AMENDED AND RESTATED
REGULATIONS
OF
TORO ENERGY OF OHIO-AMERICAN, LLC

These Amended and Restated Regulations (these "Regulations") of Toro Energy of Ohio-American, LLC, a
Texas limited liability company (the "Company"), is entered into by Toro Partners, LP, a Texas limited
partnership ("Toro Partners"), pursuant to and in accordance with the Texas Limited Liability Company Act (Texas
Revised Civil Statutes Article 1528n, et seq.), as amended (the "Act"), for the regulation and management of the
Company.

W I T N E S S E T H

WHEREAS, the Company was formed on February 20, 2001, when its Articles of Organization were filed with
the Secretary of State of Texas;

WHEREAS, Toro Partners adopted those certain Regulations of Toro Energy of Ohio-American, LLC, dated
February 20, 2001 (the "Original Regulations"), for the regulation and management of the Company; and

WHEREAS, Toro Partners, being the sole member of the Company, desires to amend and restate the Original
Regulations in their entirety.

NOW, THEREFORE, in consideration of the premises, Toro Partners hereby amends and restates the Original
Regulations as follows:

1. Name. The name of the limited liability company is Toro Energy of Ohio-American, LLC.

2. Purpose. The purpose for which the Company is organized is to transact any and all lawful business for
which limited liability companies may be formed under the Act and which is not forbidden by the law of the
jurisdiction in which the Company engages in that business.

3. Registered Office; Registered Agent. The registered office and registered agent of the Company in the
State of Texas shall be as specified in the Articles of Organization (the "Articles") filed with the Secretary of
State of Texas. The Board of Managers may change the registered office and the registered agent at such times as
the Board of Managers determines appropriate in any manner provided by law.

4. Principal Office. The principal office of the Company (at which the books and records of the Company
shall be maintained) shall be at such place as the Board of Managers may designate, which need not be in the
State of Texas. The Company may have such other offices as the Board of Managers may designate.

5. Member. The term "Member" as used in these Regulations means Toro Partners, in its capacity as a member
(within the meaning of the Act) of the Company, and any person hereafter admitted to the Company as a member, but
such term does not include any person who has ceased to be a member of the Company. The name and the mailing
address of the initial Member are as follows:

Toro Partners, LP
10 Lafayette Square
Buffalo, NY 14203

6. Powers. The Company shall have the power and authority to take any and all actions necessary,
appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in
Section 2, including any and all powers set forth in the Act.

7. Term. The term of the Company commenced on the date of the filing of the Articles in the Office of the
Secretary of State of Texas and shall be perpetual, unless it is dissolved sooner as a result of: (a) the
written election of the Member, (b) the entry of a decree of judicial dissolution under Article 6.02 of the Act,
or (c) the occurrence of an event that causes there to be no members of the Company, unless the Company is
continued in accordance with the Act. No other event shall cause a dissolution of the Company.

8. Capital Contributions. The Member shall make capital contributions to the Company at such times and in
such amounts as determined by the Member in its sole discretion. All capital contributions made by the Member to
the Company shall be credited to the Member's account.

9. Distributions. The Company shall make cash distributions to the Member at such times and in such
amounts as may be determined by the Board of Managers. The Company may make non-cash distributions to the Member
at such times and in such forms as may be determined by the Board of Managers. Notwithstanding any other
provision of these Regulations, neither the Company, nor the Board of Managers on behalf of the Company, shall
make a distribution to the Member if such distribution would violate the Act or other applicable law.

10. Management. Subject to the provisions of the Act and any limitations in these Regulations as to action
to be authorized or approved by the Member, all management powers over the business and affairs of the Company
shall be exclusively vested in a board of managers (the "Board of Managers"), comprised of a number of
individuals (no less than 2) (each, a "Manager") determined by the Member and each of whom shall be appointed by
the Member. Collectively, the Managers shall constitute "managers" of the Company within the meaning of the
Act. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents
of the Company. Except as otherwise specifically provided in these Regulations, the authority and functions of
the Board of Managers and of the Officers shall be identical to the authority and functions of the board of
directors and officers, respectively, of a corporation organized under the Texas Business Corporation Act. Thus,
except as otherwise specifically provided in these Regulations, the business and affairs of the Company shall be
managed under the direction of the Board of Managers, and the day-to-day activities of the Company shall be
conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter may be
granted to managers under the Act and to all other powers granted under any other provision of these Regulations,
the Board of Managers (subject to Section 11 of these Regulations) and the Officers (subject to Section 12 of
these Regulations and the direction of the Board of Managers) shall have full power and authority to do all
things on such terms as they, in their sole discretion, may deem necessary or appropriate to conduct, or cause to
be conducted, the business and affairs of the Company. The Member, by virtue of its status of a member of the
Company, shall not have any management power over the business and affairs of the Company or actual or apparent
authority to enter into contracts on behalf of, or to otherwise bind, the Company.

11. Board of Managers.

(a) Election and Removal of Managers. Upon election by the Member, each Manager shall hold office until
death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the
Board of Managers, the Member shall elect a successor so that the Board of Managers remains fully constituted at
all times.

