EXHIBIT 3.77

                                     BYLAWS

                                       OF

                               REP HOLDINGS, LTD.

                                    ARTICLE I

                                Offices and Seal

                  Section 1.1 Offices. The principal office of the Corporation
shall be at such place as the board of directors shall from time to time
determine. The Corporation may have other offices, either within or without the
State of Hawaii, as the board of directors may designate, or as the business of
the Corporation may require from time to time.

                  Section 1.2 Seal. The Corporation may have a seal.

                                   ARTICLE II

                            Meetings of Shareholders

                  Section 2.1 Annual Meetings. The annual meeting of
shareholders shall be held each year at such time and place as the board of
directors shall determine. The purpose of the annual meeting shall be electing
directors and transacting other business as may come before the meeting.

                  Section 2.2 Special Meetings. Special meetings of shareholders
may be held for any purpose or purposes. Special meetings shall be held at any
time upon the call of the president, any director or upon the written request of
shareholders owning not less than one-tenth of the shares entitled to vote at
the special meeting.

                  Section 2.3 Place of Meetings. The board of directors may
designate any place within or without the State of Hawaii for any annual or
special meeting of shareholders. If no designation is made, the meeting shall be
held at the principal office of the Corporation.

                  Section 2.4 Notice of Meetings. Written notice of all
meetings, annual or special, shall state the place, day, and hour of the meeting
and whether it is an annual or special meeting. In the case of a special
meeting, the notice shall state the purpose or purposes for which the meeting is
called. Except as provided in the next sentence, notice shall be delivered not
less than ten days nor more than seventy days before the date of the meeting.
Notice of a meeting to vote upon a merger, consolidation, share exchange or sale
of all or substantially all assets otherwise than in the usual and regular
course of business shall be delivered not less than twenty days nor more than
seventy days before the date of the meeting. Notice shall be delivered
personally, by mull or by telecopier, by or at the direction of the president,
the secretary, or persons calling the meeting, to each registered holder
entitled to vote at the meeting. If mailed, the notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the registered holder at the holder's address as it appears on the stock
transfer books of the Corporation. Waiver by a shareholder in writing of a
notice of a

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shareholders' meeting shall be equivalent to the giving of notice. Upon notice
being given in accordance with provisions of this section, the failure of any
shareholder to receive actual notice of any meeting shall not in any way
invalidate the meeting or proceedings thereat.

                  Section 2.5 Quorum. Except as otherwise provided by these
bylaws, the Corporation's articles of incorporation or law, a quorum at all
meetings of shareholders shall consist of the holders of record of a majority of
the shares entitled to vote thereat, present in person or by proxy. If a quorum
is not present at any meeting, a majority of the shareholders present in person
or by proxy may adjourn, from time to time, without notice other than by an
announcement at the meeting, until holders of the number of shares required to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally noticed.

                  Section 2.6 Closing of Transfer Books and Fixing Record Date.
To determine shareholders entitled to notice of, or to vote at, any meeting of
shareholders, or entitled to receive any dividend, or to make a determination of
shareholders for any other purpose, the board of directors of the Corporation
may provide that the stock transfer books shall be closed for a stared period
but not to exceed seventy days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, the books shall be closed for at least ten days
immediately preceding the meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for the
determination of shareholders. In case of a meeting of shareholders, the record
date shall be not less than ten or twenty days, as determined in accordance with
Section 2.4 of these bylaws, prior to the date on which the action requiring the
determination of shareholders is to be taken. The record date shall never be
more than seventy days prior to the date on which the action is to be taken. If
the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice or to vote at a meeting of
shareholders or to receive payment of a dividend, the date on which notice of
the meeting is mailed or the date on which the resolution of the Board of
Directors declaring the dividend is adopted shall be the record date for the
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
the same determination shall apply to any adjournment.

