CERTIFICATE OF CORRECTION
                                   OF THE
              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                     OF
                               UNIT CORPORATION


     Unit Corporation, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

1.   The Amended and Restated Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on May 16, 2000
and said Amended and Restated Certificate of Incorporation requires correction
as permitted by subsection (f) of Section 103 of the General Corporation Law of
the State of Delaware.

2.   The inaccuracy or defect of said Amended and Restated Certificate of
Incorporation to be corrected is that the terms of the Series A Participating
Cumulative Preferred Stock of the Corporation, as set forth in the Certificate
of Designation of the Corporation as filed with the Secretary of State of the
State of Delaware on September 16, 1999, were inadvertently omitted from said
Amended and Restated Certificate of Incorporation and should be included
therein.

3.   Said Amended and Restated Certificate of Incorporation is corrected by
inserting the following at the end of Article Four and by attaching thereto
Annex 1 attached hereto:

   Pursuant to authority conferred by this Article Four upon the Board of
   Directors of the Corporation, the Board of Directors created a series of
   250,000 shares of Preferred Stock designated as Series A Participating
   Cumulative Preferred Stock by filing a Certificate of Designation of the
   Corporation with the Secretary of State of the State of Delaware on
   September 16, 1999, and the voting powers, designations, preferences and
   relative, participating and other special rights, and the qualifications,
   limitations and restrictions thereof, of the Series A Participating
   Cumulative Preferred Stock of the Corporation are as set forth in Annex 1
   hereto and are incorporated herein by reference.

   IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its duly authorized officer this 19th day of April, 2001.

                             UNIT CORPORATION


                             By:___________________________
                             Name: John G. Nikkel
                             Title: President











                                 ANNEX 1


          SECTION 1.  Designation and Number of Shares.  The shares of such
series shall be designated as "Series A Participating Cumulative Preferred
Stock" (the "Series A Preferred Stock"), par value $1.00 per share.  The number
of shares initially constituting the Series A Preferred Stock shall be 250,000;
provided, however, that, if more than a total of 250,000 shares of Series A
Preferred Stock shall be issuable upon the exercise of Rights (the "Rights")
issued pursuant to the Rights Agreement dated as of May 19, 1995, between the
Corporation and Chemical Bank, a New York banking corporation, as Rights Agent
(the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to
Section 151(g) of the General Corporation Law of the State of Delaware, shall
direct by resolution or resolutions that a certificate be properly executed,
acknowledged, filed and recorded, in accordance with the provisions of Section
103 thereof, providing for the total number of shares of Series A Preferred
Stock authorized to be issued to be increased (to the extent that the
Certificate of Incorporation then permits) to the largest number of whole shares
(rounded up to the nearest whole number) issuable upon exercise of such Rights.

          SECTION 2.  Dividends or Distributions.  (a) Subject to the prior and
superior rights of the holders of shares of any other series of Preferred Stock
or other class of capital stock of the Corporation ranking prior and superior to
the shares of Series A Preferred Stock with respect to dividends, the holders of
shares of the Series A Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors, out of the assets of the Corporation
legally available therefor,  (1) quarterly dividends payable in cash on the last
day of each fiscal quarter in each year, or such other dates as the Board of
Directors of the Corporation shall approve (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or a
fraction of a share of Series A Preferred Stock, in the amount of $1.00 per
whole share (rounded to the nearest cent) less the amount of all cash dividends
declared on the Series A Preferred Stock pursuant to the following clause (2)
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock (the total of which
shall not, in any event, be less than zero) and (2) dividends payable in cash on
the payment date for each cash dividend declared on the Common Stock in an
amount per whole share (rounded to the nearest cent) equal to the Formula Number
(as hereinafter defined) then in effect times the cash dividends then to be paid
on each share of Common Stock.  In addition, if the Corporation shall pay any
dividend or make any distribution on the Common Stock payable in assets,
securities or other forms of noncash consideration (other than dividends or
distributions solely in shares of Common Stock), then, in each such case, the
Corporation shall simultaneously pay or make on each outstanding whole share of
Series A Preferred Stock a dividend or distribution in like kind equal to the
Formula Number then in effect times such dividend or distribution on each share
of the Common Stock.  As used herein, the "Formula Number" shall be 100;
provided, however, that, if at any time after May 19, 1995 the Corporation shall
(i) declare or pay any dividend on the Common Stock payable in shares of Common
Stock or make any distribution on the Common Stock in shares of Common Stock,
(ii) subdivide (by a stock split or otherwise) the outstanding shares of Common
Stock into a larger number of shares of Common Stock or (iii) combine (by a
reverse stock split or otherwise) the outstanding shares of Common Stock into a
smaller number of shares of Common Stock, then in each such event the Formula
Number shall be adjusted to a number determined by multiplying the Formula
Number in effect immediately prior to such event by a fraction, the numerator of
which is the number of shares of Common Stock that are outstanding immediately
after such event and the denominator of which is the number of shares of Common
Stock that are outstanding immediately prior to such event (and rounding the
result to the nearest whole number); and provided further, that, if at any time
after May 19, 1995, the Corporation shall issue any shares of its capital stock
in a merger, reclassification, or change of the outstanding shares of Common
Stock, then in each such event the Formula Number shall be appropriately
adjusted to reflect such merger, reclassification or change so that each share
of Preferred Stock continues to be the economic equivalent of a Formula Number
of shares of Common Stock prior to such merger, reclassification or change.

          (b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in Section 2(a) immediately prior to or at
the same time it declares a dividend or

                                     A-1


distribution on the Common Stock (other than a dividend or distribution solely
in shares of Common Stock); provided, however, that, in the event no dividend or
distribution (other than a dividend or distribution in shares of Common Stock)
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.  The Board of Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive a dividend or
distribution declared thereon, which record date shall be the same as the record
date for any corresponding dividend or distribution on the Common Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series A
Preferred Stock; provided, however, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Notwithstanding the foregoing, dividends on shares of Series A Preferred Stock
which are originally issued prior to the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend on the first Quarterly Dividend Payment Date shall be calculated as if
cumulative from and after the last day of the fiscal quarter next preceding the
date of original issuance of such shares. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.

          (d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on the Common Stock
unless, in each case, the dividend required by this Section 2 to be declared on
the Series A Preferred Stock shall have been declared.

          (e) The holders of the shares of Series A Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

          SECTION 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting riqhts:

          (a) Each holder of Series A Preferred Stock shall be entitled to a
number of votes equal to the Formula Number then in effect, for each share of
Series A Preferred Stock held of record on each matter on which holders of the
Common Stock or stockholders generally are entitled to vote, multiplied by the
maximum number of votes per share which any holder of the Common Stock or
stockholders generally then have with respect to such matter (assuming any
holding period or other requirement to vote a greater number of shares is
satisfied).

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as one class for the election of directors of
the Corporation and on all other matters submitted to a vote of stockholders of
the Corporation.

          (c) Except as provided herein, in Section 11 or by applicable law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for authorizing or taking
any corporate action.

          SECTION 4.  Certain Restrictions.  (a) Whenever quarterly dividends or
other dividends or distributions payable on the Series A Preferred Stock as
provided in Section 2 are in arrears, thereafter

                                     A-2


and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred Stock outstanding shall have been paid
in full, the Corporation shall not

          (i) declare or pay dividends on, make any other distributions on, or
     redeem or purchase or otherwise acquire for consideration any shares of
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock;

          (ii) declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred Stock,
     except dividends paid ratably on the Series A Preferred Stock and all such
     parity stock on which dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such shares are then
     entitled;

          (iii) redeem or purchase or otherwise acquire for consideration shares
     of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred Stock;
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to dividends or upon
     dissolution, liquidation or winding up) to the Series A Preferred Stock; or

          (iv) purchase or otherwise acquire for consideration any shares of
     Series A Preferred Stock, or any shares of stock ranking on a parity with
     the Series A Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the Board of Directors)
     to all holders of such shares upon such terms as the Board of Directors,
     after consideration of the respective annual dividend rates and other
     relative rights and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable treatment among
     the respective series or classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

          SECTION 5.  Liquidation Rights.  Upon the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless prior thereto, the holders of shares of Series A
Preferred Stock shall have received an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (x) $1.00 per whole share
or (y) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of Common
Stock or (2) to the holders of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all
other such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up.

          SECTION 6.  Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case the then
outstanding shares of Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share equal to the Formula
Number then in effect times the aggregate amount of stock, securities, cash or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is exchanged or changed.  In the event both
this Section 6 and Section 2 appear to apply to a transaction, this Section 6
will control.