(b) Meetings and Approval Requirements.

(i) Regular Meetings. Regular meetings of the Board of Managers shall be held as the Board of Managers may
determine and, if so determined, no notice thereof need be given. Special meetings of the Board of Managers
shall be held at the written request of any Manager.

(ii) Telephonic Meetings. Any meeting of the Board of Managers may be held by conference telephone call or
through similar communications equipment by means of which all persons participating in the meeting are able to
hear each other. Participation in a telephonic or videographic meeting held pursuant to this section shall
constitute presence in person at such meeting.

(iii) Notices. Notices of regularly scheduled meetings of the Board of Managers shall not be required unless
the time or place of a particular regular meeting is other than as set forth in the schedule of regular meetings
previously approved by the Board of Managers. Notices of special meetings shall be required and shall state the
place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Special
meetings shall be held at the address specified in the notice of such meeting or at such other place as shall be
agreed by the Managers. Notice of a special meeting shall be given in writing to each Manager not less than two
(2) nor more than fifteen (15) days before the date of the meeting. Managers may waive in writing the
requirements for notice before, at or after the special meeting involved. The presence of a Manager at a meeting
shall constitute waiver of notice unless said Manager expressly states otherwise at the outset of such meeting.

(iv) Quorum. At each meeting of the Board of Managers, the presence in person or by electronic means, as the
case may be, of a majority of the Managers shall be necessary to constitute a quorum for the transaction of
business by the Board of Managers.

(v) Approval Requirements. The Board of Managers may act either through the presence of Managers voting at
a meeting or by written consent without a meeting as described in clause (vi) below. In the case of actions
taken at a meeting, the affirmative vote of at least a majority of the Managers present in person or by
electronic means, as the case may be, and voting at a duly held meeting of the Board of Managers where a quorum
is present shall be necessary for any action of the Board of Managers.

(vi) Written Consents. Any action required or permitted to be taken at a meeting of the Board of Managers
may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, shall be signed by at least a majority of the Managers. Such consents shall
be filed with the minutes of the proceedings of the Board of Managers.

(vii) Compensation and Reimbursement. Except as determined by the Board of Managers, no compensation or fees
shall be paid by the Company to any individual for serving as a Manager. However, Managers shall be entitled to
reimbursement by the Company for reasonable expenses incurred in attending meetings of the Board of Managers.

B. H. Hale

R. J. Tanski

12. Officers.

(a) Appointment and Tenure.

(i) The Officers of the Company shall be comprised of one or more individuals designated from time to time
by the Board of Managers. No Officer need be a resident of the State of Texas. Officers of the Company are not
"managers," as that term is used in the Act. Each Officer shall hold his office for such term and shall have such
authority and exercise such powers and perform such duties as shall be determined from time to time by the Board
of Managers. Any number of offices may be held by the same individual. The salaries or other compensation, if
any, of the Officers and other agents of the Company shall be fixed from time to time by the Board of Managers.

(ii) The Officers of the Company may be comprised of a president, a secretary and a treasurer. The Board of
Managers may also designate one or more vice presidents, assistant secretaries and assistant treasurers. The
Board of Managers may designate such other Officers and assistant officers and agents as the Managers shall deem
necessary.

(b) Removal. Any Officer may be removed as such at any time by the Board of Managers, either with or
without cause, in the discretion of the Board of Managers.

(c) President. The president, if one is designated, shall be the chief executive officer of the Company,
shall have general and active management of the day-to-day business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be authorized and directed to implement all orders, resolutions
and business plans adopted by the Board of Managers.

(d) Vice Presidents. The vice presidents, if any are designated, in the order of their seniority, unless
otherwise determined by the Board of Managers, shall, in the absence or disability of the president, perform the
duties and have the authority and exercise the powers of the president. They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.

(e) Secretary; Assistant Secretaries. The secretary, if one is designated, shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe. The assistant secretaries, if any are
designated, in the order of their seniority, unless otherwise determined by the Board of Managers, shall, in the
absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

(f) Treasurer; Assistant Treasurers. The treasurer, if one is designated, shall have custody of the
Company's funds and securities and shall keep full and accurate accounts and records of receipts, disbursements
and other transactions in books belonging to the Company, and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such depositories as may be designated from time to time by the
Board of Managers. The treasurer shall disburse the funds of the Company as may be ordered by the Board of
Managers, taking proper vouchers for such disbursements, and shall render the president and the Board of
Managers, when so directed, an account of all his transactions as treasurer and of the financial condition of the
Company. The treasurer shall perform such other duties and have such other powers as the Board of Managers may
from time to time prescribe. If required by the Board of Managers, the treasurer shall give the Company a bond
of such type, character and amount as the Board of Managers may require. The assistant treasurers, if any are
designated, in the order of their seniority, unless otherwise determined by the Board of Managers, shall, in the
absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

13. Powers of Execution.

(a) Checks and Notes. All checks and other demands for money and notes and any other instrument for the
payment of money shall be signed on behalf of the Company by such Officer or by such other person or persons as
the Board of Managers may from time to time designate. The signature of such Officer or any such other person
may be a facsimile if so authorized by the Board of Managers.