                  Section 2.7 Voting Record. The secretary shall make from the
stock transfer books a complete record of the shareholders entitled to vote at
the meeting or any adjournment. The list shall be arranged in. alphabetical
order and show the address of and the number of shares held by each shareholder.
The record shall be produced and kept open at the time and place of the meeting
and shall be subject to inspection by any shareholder during the whole time of
the meeting. Failure to comply with the requirements of this Section shall not
affect the validity of any action taken at the meeting.

                  Section 2.8 Proxies. A shareholder may vote either in person
or by a proxy executed in writing by tire shareholder or by the shareholder's
duly authorized attorney-in-fact. No proxy shall be valid after eleven months
from the date of its execution unless otherwise provided in the proxy.

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                  Section 2.9 Voting of Shares by Certain Shareholders.

                           (a) Shares held by another corporation may be voted
by the officer, agent, or proxy prescribed by the bylaws of the Corporation or,
in the absence of such provision, as the board of directors of the Corporation
may determine,

                           (b) Shares held by a subsidiary of the Corporation
shall trot be voted at any meeting or counted in determining the total number of
outstanding shares at any time. Another corporation is a subsidiary of this
Corporation for purposes of this Section if this Corporation owns a majority of
the shares voted for election of directors.

                           (c) Shares held by an administrator, executor,
guardian or conservator may be voted by such person, either hr person or by
proxy, without a transfer of the shares into the person's name. If the Shares
have not been transferred into the person's name, the person shall, as a
prerequisite to voting, file with the Corporation a certified copy of the
person's letter evidencing the person's authority as an administrator, executor,
guardian or conservator.

                           (d) A trustee may not vote shares unless the shares
have been transferred into the trustee's name. Shares standing in the name of
trustees may be voted by all or a majority of the trustees, either in person or
by proxy.

                           (e) Shares standing in the name of a receiver may be
voted by the receiver. Shares held by or under the control of a receiver may be
voted by the receiver without transfer into the receiver's name if authority so
to do is contained in an appropriate order of the court by which the receiver
was elected and the order is filed with the secretary.

                           (f) A shareholder whose shares are pledged shall be
entitled, to vote the shares until the shares have been transferred into the
name of the pledgee. Thereafter, the pledgee shall be entitled to vote the
shares transferred, unless prior to the meeting the pledgee or the pledgee's
representative shall file with the secretary a proxy for the pledgor to vote the
stock.

                  Section 2.10 Unanimous Consent of Shareholders. Whenever the
vote of shareholders at any meeting, annual or special, is required or permitted
to be taken in connection with any corporate action permitted by law, the
meeting and vote of shareholders may be dispensed with if all of the
shareholders who would have been entitled to vote upon the action consent in
writing to the action being taken.

                  Section 2.11 Shares Held by Nominees. The board of directors
may adopt by resolution a procedure whereby a shareholder of the Corporation may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of the shareholder are held for the account of a
specified person or persons. The resolution shall set forth (1) the types of
record-holding shareholders who may certify, (2) the purpose or purposes for
which the certificate may be made, (3) the form of certificate and information
to be contained therein, (4) if the certificate is with respect to a record date
or closing of the stock transfer books, the time within which the certificate
must be received by the Corporation, and (5) such other provisions with respect
to tire procedures as are deemed necessary or desirable. Upon receipt by the
Corporation of a certificate complying with the procedure, the persons specified
in the certificate

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shall be deemed, for the purpose or purposes set forth in the certificate, to be
the holders of record of the number of shares specified in place of the
shareholder making the certificate.

                  Section 2.12 Voting Agreements or Voting Trusts. The trustee
or trustees of any voting trust agreement affecting the shares of the
Corporation shall file an executed counterpart of the voting trust agreement
with the secretary of the Corporation. The trustee or trustees of any voting
agreement affecting the shares of the Corporation may file an executed
counterpart thereof with the secretary of the Corporation. The Corporation and
all directors anti officers thereof may be required to recognize and give effect
to the voting powers of the trustee or trustees under agreements of either kind
which are flied with the secretary.