                                    A-3


          SECTION 7.  No Redemption; No Sinking Fund.  (a) The shares of Series
A Preferred Stock shall not be subject to redemption by the Corporation or at
the option of any holder of Series A Preferred Stock; provided, however, that
the Corporation may purchase or otherwise acquire outstanding shares of Series A
Preferred Stock in the open market or by offer to any holder or holders of
shares of Series A Preferred Stock.

          (b) The shares of Series A Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.

          SECTION 8.  Ranking. The Series A Preferred Stock shall rank junior to
all other series of Preferred Stock of the Corporation, unless the Board of
Directors shall specifically determine otherwise in fixing the powers,
preferences and relative, participating, optional and other special rights of
the shares of such series and the qualifications, limitations and restrictions
thereof.

          SECTION 9.  Fractional Shares.  The Series A Preferred Stock shall be
issuable upon exercise of the Rights issued pursuant to the Rights Agreement in
whole shares or in any fraction of a share that is one one-hundredth (1/100th)
of a share or any integral multiple of such fraction which shall entitle the
holder, in proportion to such holder's fractional shares, to receive dividends,
exercise voting rights, participate in distributions and to have the benefit of
all other rights of holders of Series A Preferred Stock.  In lieu of fractional
shares, the Corporation, prior to the first issuance of a share or a fraction of
a share of Series A Preferred Stock, may elect (1) to make a cash payment as
provided in the Rights Agreement for fractions of a share other than one one-
hundredth (1/100th) of a share or any integral multiple thereof or (2) to issue
depository receipts evidencing such authorized fraction of a share of Series A
Preferred Stock pursuant to an appropriate agreement between the Corporation and
a depository selected by the Corporation; provided that such agreement shall
provide that the holders of such depository receipts shall have all the rights,
privileges and preferences to which they are entitled as holders of the Series A
Preferred Stock.

          SECTION 10.  Reacquired Shares.  Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock, without designation as to series until such shares
are once more designated as part of a particular series by the Board of
Directors pursuant to the provisions of Section 2 of Article IV of the
Certificate of Incorporation.

          SECTION 11.  Amendment.  None of the powers, preferences and relative,
participating, optional and other special rights of the Series A Preferred Stock
as provided herein or in the Certificate of Incorporation shall be amended in
any manner which would alter or change the powers, preferences, rights or
privileges of the holders of Series A Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least 66-2/3% of the
outstanding shares of Series A Preferred Stock, voting as a separate class;
provided, however, that no such amendment approved by the holders of at least
66-2/3% of the outstanding shares of Series A Preferred Stock shall be deemed to
apply to the powers, preferences, rights or privileges of any holder of shares
of Series A Preferred Stock originally issued upon exercise of the Rights after
the time of such approval without the approval of such holder.





















                                    A-4

EX-3.2

                                   BY-LAWS

                                      OF

                               UNIT CORPORATION
                           a Delaware Corporation

                                   ARTICLE I
                            STOCKHOLDERS' MEETINGS

     Section 1.     Annual Meeting.  The annual meeting of stockholders shall be
held at such date and at such hour as may be designated by the Board of
Directors. If the date is a legal holiday, then the meeting shall be held on the
next succeeding business day. The purpose of the meeting shall be to elect
directors. Any business may be transacted at the annual meeting, except as
otherwise provided by law or by these By-laws.

Section 2.     Special Meeting.  A special meeting of stockholders may be called
at any time by the Board of Directors or by the President. Only such business
shall be transacted at a special meeting as may be stated or indicated in the
Notice of such meeting.

Section 3.     Place.  The annual meeting of stockholders may be held by remote
communication or at any place within or without the State of Delaware designated
by the Board of Directors. Special meetings of stockholders may be held by
remote communication or at any place within or without the State of Delaware
designated by the Chairman of the Board, if he shall call the meeting, or by the
Board of Directors, if they shall call the meeting. Any meeting may be held by
remote communication or at any place within or without the State of Delaware
designated in a waiver of notice of such meeting signed by all stockholders.
Meeting of Stockholders shall be held at the principal office of the corporation
unless another place is designated for meetings in the manner provided herein.

Section 4.     Notice.  Written or printed notice stating the place, day and
hour of each meeting of stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) days nor more than sixty (60) days before the date of the meeting,
either personally, by mail or by other lawful means to each stockholder of
record entitled to vote
at such meeting.

Section 5.     Quorum.  The holders of at least a majority of the outstanding
stock entitled to vote thereat and present in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by the General Corporation Law of the
State of Delaware or by the Certificate of Incorporation of the corporation. At
all meetings of stockholders for the election of directors a plurality of the
votes cast shall be sufficient to elect.  All other elections and questions
shall, unless otherwise provided by the Certificate of Incorporation, these By-
Laws, the rules or regulations of any stock exchange applicable to
the corporation, or applicable law or pursuant to any regulation applicable to
the corporation or its securities,








be decided by the affirmative vote of the holders of a majority in voting power
of the shares of stock of the corporation which are present in person or by
proxy and entitled to vote thereon.

Section 6.     Proxies.  At all meetings of stockholders, a stockholder may vote
either in person or by proxy executed in writing by the stockholder or by his
duly authorized attorney-in-fact. Such proxies shall be filed with the
Secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable, and in no event shall it remain irrevocable
for a period of more than eleven (11) months.

Section 7.     Voting of Shares.  Each outstanding share of common stock shall
be entitled to one vote upon each matter submitted to a vote at a meeting of the
stockholders.

Section 8.     Officers.  The Chairman of the Board shall preside at and the
Secretary shall keep the records of each meeting of stockholders, and in the
absence of either such officer, some person appointed at the meeting shall
perform his duties.

Section 9.     List of Stockholders.  A complete list of stockholders entitled
to vote at each stockholders' meeting, arranged in alphabetical order, with the
address of and showing the number of shares held by each, shall be prepared
by the Secretary and filed at the registered office of the corporation, and
shall be subject to inspection by any stockholder for any purpose germane to the
meetings as required by applicable law.

Section 10.    Notice of Stockholder Business and Nominations.

          (a)  Annual Meetings of Stockholders. (1) Nominations of persons for
     election to the Board of Directors of the corporation and the proposal of
     business to be considered by the stockholders may be made at an annual
     meeting of stockholders only (i) pursuant to the corporation's notice
     of meeting (or any supplement thereto), (ii) by or at the direction of the
     Board of Directors or (iii) by any stockholder of the corporation who was a
     stockholder of record of the corporation at the time the notice provided
     for in this Section 10 is delivered to the Secretary of the corporation,
     who is entitled to vote at the meeting and who complies with the notice
     procedures set forth in this Section 10.

     (2) For nominations or other business to be properly brought before an
     annual meeting by a stockholder pursuant to clause (iii) of paragraph
     (a)(1) of this Section 10, the stockholder must have given timely
     notice thereof in writing to the Secretary of the corporation and any such
     proposed business other than the nominations of persons for election to the
     Board of Directors must constitute a proper matter for stockholder action.
     To be timely, a stockholder's notice shall be delivered to the Secretary at
     the principal executive offices of the corporation not later than the close
     of business on the ninetieth day nor earlier than the close of business on
     the one hundred twentieth day prior to the first anniversary of the
     preceding year's annual meeting (provided, however, that in the event that




                                      2


     the date of the annual meeting is more than thirty days before or more than
     seventy days after such anniversary date, notice by the stockholder must be
     so delivered not earlier than the close of business on the one hundred
     twentieth day prior to such annual meeting and not later than the
     close of business on the later of the ninetieth day prior to such annual
     meeting or the tenth day following the day on which public announcement of
     the date of such meeting is first made by the corporation). In no event
     shall the public announcement of an adjournment or postponement of an
     annual meeting commence a new time period (or extend any time period) for
     the giving of a stockholder's notice as described above. Such stockholder's
     notice shall set forth: (A) as to each person whom the stockholder proposes
     to nominate for election as a director (i) all information relating to
     such person that is required to be disclosed in solicitations of proxies
     for election of directors in an election contest, or is otherwise required,
     in each case pursuant to and in accordance with Regulation 14A under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii)
     such person's written consent to being named in the proxy statement as a
     nominee and to serving as a director if elected; (B) as to any other
     business that the stockholder proposes to bring before the meeting, a brief
     description of the business desired to be brought before the meeting, the
     text of the proposal or business (including the text of any resolutions
     proposed for consideration and in the event that such business includes a
     proposal to amend the By-laws of the corporation, the language of the
     proposed amendment), the reasons for conducting such business at the
     meeting and any material interest in such business of such stockholder and
     the beneficial owner, if any, on whose behalf the proposal is made;
     and (C) as to the stockholder giving the notice and the beneficial owner,
     if any, on whose behalf the nomination or proposal is made (i) the name and
     address of such stockholder, as they appear on the corporation's books, and
     of such beneficial owner, (ii) the class and number of shares of capital
     stock of the corporation which are owned beneficially and of record
     by such stockholder and such beneficial owner, (iii) a representation that
     the stockholder is a holder of record of stock of the corporation entitled
     to vote at such meeting and intends to appear in person or by proxy at the
     meeting to propose such business or nomination, and (iv) a representation
     whether the stockholder or the beneficial owner, if any, intends or
     is part of a group which intends (A) to deliver a proxy statement and/or
     form of proxy to holders of at least the percentage of the corporation's
     outstanding capital stock required to approve or adopt the proposal or
     elect the nominee and/or (B) otherwise to solicit proxies from stockholders
     in support of such proposal or nomination. The foregoing notice
     requirements shall be deemed satisfied by a stockholder if the stockholder
     has notified the corporation of his or her intention to present a proposal
     at an annual meeting in compliance with Rule 14a-8 (or any successor
     thereof) promulgated under the Exchange Act and such stockholder's proposal
     has been included in a proxy statement that has been prepared by the
     corporation to solicit proxies for such annual meeting. The corporation may
     require any proposed nominee to furnish such other information as
     it may reasonably require to determine the eligibility of such proposed
     nominee to serve as a director of the corporation.