(b) Contracts and Deeds. All contracts, deeds and instruments shall be signed on behalf of the Company by
such Officer or by such other person or persons as the Board of Managers may from time to time designate.

(c) Interests in Other Entities. All shares of stock, partnership interests, limited liability company
interests or other interests owned by the Company in other entities shall be voted or represented, as the case
may be, on behalf of the Company by such Officer or such other person or persons as shall be designated by the
Board of Managers.

14. Exculpation. NEITHER THE MANAGERS, THE MEMBER, NOR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER, SHALL BE LIABLE, RESPONSIBLE OR ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE MEMBER FOR ANY ACTION TAKEN OR FAILURE TO ACT (EVEN IF SUCH ACTION OR FAILURE TO ACT CONSTITUTED THE
NEGLIGENCE OF A PERSON, INCLUDING THE PERSON FOR WHOM EXCULPATION IS SOUGHT HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE AUTHORITY CONFERRED ON THE PERSON DESCRIBED IN THESE REGULATIONS OR BY LAW UNLESS SUCH
ACT OR OMISSION WAS PERFORMED OR OMITTED FRAUDULENTLY OR CONSTITUTED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO
THE EXTENT THAT, AT LAW OR IN EQUITY, THE MANAGERS, THE MEMBER, OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF
THE COMPANY OR OF THE MEMBER HAVE DUTIES (INCLUDING FIDUCIARY DUTIES) AND LIABILITIES RELATING TO THE COMPANY,
THE MANAGERS, THE MEMBER OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER ACTING UNDER
THESE REGULATIONS SHALL NOT BE LIABLE TO THE COMPANY OR THE MEMBER FOR THEIR RELIANCE ON THE PROVISIONS OF THESE
REGULATIONS. THE PROVISIONS OF THESE REGULATIONS, TO THE EXTENT THAT THEY EXPAND OR RESTRICT THE DUTIES AND
LIABILITIES OF THE MANAGERS, THE MEMBER OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE EXISTING AT LAW OR IN EQUITY, ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF ARTICLE 2.20 OF
THE ACT TO REPLACE SUCH OTHER DUTIES AND LIABILITIES OF THE MANAGERS, THE MEMBER OR ANY OWNER, OFFICER, DIRECTOR
OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.

15. Indemnification.

(a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was, at any time prior to or during which this Section 15
is in effect, a Manager, an Officer or Member of the Company, or is or was, at any time prior to or during
which this Section 15 is in effect, serving at the request of the Company, as a manager, director or officer of a
corporation, partnership, limited liability company, joint venture, trust, other enterprise or employee benefit
plan against reasonable expenses (including attorneys' fees), judgments, fines, penalties, amounts paid in
settlement and other liabilities actually and reasonably incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.

(b) Expenses incurred by a person who is or was a Manager, an Officer or Member of the Company in appearing
at, participating in or defending any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, shall be paid by the Company at reasonable intervals in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Member, Officer or Manager to repay such amount if it shall ultimately be determined that he is not entitled to
be indemnified by the Company as authorized by this Section 15. The indemnification and advancement of expenses
provided by this Section 15 shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be or become entitled under any law, these Regulations, the
decision of the Board of Managers, or the Member or otherwise, or under any policy or policies of insurance
purchased and maintained by the Company on behalf of any such person, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall continue as to a person who has ceased
to be a manager, officer or member and shall inure to the benefit of the heirs, executors and administrators of
such person.

(c) The rights provided by this Section 15 are for the benefit of the persons referred to herein and their
respective heirs, executors and administrators and shall be legally enforceable against the Company by such
persons (who shall be presumed to have relied on such rights in undertaking or continuing any of the positions
referred to herein) or by their respective heirs, executors and administrators. No amendment to or restatement
of this Section 15, or merger, consolidation, conversion or reorganization of the Company, shall impair the
rights of indemnification provided by this Section 15 with respect to any action or failure to act, or alleged
action or failure to act, occurring or alleged to have occurred prior to such amendment, restatement, merger,
consolidation, conversion or reorganization.

16. Mergers and Exchanges. Subject to the requirements of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.

17. Amendments to these Regulations. The power to alter, amend, restate, or repeal these Regulations or to
adopt new regulations is vested in the Member. These Regulations may be amended, modified, supplemented or
restated in any manner permitted by applicable law and approved by the Member.

18. Governing Law. These Regulations shall be governed by, and construed under, the laws of the State of
Texas (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.

IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly executed these Regulations
to be effective as of June 3, 2003.

	TORO PARTNERS, LP

	By: Upstate Energy Inc., its sole general partner

	By: /s/ B. H. Hale
	Name: B. H. Hale
	Title: President

AMENDED AND RESTATED REGULATIONS OF TORO ENERGY OF OHIO-AMERICAN, LLC

AMENDED AND RESTATED
REGULATIONS
OF
TORO ENERGY OF OHIO-AMERICAN, LLC