                                   ARTICLE III

                               Board of Directors

                  Section 3.1 Number and Qualifications. The board of directors
shall consist of the number of persons elected at any annual or special meeting
of the shareholders, but in no event shall the number of directors be less than
the minimum number required by law. Directors need not be shareholders. At least
one director shall be a resident of the State of Hawaii. Each director shall
give to the secretary the mailing address and any changes thereof to which
notices shall be sent to the director.

                  Section 3.2 Term of Office. Each director shall bold office,
except as otherwise provided by law or in these bylaws, until the next annual
meeting of shareholders following that director's election and until that
directors successor shall be elected and qualified, or that director's death,
resignation or removal as provided in these bylaws.

                  Section 3.3 Removal. The entire board of directors or any
director may be removed from office, with or without cause, by a vote of
shareholders holding a majority of the outstanding shares entitled to vote an am
election of directors. However, no director elected by cumulative voting may be
removed if shareholders holding a sufficient number of shares to elect the
director at an election of directors vote against the removal. In case any
vacancy so created shall not be filled by the shareholders at the meeting, the
vacancy shall be filled by the board of directors as hereinafter provided.

                  Section 3.4 Vacancies. Permanent vacancies on the board of
directors caused by death, resignation, removal or other cause may be filled by
a majority of the remaining directors, though less than a quorum, or by a sole
remaining director. Each director so elected shall hold office for the unexpired
term of the director's predecessor in office.

                  Section 3.5 Committees of the Board. The board of directors
may elect `committees of one or more directors. Anything to the contrary in
Section 4.5 of these bylaws notwithstanding, committee members must be
designated by a majority of the entire board of directors. If the board of
directors elects an executive or other committee, the executive or other
committee may exercise all power of the board of directors, except that the
executive or other committee may not: (1) authorize distributions; (2) approve
or recommend to shareholders actions or proposals required to be approved by
shareholders; (3) designate candidates for the office of director, for purposes
of proxy solicitations or otherwise, or fill vacancies on the board

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of directors or any committee thereof (but the nominating committee may make
recommendations to be approved or disapproved by the board of directors); (4)
amend these bylaws; (5) approve a plan of merger not requiring shareholder
approval; (6) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the board of directors; or (7)
authorize or approve the Issuance or sale of, or any contract to issue or sell,
shares or designate the terms of a series or class of shares, except as
permitted by law or pursuant to a stock option or purchase plan approved by the
board of directors. Each committee may determine its own procedures for meetings
and decision making. If no determination is made, the provisions of Sections
4.2, 4.4 and 4.5 of these bylaws shall apply as if time committee were the board
of directors.

                                   ARTICLE IV

                         Actions of the Board Directors

                  Section 4.1 Regular Meetings. A regular meeting of the board
of directors shall be held without notice other than this bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The board
of directors may provide, by resolution, the time and place, either within or
without the State of Hawaii, for holding additional regular meetings without
notice other than the resolution.

                  Section 4.2 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any director.
The person or persons authorized to call special meetings of the board of
directors or the committee may fix any place for holding any special meeting of
the board of directors or the committee called by them.

                  Section 4.3 Attendance at Meetings by Telephone. Subject to
the provisions of these bylaws regarding notice, members of the board of
directors or any committee may participate in a meeting of the board of
directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.

                  Section 4.4 Notice of Meetings. The secretary shall give
notice of each meeting of the board of directors. Notice shall be in writing
anti be mailed to the director's mailing address, registered pursuant to Section
3.1 of these bylaws, not less than three days before the meeting. Notice may be
given personally, by telephone, telecopy, telegraph, or other means than mail
not less than one day before the meeting. Notice may also be given as otherwise
prescribed in advance by the board of directors. The failure of any director to
receive notice shall not invalidate the proceedings of any meeting at which a
quorum of directors is present. Notice need not be given to any director who
shall, either before or after the meeting, sign a waiver of notice or who shall
attend the meeting without protesting, prior to or ax its commencement, the lack
of notice. Except as otherwise provided by law, the Corporation's articles of
incorporation or these bylaws, a notice or waiver of notice need not state the
purposes of the meeting.