                                      3


     (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of
     this Section 10 to the contrary, in the event that the number of directors
     to be elected to the Board of Directors of the corporation at an annual
     meeting is increased and there is no public announcement by the corporation
     naming the nominees for the additional directorships at least one hundred
     days prior to the first anniversary of the preceding year's annual meeting,
     a stockholder's notice required by this Section 10 shall also be considered
     timely, but only with respect to nominees for the additional directorships,
     if it shall be delivered to the Secretary at the principal executive
     offices of the corporation not later than the close of business on the
     tenth day following the day on which such public announcement is first made
     by the corporation.

          (b)  Special Meetings of Stockholders. Only such business shall be
     conducted at a special meeting of stockholders as shall have been brought
     before the meeting pursuant to the corporation's notice of meeting.
     Nominations of persons for election to the Board of Directors may be made
     at a special meeting of stockholders at which directors are to be elected
     pursuant to the corporation's notice of meeting (1) by or at the direction
     of the Board of Directors or (2) provided that the Board of Directors has
     determined that directors shall be elected at such meeting, by any
     stockholder of the corporation who is a stockholder of record at the time
     the notice provided for in this Section 10 is delivered to the Secretary of
     the corporation, who is entitled to vote at the meeting and upon such
     election and who complies with the notice procedures set forth in this
     Section 10. In the event the corporation calls a special meeting of
     stockholders for the purpose of electing one or more directors to the Board
     of Directors, any such stockholder entitled to vote in such election of
     directors may nominate a person or persons (as the case may be) for
     election to such position(s) as specified in the corporation's notice of
     meeting, if the stockholder's notice required by paragraph (a)(2) of this
     Section 10 shall be delivered to the Secretary at the principal executive
     offices of the Corporation not earlier than the close of business on the
     one hundred twentieth day prior to such special meeting and not later than
     the close of business on the later of the ninetieth day prior to such
     special meeting or the tenth day following the day on which public
     announcement is first made of the date of the special meeting and of the
     nominees proposed by the Board of Directors to be elected at such meeting.
     In no event shall the public announcement of an adjournment or postponement
     of a special meeting commence a new time period (or extend any time period)
     for the giving of a stockholder's notice as described above.

          (c)  General.  (1) Only such persons who are nominated in accordance
     with the procedures set forth in this Section 10 shall be eligible to be
     elected at an annual or special meeting of stockholders of the corporation
     to serve as directors and only such business shall be conducted at a
     meeting of stockholders as shall have been brought before the meeting in
     accordance with the procedures set forth in this Section 10. Except as
     otherwise provided by law, the chairman of the meeting shall have the power
     and duty (A) to determine whether a nomination or any business proposed to
     be brought before the meeting was made or proposed, as






                                      4


     the case may be, in accordance with the procedures set forth in this
     Section 10 (including whether the stockholder or beneficial owner, if any,
     on whose behalf the nomination or proposal is made solicited (or is part of
     a group which solicited) or did not so solicit, as the case may be, proxies
     in support of such stockholder's nominee or proposal in compliance with
     such stockholder's representation as required by clause (a)(2)(C)(iv) of
     this Section 10) and (B) if any proposed nomination or business was not
     made or proposed in compliance with this Section 10, to declare that
     such nomination shall be disregarded or that such proposed business shall
     not be transacted. Notwithstanding the foregoing provisions of this Section
     10, if the stockholder (or a qualified representative of the stockholder)
     does not appear at the annual or special meeting of stockholders of
     the corporation to present a nomination or business, such nomination shall
     be disregarded and such proposed business shall not be transacted,
     notwithstanding that proxies in respect of such vote may have been received
     by the corporation.

     (2) For purposes of this Section 10, "public announcement" shall include
     disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or comparable national news service or in a document
     publicly filed by the corporation with the Securities and Exchange
     Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this Section 10, a
     stockholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Section 10. Nothing in this Section 10 shall be
     deemed to affect any rights (A) of stockholders to request inclusion of
     proposals in the corporation's proxy statement pursuant to Rule 14a-8
     under the Exchange Act or (B) of the holders of any series of Preferred
     Stock to elect directors pursuant to any applicable provisions of the
     certificate of incorporation.

     Section 11.    Conduct of Meeting.  Meetings of stockholders shall be
presided over by the Chairman of the Board or by another chair designated by the
Board of Directors. The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall
be determined by the chair of the meeting and announced at the meeting. The
Board of Directors may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate.  Except to
the extent inconsistent with such rules and regulations as adopted by the Board
of Directors, the chair of any meeting of stockholders shall have the exclusive
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chair, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board or prescribed by the chair of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or order
of business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the meeting to stockholders of record of the corporation,
their duly authorized and constituted proxies or such other persons as the chair
of the meeting shall determine; (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof, and (v) limitations on the time
allotted to



                                      5


questions or comments by participants. Unless and to the extent determined by
the Board of Directors or the chair of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

     Section 12.    Fixing Date for Determination of Stockholders of Record.  In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate 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 a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty
(60) nor less than ten (10) days before the date of such meeting; (2) in the
case of determination of stockholders entitled to express consent to corporate
action in writing without a meeting, shall not be more than ten (10) days from
the date upon which the resolution fixing the record date is adopted by the
Board of Directors; and (3) in the case of any other action, shall not be more
than sixty (60) days prior to such other action. If no record date is fixed: (1)
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be determined in
accordance with Section 13 of this Article I; and (3) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

     Section 13.    Record Date for Action by Written Consent.  In order that
the corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors, and which date
shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any stockholder of
record seeking to have the stockholders authorize or take corporate action by
written consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within ten (10) days after the date on which such a request is
received, adopt a resolution fixing the record date (unless a record date has
previously been fixed by the Board of Directors pursuant to the first sentence
of this Section13). If no record date has been fixed by the Board of Directors
pursuant to the first sentence of this Section 13 or otherwise within ten (10)
days of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing



                                      6


without a meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in Delaware, its principal
place of business, or to any officer or agent of the corporation having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery shall be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board of Directors
pursuant to the first sentence of this Section 13, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting if prior action by the Board of Directors is required by law
shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.

     Section 14.  Inspectors of Written Consent.  In the event of the delivery,
in the manner provided by Section 13 of this Article I, to the corporation of
written consent or consents to take corporate action and/or any related
revocation or revocations, the corporation shall engage independent inspectors
of elections for the purpose of performing promptly a ministerial review of the
validity of the consents and revocations. For the purpose of permitting the
inspectors to perform such review, no action by written consent without a
meeting shall be effective until such date as the independent inspectors certify
to the corporation that the consents delivered to the corporation in accordance
with Section 13 of this Article I represent at least the minimum number of votes
that would be necessary to take the corporate action. Nothing contained in this
Section 14 shall in any way be construed to suggest or imply that the Board
of Directors or any stockholder shall not be entitled to contest the validity of
any consent or revocation thereof, whether before or after such certification by
the independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).

     Section 15.    Effectiveness of Written Consent.  Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the earliest dated written consent
received in accordance with Section 13 of this Article I, a written consent or
consents signed by a sufficient number of holders to take such action are
delivered to the corporation in the manner prescribed in Section 13 of this
Article I.

     Section 16.    Adjournment of Meeting.  Any meeting of stockholders, annual
or special, may be adjourned by the chair of the meeting from time to time to
reconvene at the same or some other time, date and place. Notice need not be
given of any such adjourned meeting if the time, date and place thereof are
announced at the meeting at which the adjournment is taken. If after the
adjournment a new record date is fixed for the adjourned meeting or if the
adjournment is for more than thirty days, notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the adjourned
meeting.







                                      7


     Section 17.    Postponement and Cancellation of Meeting.  Any previously
scheduled annual or special meeting of the stockholders may be postponed, and
any previously scheduled annual or special meeting of the stockholders called by
the Board of Directors may be canceled, by resolution of the Board upon public
notice given prior to the time previously scheduled for such meeting of
stockholders.

                                  ARTICLE II
                             BOARD OF DIRECTORS

     Section 1.     Number and Term of Office.  The business and affairs of the
corporation shall be managed and controlled by or under direction of Board of
Directors, and subject to the restrictions imposed by Law, by the Certificate of
Incorporation, or by these By-Laws, they may exercise all powers of the
corporation.

     Commencing at the Annual Meeting of Stockholders held in 1987, the Board of
Directors shall be divided into three classes, Class I, Class II and Class III,
with respect to their terms of office. All classes shall be as nearly equal
in number as possible. Subject to such limitations, when the number of directors
is changed, any newly created directorships or any decrease in directorships
shall be apportioned among the classes by action of the Board of
Directors.

     The terms of office of the directors initially classified shall be as
follows: that of Class I shall expire at the annual meeting of Stockholders to
be held in 1988; that of Class II shall expire at the annual meeting of
Stockholders to be held in 1989; that of Class III shall expire at the annual
meeting of Stockholders to be held in 1990. At each annual meeting of
Stockholders after such initial classification, directors to replace those whose
terms expire at such annual meeting shall be elected to hold office until the
third succeeding Annual Meeting.

     Each director shall hold office for the term of which he is elected and
until his successor shall have been elected and qualified.

     Any vacancy or newly-created directorship occurring in the Board of
Directors may only 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.

     Section 2.     Meeting of Directors.  The directors may hold their meetings
and may have an office and keep the books of the corporation, except as
otherwise provided by statute, in such place or places in the State of Delaware,
or outside the State of Delaware as the Board of Directors may from
time to time determine.

     Section 3.     First Meeting.  Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders, and no notice of such meeting shall be
necessary.




                                      8


     Section 4.     Election of Officers.  At the first meeting of the Board of
Directors in each year at which a quorum shall be present, held next after the
annual meeting of stockholders, the Board of Directors shall proceed to the
election of the officers of the corporation.

     Section 5.     Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such time and place within or without the State of
Delaware as shall be designated, from time to time, by resolution of the Board
of Directors. Notice of such regular meetings shall not be
required.

     Such meetings may be conducted by use of long distance conference calls.

     Section 6.     Special Meetings.  Special meetings of the Board of
Directors shall be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board or by a majority of the
directors at the time being in office.

     Section 7.     Notice.  The Secretary shall give notice of each special
meeting in person, or by mail, telegraph or other lawful means at least five (5)
days before the meeting, to each director. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds
that 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.

     At any such meeting at which every director shall be present, even though
without any notice, any business may be transacted.

     Section 8.     Quorum.  A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, but if at any meeting
of the Board of Directors, there be less than a quorum present, a majority
of those present or any director solely present may adjourn the meeting from
time to time without further notice. The act of a majority of the directors
present at a meeting at which a quorum is in attendance shall be the act of the
Board of Directors, unless the act of a greater number is required by the
Certificate of Incorporation or by these By-laws. However, if the Board of
Directors consists of only three members, all three members of the Board shall
constitute a quorum.

     Section 9.     Order of Business.  At meetings of the Board of Directors,
business shall be transacted in such order as from time to time the Board may
determine.

     At all meetings of the Board of Directors, the Chairman of the Board shall
preside as Chairman, and in the absence of the Chairman of the Board, a Chairman
shall be chosen by the Board from among the directors present.

     The Secretary of the Company shall act as Secretary of all meetings of the
Board of Directors, but in the absence of the Secretary, the presiding officer
may appoint any



                                      9


person to act as Secretary of the meeting. If the Secretary is not present at
the meeting, the Chairman of the Board may appoint a member of the Board to act
as Secretary of that particular meeting.

     Section 10.    Compensation.  Directors as such shall not receive any
stated salary for their service, but by resolution of the Board a fixed sum and
expense of attendance, if any, may be allowed for attendance at such regular or
special meetings of the Board; provided that nothing contained herein shall be
construed to preclude any director from serving the corporation in any other
capacity or receiving compensation therefor.

     Section 11.    Presumption of Assent.  A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right of dissent shall not apply to a director
who voted in favor of such action.

                                  ARTICLE III
                                   OFFICERS

     Section 1.     Number, Titles and Term of Office.  The officers of the
corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers as the Board
of Directors may from time to time elect or appoint. Each officer shall hold
office until his successor shall have been duly elected and qualified or until
his death or until he shall resign or shall have been removed in the manner
hereinafter provided. One person may hold more than one office, except that the
President shall not hold the office of Secretary. None of the officers need be a
director.

     Section 2.     Removal.  Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

     Section 3.     Vacancies.  A vacancy in the office of any officer may be
filled by vote of a majority of the directors for the unexpired portion of the
term.

     Section 4.     Powers and Duties of the Chairman of the Board.  The
Chairman of the Board shall preside at all meetings of the stockholders and of
the Board of Directors.  During the absence or disability of the President, the
Chairman of the Board of Directors shall exercise all the powers and discharge
all the duties of the President. The Chairman of the Board of Directors shall
also perform such other duties and may exercise such other powers as may from
time to time be assigned by these By-laws or by the Board of Directors.





                                      10


     Section 5.     Powers and Duties of the President.  The President shall,
subject to the control of the Board of Directors have general supervision of the
business of the corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. The President, subject to a
contrary designation by the Board of Directors, shall be the Chief Executive
Officer of the corporation The President shall execute all bonds, mortgages,
contracts and other instruments of the corporation requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except that the other officers of the
corporation may sign and execute documents when so authorized by these By-laws,
the Board of Directors or the President. In the absence or disability of the
Chairman of the Board of Directors, the President shall preside at all meetings
of the stockholders and the Board of Directors. The President shall also perform
such other duties and may exercise such other powers as may from time
to time be assigned to such officer by these By-laws or by the Board of
Directors

     Section 6.     Vice Presidents.  Each Vice President shall have such powers
and duties as may be assigned to him by the Board of Directors and shall
exercise the powers of the President during that officer's absence or inability
to act.  Any action taken by a Vice President in the performance of the duties
of the President shall be conclusive evidence of the absence or inability to act
of the President at the time such action was taken.

     Section 7.     Treasurer.  The Treasurer shall have custody of all the
funds and securities of the corporation that come into his hands. When necessary
or proper, he may endorse, on behalf of the corporation, for collection, checks,
notes and other obligations and shall deposit the same to the credit of the
corporation in such bank or banks or depositories as shall be designated in the
manner prescribed by the Board of Directors; he may sign all receipts and
vouchers for payments made to the corporation, either alone or jointly
with such other officer as is designated by the Board of Directors. Whenever
required by the Board of Directors, he shall render a statement of his cash
account; he shall enter or cause to be entered regularly in the books of the
corporation to be kept by him for that purpose, full and accurate accounts of
all moneys received and paid out on account of the corporation; he shall perform
all acts incident to the position of Treasurer subject to the control
of the Board of Directors; and he shall, if required by the Board of Directors,
give such bond for the faithful discharge of his duties in such form as the
Board of Directors may require.

     Section 8.     Assistant Treasurer.  Each Assistant Treasurer, if any,
shall have the usual powers and duties pertaining to his office, together with
such other powers and duties as may be assigned to him by the Board of
Directors. The Assistant Treasurers shall exercise the powers of the Treasurer
during that officer's absence or inability to act.

     Section 9.     Secretary.  The Secretary shall keep the minutes of all
meetings of the stockholders, in books provided for that purpose; he shall
attend to the giving and serving of all notices; he may sign with the President
in the name of the corporation, all contracts of the corporation and affix the
seal of the corporation thereto; he may sign with the Chairman of the Board or
the President all certificates for shares of the capital stock of




                                      11


the corporation; he shall have charge of the certificate books, transfer books,
and stock ledgers, and such other books and papers as the Board of Directors may
direct, all of which shall at all reasonable times be open to the inspection of
any director upon application at the office of the corporation during business
hours, and he shall in general perform all duties incident to the office of
Secretary subject to the control of the Board of Directors.

     Section 10.    Assistant Secretaries.  Each Assistant Secretary, if any,
shall have the usual powers and duties pertaining to his office, together with
such other powers and duties as may be assigned to him by the Board of
Directors or the Secretary. The Assistant Secretary shall exercise the powers of
the Secretary during that officer's absence or inability to act.

                                  ARTICLE IV
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1.     Indemnification.

          (a)  The corporation shall indemnify any person who has 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 (other than an action by or in the right of the corporation)
     by reason of the fact that he, or a person for whom he is the legal
     representative, is or was the 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 actually
     and reasonably incurred by him in connection with such action, suit or
     proceeding if he acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interests of the corporation, and, with
     respect to any criminal action or proceeding, had no reasonable cause to
     believe his conduct was unlawful. The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in a manner which
     he reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.

          (b)  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 or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he, or a person for whom he is
     the legal representative, 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) actually and reasonably incurred by him in
     connection with the defense or settlement of such action or suit if he
     acted in good






                                      12


     faith and in a manner he reasonable believed to be in or not opposed to the
     best interests of the corporation and except that no indemnification shall
     be made in respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation unless and only to
     the extent that the Court of Chancery or the court in which such action or
     suit was brought shall determine upon application that, despite the
     adjudication of liability but in view of all the circumstances of the case,
     such person is fairly and reasonably entitled to indemnity for such
     expenses which the Court of Chancery or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee or agent of the
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b), or a
     defense of any claim, issue or matter therein, he shall be indemnified
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.

          (d)  Any indemnification under subsections (a) and (b) (unless ordered
     by a court) shall be made by the corporation only as authorized in the
     specific case upon a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances because he has
     met the applicable standard of conduct set forth in subsections (a) and
     (b). Such determination shall be made, with respect to a person who is a
     director, officer, employee or agent at the time of such determination, (1)
     by a majority vote of the directors who are not parties to such action,
     suit or proceeding, even though less than a quorum or (2) by a committee of
     such directors designated by majority vote of such directors, even though
     less than a quorum, or (3) if there are no such directors, or if such
     directors so direct, by independent legal counsel in a written opinion, or
     (4) by the stockholders.

          (e)  Expenses incurred by an officer or director in defending a civil
     or criminal action, suit or proceeding shall be paid by the corporation in
     advance of the final disposition of such action, suit or proceeding upon
     receipt of an undertaking by or on behalf of such director or officer to
     repay such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the corporation as authorized in this
     Section. Such expenses incurred by other employees and agents may be so
     paid upon such terms and conditions, if any, as the Board of Directors
     deems appropriate.

          (f)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this Section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any by-law, agreement,
     vote of stockholders or disinterested directors or otherwise, both as to
     action in his official capacity and as to action in another capacity while
     holding such office.









                                      13


          (g)  The corporation may purchase and maintain insurance on behalf of
     any person who 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 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 under the provisions of this Section.


          (h)  For purposes of this Section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     the provisions of this Section with respect to the resulting or surviving
     corporation as he would have with respect to such constituent corporation
     if its separate existence had continued.

          (i)  For purposes of this Section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to an employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an employee benefit
     plan, its participants, or beneficiaries; and person who acted in
     good faith and in a manner he reasonably believed to be in the interest of
     the participants and beneficiaries of an employee benefit plan shall be
     deemed to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this Section.

          (j)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, this Section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person.

          (k)  Notwithstanding the foregoing, the rights of indemnification
     shall be deemed to extend to the fullest limits allowed by the General
     Corporation Law of the State of Delaware, in its current form or as
     hereinafter amended, or any successor law.

     Section 2.     General.  The foregoing rights shall not be
exclusive of other rights to which any director or officer may otherwise be
entitled, and in the event of his death,






                                      14


shall extend to his legal representatives. The foregoing rights shall be
available whether or not the director or officer continues to be a director or
officer at the time of incurring or becoming subject to such loss, expenses,
costs and counsel fees, and whether or not the claim asserted against him is a
matter which antedates the adoption of this Article IV.

                                   ARTICLE V
                                 CAPITAL STOCK

     Section 1.     Certificates of Shares.  The certificates for shares of the
capital stock of the corporation shall be in such form as shall be approved by
the Board of Directors.  The certificates shall be signed by the Chairman of the
Board, President or a Vice President, and also by the Secretary or an Assistant
Secretary and may be sealed by the seal of this corporation or a facsimile
thereof. Where any such certificate is countersigned by a transfer agent, or
registered by a registrar, either of which is other than the corporation itself
or an employee of the corporation, the signatures of such Chairman of the Board,
President or Vice President and Secretary or Assistant Secretary, may be
facsimiles. They shall be consecutively numbered and shall be entered in the
books of the corporation as they are issued and shall exhibit the holder's name
and the number of shares.

     Section 2.     Transfer of Shares.  The shares of stock of the corporation
shall be transferable only on the books of the corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number
of shares.

     Section 3.     Regulations.  The Board of Directors shall have power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of the capital stock of the corporation.

                                   ARTICLE VI
                           MISCELLANEOUS PROVISIONS

     Section 1.     Offices.  The registered office of the corporation required
by the General Corporation Law of the State of Delaware shall be maintained in
the State of Delaware, but the Board of Directors may, from time to time,
designate the principal office and place of business of the corporation, which
may be out of the State of Delaware.

     Section 2.     Fiscal Year.  The fiscal year of the corporation shall be
such as the Board of Directors shall, by resolution, establish.

     Section 3.     Seal.  The seal of the corporation shall be such as from
time to time may be approved by the Board of Directors.

     Section 4.     Notice and Waiver of Notice.  Whenever any notice whatever
is required to be given under the provisions of these By-laws, said notice shall
be deemed to be sufficient if given by depositing the same in a post office
in a sealed postpaid wrapper





                                      15


addressed to the persons entitled thereto at his post office address, as it
appears on the books of the corporation, and such notice shall be deemed to have
been given on the day of such mailing. A waiver of notice in writing or by
electronic transmission, whether before or after the time stated therein, shall
be deemed equivalent thereto. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

     Section 5.     Resignations.  Any director or officer may resign at any
time. Such resignations shall be made in writing or by electronic transmission
and shall take effect at the time specified therein, or, if no time be
specified, at the time of its receipt by the President or Secretary.
The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.

     Section 6.     Interested Directors: Quorum:

          (a)  No contract or transaction between the corporation and one or
     more of its directors or officers, or between the corporation and any other
     corporation, partnership, association, or other organization in which one
     or more of its directors or officers are directors or officers, or have
     a financial interest, shall be void or voidable solely for this reason, or
     solely because the director or officer is present at or participates in the
     meeting of the board or committee thereof which authorizes the contract or
     transaction, or solely because his or their votes are counted for such
     purpose, if:

               (1)  The material facts as to his relationship or interest and as
          to the contract or transaction are disclosed or are known to the Board
          of Directors or the committee, and the board or committee in good
          faith authorizes the contract or transaction by the affirmative votes
          of a majority of the disinterested directors, even though the
          disinterested directors be less than a quorum; or

               (2)  The material facts as to his relationship or interest
          and as to the contract or transaction are disclosed or are know to the
          shareholders entitled to vote thereon, and the contract or transaction
          is specifically approved in good faith by vote of the stockholders; or

               (3)  The contract or transaction is fair as to the corporation as
          of the time it is authorized, approved or ratified by the Board of
          Directors, a committee thereof, or the stockholders.

          (b)  Common or interested directors may be counted in determining the
     presence of a quorum at a meeting of the Board of Directors or of a
     committee that authorizes the contract or transaction.









                                      16


                                  ARTICLE VII
                                  AMENDMENTS

     These By-laws may be altered, amended, or repealed by the affirmative vote
of the holders of a majority of the outstanding stock at any annual meeting, or
at any special meeting if notice of the proposed amendment be contained in
the notice of said special meeting, or by the affirmative vote of a majority of
the full Board of Directors at any regular or special meeting, provided notice
of said proposed amendment be contained in the notice of the meeting.
















































                                      17

EX-4

                              FIRST AMENDMENT OF
                               RIGHTS AGREEMENT

     THIS AMENDMENT (this "Amendment") of the Rights Agreement (as defined
below) is made and entered into as of the 7th day of June 2001, by and between
Unit Corporation, a Delaware corporation (the "Company"), and Mellon Shareholder
Services L.L.C., successor to Chemical Bank as "Rights Agent" under the Rights
Agreement.

                                  RECITALS:

     WHEREAS, on May 19, 1995, the Board of Directors of the Company declared a
dividend of one stock purchase right (a "Right") for each outstanding share of
common stock, $.20 par value (the "Common Stock") of the Company to the
stockholders of record at the close of business on May 31, 1995, with each Right
entitling the registered holder to purchase from the Company one one-hundredth
of a share of the Series A Junior Preferred Stock of the Company (the "Preferred
Stock"), or a combination of securities and assets of equivalent value, at a
purchase price of $12.00 per Right, subject to adjustment (the description and
terms of the Rights are set forth in a Rights Agreement, dated as of May 19,
1995 (the "Rights Agreement") between the Company and Chemical Bank as Rights
Agent; and

     WHEREAS, in light of subsequent developments in connection with the Company
and also in connection with rights agreements generally, the Board of Directors
deems it advisable and in the best interests of the Company and its stockholders
to amend certain provisions of the Rights Agreement; and

     WHEREAS, no Person (as such term is defined in the Rights Agreement) has
become an Acquiring Person, and

     WHEREAS, the Company desires to amend the Rights Agreement as set forth
below;

     NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein and in the Rights Agreement, and other
good, sufficient and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, do hereby agree as follows:

     Each of the following sections or provisions of the Rights Agreement is
hereby amended and restated in its entirety to read as follows:

   (A). The definition of Rights Agent is amended to reflect Mellon Shareholder
Services L.L.C. to be the Rights Agent.

   (B). The definition of an "Acquiring Person", as defined in Section 1, is
amended to read as follows:

          "Acquiring Person" shall mean any Person who or which, alone or
     together with all Affiliates and Associates of such Person, shall be the
     Beneficial Owner of more than 15% of the Common Shares then outstanding,
     but shall not include the Company, any Subsidiary of the Company, any
     employee benefit plan of the Company or of any of its Subsidiaries, or any
     Person holding Common Shares for or pursuant to the terms of any such
     employee benefit plan;


                                      1


     provided, however, that (i) if the Board of Directors of the Company
     determines in good faith that a Person who would otherwise be an "Acquiring
     Person" became the Beneficial Owner of a number of Common Shares such that
     the Person would otherwise qualify as an "Acquiring Person" inadvertently
     (including, without limitation, because (A) such Person was unaware that it
     beneficially owned a percentage of Common Shares that would otherwise cause
     such Person to be an "Acquiring Person" or (B) such Person was aware of the
     extent of its Beneficial Ownership of Common Shares but had no actual
     knowledge of the consequences of such Beneficial Ownership under this
     Agreement) and without any intention of changing or influencing control of
     the Company, then such Person shall not be deemed to be or to have become
     an "Acquiring Person" for any purposes of this Agreement unless and until
     such Person shall have failed to divest itself, as soon as practicable (as
     determined, in good faith, by the Board of Directors of the Company), of
     Beneficial Ownership of a sufficient number of Common Shares so that such
     Person would no longer otherwise qualify as an "Acquiring Person"; and (ii)
     no Person shall become an "Acquiring Person" as the result of an
     acquisition of Common Shares by the Company which, by reducing the number
     of shares outstanding, increases the proportionate number of Common Shares
     beneficially owned by such Person to more than 15% of the Common Shares
     then outstanding, provided, however, that if a Person shall become the
     Beneficial Owner of more than 15% of the Common Shares then outstanding by
     reason of such share acquisitions by the Company and shall thereafter
     become the Beneficial Owner of any additional Common Shares (other than
     pursuant to a dividend or distribution paid or made by the Company on the
     outstanding Common Shares or pursuant to a split or subdivision of the
     outstanding Common Shares), then such Person shall be deemed to be an
     "Acquiring Person" unless upon becoming the Beneficial Owner of such
     additional Common Shares such Person dies and does not beneficially own
     more then 15% of the Common Shares then outstanding.

   (C). The definition of "Purchase Price", as defined in Section 1, is amended
to read as follows:

          "Purchase Price" with respect to each Right shall mean $70.00, as such
     amount may from time to time be adjusted as provided herein, and shall be
     payable in lawful money of the United States of America. All references
     herein to the Purchase Price shall mean the Purchase Price as in effect at
     the time in question.

   (D). Section 21(j) is amended by inserting the word "Rights" before the word
"Agent" each time the word "Agent" appears in the second sentence thereof.

   (E). Section 24(a) is amended to read as follows:

          SECTION 24.  Redemption and Termination.  (a) The Board of Directors
     of the Company may, at its option, at any time prior to the earlier of (i)
     the time a Person has become an Acquiring Person and (ii) the Expiration
     Date, order the redemption of all, but not fewer than all, the then
     outstanding Rights at the Redemption Price (the date of such redemption
     being the "Redemption Date"), and the Company, at its option, may pay the
     Redemption Price either in cash or Common Shares or other securities of the
     Company deemed by the Board of Directors of the Company, in the exercise of
     its sole discretion, to be at least equivalent in value to the Redemption
     Price.

   (F). Section 26 is amended to read as follows:

                                      2

          SECTION 26.  Supplements and Amendments.  At any time prior to the
     Distribution Date and subject to the last sentence of this Section 26, the
     Company may, and the Rights Agent shall if the Company so directs,
     supplement or amend any provision of this Rights Agreement (including,
     without limitation, the date on which the Distribution Date shall occur,
     the time during which the Rights may be redeemed pursuant to Section 24 or
     any provision of the Certificate of Designation) without the approval of
     any holder of the Rights. Without limiting the foregoing, the Company may
     at any time prior to such time as any Person becomes an Acquiring Person
     amend this agreement to (a) specifically exempt any Person from being or
     being deemed to be an Acquiring Person, subject to such terms and
     conditions as the Company deems appropriate, (b) fix an expiration date
     later than the date set forth in Section 7 hereof or (c) increase the
     Purchase Price. From and after the Distribution Date and subject to
     applicable law, the Company may, and the Rights Agent shall if the Company
     so directs, amend this Rights Agreement without the approval of any holders
     of Right Certificates (i) to cure any ambiguity or to correct or supplement
     any provision contained herein which may be defective or inconsistent with
     any other provision of this Rights Agreement or (ii) to make any other
     provisions in regard to matters or questions arising hereunder which the
     Company may deem necessary or desirable and which shall not adversely
     affect the interests of the holders of Right Certificates (other than an
     Acquiring Person or an Affiliate or Associate of an Acquiring Person). Any
     supplement or amendment adopted during any period after any Person has
     become an Acquiring Person but prior to the Distribution Date shall be null
     and void unless such supplement or amendment could have been adopted under
     the prior sentence from and after the Distribution Date. Any supplement or
     amendment to this Rights Agreement duly approved by the Company that does
     not amend Sections 19, 20, 21 or 22 in a manner adverse to the Rights Agent
     shall become effective immediately upon execution by the Company, whether
     or not also executed by the Rights Agent.  In addition, notwithstanding
     anything to the contrary contained in this Rights Agreement, no supplement
     or amendment to this Rights Agreement shall be made which (a) reduces the
     Redemption Price (except as required by Section 12(a)) or (b) provides for
     an earlier Expiration Date.

   (G). Section 28(b) is amended to read as follows:

          (b) Except as explicitly otherwise provided in this Rights Agreement,
     the Board of Directors of the Company shall have the exclusive power and
     authority to administer this Rights Agreement and to exercise all rights
     and powers specifically granted to the Board of Directors of the Company or
     to the Company, or as may be necessary or advisable in the administration
     of this Rights Agreement, including, without limitation, the right and
     power to (i) interpret the provisions of this Rights Agreement and (ii)
     make all determinations deemed necessary or advisable for the
     administration of this Rights Agreement (including, without limitation, a
     determination to redeem or not redeem the Rights or to amend this Rights
     Agreement and whether there is an Acquiring Person). All such actions,
     calculations, determinations and interpretations which are done or made by
     the Board of Directors of the Company in good faith shall be final,
     conclusive and binding on the Company, the Rights Agent, the holders of the
     Rights and all other parties.

     This Amendment shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns.

     This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.

                                      3



     Except as hereby amended, the Rights Agreement shall remain in full force
and effect.

     This Amendment shall be governed by, and interpreted in accordance with,
the laws of the State of Delaware, without regard to principles of conflict of
laws.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

Unit Corporation                  Mellon Shareholder Services
                                  L.L.C.

______________________________    ____________________________
By: John G. Nikkel                By:
Its: President                    Its:




































                                      4

EX-10

                               UNIT CORPORATION
                          INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of the 19th
day of April, 2001, by and between Unit Corporation, a Delaware corporation (the
"Company"), and ___________________________ ("Indemnitee").

     WHEREAS, the Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reduction in the
coverage of such insurance; and

     WHEREAS, the Company acknowledges Indemnitee has agreed to serve the
Company as a director, officer, key employee or agent with the assurance that
adequate liability indemnification is and will continue to be provided; and

     WHEREAS, the Company desires to attract and retain the services of
Indemnitee and to provide Indemnitee with adequate liability indemnification;
and

     WHEREAS, the Company has been advised that it may provide such
indemnification under and in accordance with Delaware law by entering into an
agreement providing for broad indemnification of Indemnitee by the Company; and

     WHEREAS, the Company desires to enter into this Agreement with Indemnitee
to provide Indemnitee the maximum protection permitted by such Delaware law;

     NOW, THEREFORE, the Company hereby agrees as follows:

                                  ARTICLE 1
                               Indemnification

     Section 1.01   Except as otherwise provided herein, the Company hereby
agrees to hold harmless and indemnify Indemnitee from and against all claims and
all threatened, pending or completed actions, suits or proceedings, whether
civil, criminal, administrative or investigative (including an action by or in
the right of the Company), involving Indemnitee by reason of the fact that he is
or was a director of the Company, including all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, to the broadest and
maximum extent permitted by Delaware law.

Section 1.02   Except as otherwise provided herein, the Company agrees to hold
harmless and indemnify Indemnitee from and against all claims and all
threatened, pending or completed actions, suits or proceedings, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the Company), involving Indemnitee by reason of the fact that he is or
was an officer, employee or agent of the Company (or by reason of
the fact that he is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise), including all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, to the broadest and
maximum extent permitted by Delaware law and in accordance with Section 145(d)
of the Delaware General Corporation Law.







Section 1.03   Without limiting the generality of Section 1.1 or 1.2 hereof, the
indemnification provided by Section 1.1 or 1.2 shall:

          (a)  extend to and fully cover any Loss (as hereinafter defined)
     arising from any Claim (as hereinafter defined), whether such Claim is made
     against Indemnitee individually or jointly with others, by reason of any
     Wrongful Act (as hereinafter defined) made in Indemnitee's capacity as a
     director, officer, employee or agent of the Company (or by reason of the
     fact that he is or was serving at the request of the Company as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust, or other enterprise),

          (b)  include all rights of indemnification provided to Indemnitee
     under the provisions of the Certificate of Incorporation and/or the By-laws
     of the Company, and

          (c)  include all such additional rights of indemnification as might
     possibly be provided to Indemnitee under Section 145 of the General
     Corporation Law of the State of Delaware, to the extent such rights are not
     violative of Section 145 of the Delaware General Corporation Law or
     contrary to the public policy of the State of Delaware.

     Section 1.04   If the Indemnitee is not wholly successful with respect to
any Claim, but is successful, on the merits or otherwise, as to one or more but
less than all issues under any Claim, the Company shall indemnify the Indemnitee
against all expenses actually and reasonably incurred by him or on his behalf in
connection with each successfully resolved issue. The termination of any issue
under any Claim or of any Claim by dismissal, with or without prejudice,
shall be deemed a successful result as to such issue or Claim.

     Section 1.05   Nothing in this Section 1 shall be deemed to provide any
indemnity by the Company to Indemnitee on account of any matter:

          (a)  with respect to remuneration paid to Indemnitee if it shall be
     determined by a final judgment or other final adjudication of any court
     having jurisdiction over the
     matter that such renumeration was in violation of law; or

          (b)  for an accounting of profits made from the purchase or sale by
     Indemnitee of securities of the Company within the meaning of Section 16(b)
     of the Securities Exchange Act of 1934 and amendments thereto or similar
     provisions of any federal, state or local statutory law; or

          (c)  brought about or contributed to by the dishonesty of Indemnitee
     if a final judgment or other final adjudication adverse to Indemnitee
     establishes that acts of active and deliberate dishonesty were committed or
     attempted by Indemnitee with actual dishonest purpose and intent and were
     material to the adjudication; or

          (d)  which is based on or attributable to Indemnitee having gained any
     personal profit or advantage to which he was not entitled, if a final
     judgment or other final adjudication adverse to Indemnitee establishes that
     Indemnitee in fact gained such personal profit or other advantage to which
     he was not entitled; or



                                       2


          (e)  for which payment is actually made to Indemnitee under a valid
     and collectible insurance policy, except in respect to any excess beyond
     the amount of payment under such insurance.

          (f)  in respect of which any final decision by a court having
     jurisdiction of the matter shall determine that indemnification is not
     lawful.

     Section 1.06   The Company shall pay the expenses incurred by Indemnitee in
defending against all Claims (including Claims by or in the right of the
Company) in advance of the final disposition of such Claims, provided that the
Company receives an undertaking by or on behalf of Indemnitee to repay such
amounts advanced if it is ultimately determined by a court of competent
jurisdiction over the matter that he is not entitled to be indemnified by the
Company as authorized under this Agreement. The Company shall perform
its obligation under this Section 1.6 until such time as it may be determined by
final judgment of a court of competent jurisdiction or by final adjudication of
a governmental agency having jurisdiction that Indemnitee is not entitled
to indemnification by virtue of the exclusions set forth in Section 1.5 hereof.

     Section 1.07   Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of his status as a person who is or was
a director, officer, employee or agent of the Company or of any other
corporation, partnership or joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company, a
witness in any action, suit or proceeding to which Indemnitee is not a
party, he shall be indemnified against all expenses (including attorneys' fees)
actually and reasonably incurred by him or on his behalf in connection
therewith.

     Section 1.08   The reference in Section 1 hereof to Delaware law is to
Delaware law as the same exists from time to time but, in the case of any
amendments to or change in Delaware law, only to the extent that such amendment
or change permits the Company to provide broader or greater rights of
indemnification than is permitted to the Company prior to such amendment or
change.

                                   ARTICLE 2
          Procedure for Determination of Entitlement to Indemnification.

     Section 2.01   To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification.

     Section 2.02   Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 2.1 hereof, a determination, if
required by applicable law, with respect to Indemnitee's entitlement thereto
shall be made in the specific case: (i) if a Change in Control (as hereinafter
defined) shall have occurred, by Independent Counsel (as hereinafter defined) in
a written opinion to the Board of Directors, a copy of which shall be delivered
to Indemnitee; or (ii) if a Change of Control shall not have occurred,


                                       3


(A) by a majority vote of Disinterested Directors (as hereinafter defined), even
though less than a quorum, or (B) by a committee of Disinterested Directors
designated by majority vote of the Disinterested Directors, even though
less than a quorum, or (C) if there are no such Disinterested Directors or is
such Disinterested Directors so direct, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered
to Indemnitee or (D) if so directed by the Board of Directors, by the
stockholders of the Company; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within
ten (10) days after such determination. Indemnitee shall cooperate with the
person, persons or entity making such determination with respect to Indemnitee's
entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which
is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
costs or expenses (including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee's entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.

     Section 2.03   In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 2.2
hereof, the Independent Counsel shall be selected as provided in this Section
2.3. If a Change of Control shall not have occurred, the Independent Counsel
shall be selected by the Board of Directors, and the Company shall give written
notice to Indemnitee advising him of the identity of the Independent Counsel so
selected. If a Change of Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection be made by the Board of Directors, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the
Company advising it of the identity of the Independent Counsel so selected. In
either event, Indemnitee or the Company, as the case may be, may, within 10 days
after such written notice of selection shall have been given, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements
of "Independent Counsel" as defined in Section 5.7 of this Agreement, and the
objection shall set forth with particularity the factual basis of such
assertion. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court has determined that such objection
is without merit.  If, within 20 days after submission by Indemnitee of a
written request for indemnification pursuant to Section 2.1 hereof, no
Independent Counsel shall have been selected and unobjected to, either the
Company or Indemnitee may petition the Court of Chancery of the State of
Delaware or other court of competent jurisdiction for resolution of any
objection which shall have been made by the Company or Indemnitee to the other's
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Court or by such other person as the
Court shall designate, and the person with respect to whom all objections are so
resolved or the person so appointed shall act as Independent Counsel under
Section 2.2 hereof.  The Company shall pay any and all reasonable fees and
expenses of



                                       4


Independent Counsel incurred by such Independent Counsel in connection with
acting pursuant to Section 2.2 hereof, and the Company shall pay all reasonable
fees and expenses incident to the procedures of this Section 2.3, regardless of
the manner in which such Independent Counsel was selected or appointed. Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section
4.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).

                                   ARTICLE 3
                Presumptions and Effect of Certain Proceedings.

     Section 3.01   If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request of indemnification in accordance with Section 2.1 of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.

     Section 3.02   The termination of any Claim or of any issue therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Claim, that
Indemnitee had reasonable cause to believe that his conduct was unlawful.

                                    ARTICLE 4
                             Remedies of Indemnitee.

     Section 4.01   In the event that (i) a determination is made pursuant to
Section 2 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of expenses is not timely made pursuant
to this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 2.2 of this Agreement within 90 days
after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to this Agreement within ten (10) days
after receipt by the Company of a written request therefor, or (v) payment of
indemnification is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Delaware, or
in any other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of expenses. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to






                                       5


this Section 4.1; provided, however, that the foregoing clause shall not apply
in respect of a proceeding brought by Indemnitee to enforce his rights under
Section 1.4 of this Agreement.

     Section 4.02   In the event that a determination shall have been made
pursuant to Section 2.2 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 4 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. If a Change of Control shall have occurred, in any
judicial proceeding or arbitration commenced pursuant to Section 4 the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of expenses, as the case may be.

     Section 4.03   If a determination shall have been made pursuant to Section
2.2 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Section 4, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.

     Section 4.04   In the event that Indemnitee, pursuant to this Section 4,
seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Company, and shall be indemnified by the
Company against, any and all expenses actually and reasonably incurred by him in
such judicial adjudication or arbitration in accordance with Section 14.1 of
this Agreement. If it shall be determined in said judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.

                                   ARTICLE 5
                                  Definitions.

     Section 5.01   The term "Loss" shall mean any amount Indemnitee is
obligated or asserted to be obligated to pay in respect of his legal liability,
whether actual or asserted, for a Wrongful Act, and shall include damages,
judgments, settlements and costs, attorneys' fees, charges and expenses incurred
in the defense of Claims.

     Section 5.02   Wrongful Act. The term "Wrongful Act" shall mean any breach
of duty, neglect, error, misstatement, misleading statement, omission or other
act done or wrongfully attempted by Indemnitee as alleged by any claimant or any
other matter claimed against Indemnitee by reason of Indemnitee being a
director, officer, consultant, employee or agent of the Company (or by reason of
the fact that he is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise).

     Section 5.03   Subsidiary. The term "Subsidiary" shall mean
any corporation of which at least 50% of the stock is owned by the Company or by
another Subsidiary.

                                       6


     Section 5.04   Claim. The term "Claim" shall mean any suit, action,
proceeding, investigation or claim, asserted or threatened, pending or
completed, whether civil, criminal, administrative or investigative, made or
instituted against or with respect to Indemnitee and/or the property of
Indemnitee either by or in the right of the Company or by or in the right of a
party other than the Company.

     Section 5.05   Change in Control. The term "Change in Control" means a
change in control of the Company occurring after August 23, 1994 of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether
or not the Company is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control shall be deemed to
have occurred if after August 23, 1994 (i) any "person" (as such term is used in
Section 13(d) and 14(d) of the Act) becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Act), directly or indirectly, of securities of the
Company representing 15% or more of the combined voting power of the Company's
then outstanding securities without the prior approval of at least three-
fourths of the members of the Board of Directors in office immediately prior to
such person attaining such percentage interest; (ii) there occurs a proxy
contest, or the Company is a party to a merger, consolidation, sale of assets,
plan of liquidation or other reorganization not approved by at least three-
fourths of the members of the Board of Directors then in office, as a
consequence of which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority of the
Board of Directors thereafter; or (iii) during any period of two consecutive
years, other than as a result of an event described in clause (ii) of Section
5.2 hereof, individuals who at the beginning of such period constituted the
Board of Directors (including for this purpose any new director whose election
or nomination for election by the Company's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who were directors
at the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.  Section 5.06 Disinterested Director. The
term "Disinterested Director" means a director of the Company who is not and was
not a party to the Claim in respect of which indemnification is sought by
Indemnitee.

     Section 5.07   Independent Counsel. The term "Independent Counsel" means a
law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been,
retained to represent: (i) the Company or Indemnitee in any matter material to
either such party, or (ii) any other party to the Claim giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to
determine Indemnitee's rights under this Agreement.









                                       7


                                   ARTICLE 6
                           Scope of Indemnification.

This Agreement and the indemnification provided herein:

     Section 6.01   Shall apply to Indemnitee in his capacity as a director,
officer, employee or agent, or the like, of (i) the Company, (ii) any Subsidiary
or former Subsidiary, or any Subsidiary which is hereafter acquired or created
by the Company and (iii) corporations, partnerships, associations and entities
other than the Company and its Subsidiaries where Indemnitee is directed or
requested to serve by the Company;

     Section 6.02   Shall be irrevocable and perpetual and, subject to Section
1.4 hereof, shall apply to any Claim arising or Loss incurred after the date
hereof, whether made or incurred prior to or after the termination of
Indemnitee's services to the Company as a director, officer, employee or agent;
and

     Section 6.03   Subject to Section 1.4 hereof, shall cover Losses arising
from any Claims made against the estate, heirs or legal representatives of
Indemnitee.

                                    ARTICLE 7
                       Agreement to be Construed Liberally.

     Section 7.01   The purpose of this Agreement is to induce Indemnitee either
to serve the Company in one or more of the capacities described in Section 6.1
hereof, or to induce Indemnitee to continue to serve in one or more such
capacities. The Company acknowledges that but for this Agreement and the
expectation by Indemnitee that the Company will perform each of its obligations
hereunder, Indemnitee may not consent to serve or to continue to serve the
Company in such capacities. Therefore, it is the intention of the Company and
Indemnitee that this Agreement be construed liberally so as to achieve its
purpose, subject to Section 1.4 hereof, of protecting Indemnitee from and
against Losses arising from Wrongful Acts. The Company agrees that it will not
do or fail to do any act which would or might prevent or hinder the performance
by the Company of its obligations under this Agreement.

                                   ARTICLE 8
                            Agreement Not Exclusive.

     Section 8.01   The rights and benefits of Indemnitee and the obligations of
the Company under this Agreement shall be in addition to, and shall not
supersede or be in lieu of, the provisions (if any) relating to the
indemnification of Indemnitee by the Company in the Certificate of
Incorporation, By-laws or resolutions of the Board of Directors of the Company;
the provisions of policies of insurance or indemnification arrangements provided
by persons or entities other than the Company; or applicable law.
Notwithstanding anything to the contrary in this Agreement, the Company agrees
to defend (subject to Indemnitee's right to retain his own legal counsel
independent of any legal counsel retained by the Company with respect to any
Claim), indemnify and hold harmless Indemnitee to the fullest extent permitted
from time to time
by applicable law.



                                       8


                                    ARTICLE 9
                                   Severability.

     Section 9.01   Nothing in this Agreement is intended to require or shall be
construed as requiring the Company to do or fail to do any act in violation of
applicable law. In the event any provision of this Agreement is finally
determined by the courts to require the Company to do or fail to do such an act,
such provision shall be limited or modified in its application to the minimum
extent necessary to avoid a violation of law, and as so limited or modified such
provision and the balance of this Agreement shall be enforceable in accordance
with their terms.

                                   ARTICLE 10
                                  CHOICE OF LAW.

     Section 10.01  THIS AGREEMENT IS MADE AND ENTERED INTO PURSUANT TO SECTION
145(f) OF THE DELAWARE GENERAL CORPORATION LAW, AND THIS AGREEMENT SHALL BE
GOVERNED BY, AND ITS PROVISIONS CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF DELAWARE.

                                   ARTICLE 11
                                Choice of Forum.

     Section 11.01  The Company agrees (i) that any action instituted by or on
behalf of the Company under this Agreement or to enforce or interpret any
provision of this Agreement shall be brought only in the state courts of the
State of Delaware and in no other court and (ii) that if any action is
instituted in any court by Indemnitee under this Agreement or to enforce or
interpret any of its terms, the Company hereby agrees, and will at such time
agree, to the exclusive jurisdiction and exclusive venue of such court and
to personal service upon the Company by such court for the purpose of such
action, and will not attempt to transfer or remove such action to another court.

                                   ARTICLE 12
                                  Limitations.

     Section 12.01  To the extent that a cause of action asserted against the
Indemnitee is not explicitly governed by applicable law with regard to a statute
of limitations, no legal action can be brought by or on behalf of the Company
against the Indemnitee unless the action is asserted by the timely filing of
legal action within two (2) years from the date of accrual of such cause of
action.

                                   ARTICLE 13
                             Successors and Assigns.

     Section 13.01  This Agreement shall be binding upon the Company and its
successors and assigns, and shall inure to the benefit of Indemnitee and
Indemnitee's estate, heirs and legal representatives.








                                       9


                                   ARTICLE 14
                                 Attorneys' Fees.

     Section 14.01  In the event that any action is instituted by Indemnitee
under this Agreement or to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all court costs and expenses,
including attorneys' fees, incurred by Indemnitee with respect to such action,
unless as a part of such action the court determines that each of the material
assertions made by Indemnitee as a basis for such action was not made in good
faith or was frivolous. In the event any action is instituted by or in
the name of the Company under this Agreement or to enforce or interpret any of
the terms of this Agreement, Indemnitee shall be entitled to be paid all court
costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee
in defense of such action (including with respect to Indemnitee's counterclaims
and crossclaims made in such action), unless as a part of such action the court
determines that each of Indemnitee's material defenses to such action was made
in bad faith or was frivolous.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

UNIT CORPORATION


By:
________________________________
John G. Nikkel, President


AGREED TO AND ACCEPTED
BY INDEMNITEE:



____________________________






















                                       10