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                  Section 4.5 Quorum and Adjournment. A majority of the
directors shall constitute a quorum for the transaction of business. No actions
taken other than the election of directors to till permanent vacancies, as
provided in these bylaws, shall bind the Corporation unless it shall receive the
concurring vote of a majority of the directors present at a meeting at which a
quorum is present. In the absence of a quorum, the presiding officer or a
majority of the directors present may adjourn the meeting from time to time
without further notice until a quorum is present.

                  Section 4.6 Presumption of Assent. A director who is present
at a meeting of the board of directors or any committee at which action on any
matter is taken shall be presumed to have assented to the action. To dissent,
the director's dissent or the director's withholding of the directors vote shall
be entered in the minutes of the meeting. Alternatively, the director shall file
a written dissent to the action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward the dissent by
registered or certified mail to the secretary within two days after the date of
the action. The right to dissent shall not apply to a director who voted in
favor of the action.

                  Section 4.7 Unanimous Action Without Meeting. Any action
required or permitted to be taken at any meeting of the board of directors or a
committee may be taken without meeting it all of the directors or all the
committee members consent in writing to the action. The consent may be signed at
any time before or after the intended effective date of the action. The consent
shall be flied with the minutes of the board of directors meetings or committee
meetings and shall have the same effect as a unanimous vote.

                  Section 4.8 Conflicts of Interest. A director shall be
considered to have a conflict of interest if (a) the director has existing or
potential financial or other interests which impair or might reasonably appear
to Impair independent unbiased judgment in tile discharge of the directors
responsibilities to the Corporation, or (b) such director is aware that a member
of the directors family (which, for purposes of this Section 4.8, shall be a
spouse, child, parent, sibling, grandchild, aunts and uncles, cousin or spouse
of any such person) or any organization in which the director or a member of the
director's family) is an officer, director, employee, member, partner, trustee,
or controlling stockholder, has such existing or potential financial or other
interests. Each director shall disclose to the board of directors and each
committee on which the director serves any possible conflict of interest at the
earliest practical time. A director with a conflict of interest may be counted
in determining the presence of a quorum at a meeting of the board of directors
or a committee which authorizes, approves or ratifies the transaction.

                                    ARTICLE V

                                    Officers

                  Section 5.1 Titles and Number. The officers of the Corporation
shall be the president, one or more vice presidents, a secretary, a treasurer
and, In the discretion of the board of directors, a chair of the board and such
other officers, assistant officers and agents as time board of directors shall
from time to time elect with such duties as from time to time may be prescribed
by the board of directors or these bylaws.

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                  Section 5.2 Election and Term of Office. All officers shall be
elected by the board of directors and shall serve at the pleasure of the board
of directors. Any person may hold more than one office. Bach officer shall hold
office until that officer's successor has been elected and qualified or that
officer's earlier death, resignation or removal as provided in these bylaws. All
officers shall be subject to removal at any time with or without cause by the
board of directors. The board of directors may, in its discretion, eject acting
or temporary officers and may elect officers to fill vacancies occurring for any
reason whatsoever. The board of directors may, in its discretion, limit or
enlarge the duties and powers of any officer elected by it. Officers need not be
shareholders of the Corporation.

                  Section 5.3 Chair of the Board. The chair of the board (if
elected) shall preside at all meetings of the board of directors and of
shareholders and shall perform other duties as may be required of the chair of
the board by the board of directors.

                  Section 5.4 President. The president (in the absence of the
chair of the board, if elected) shall preside at all meetings of the
shareholders and the board of directors. Unless the board of directors shall
decide otherwise, the president shall be the chief executive officer of the
Corporation and shall have general charge and supervision of the business of the
Corporation. The president shall perform other duties as are incident to the
president's office or are required of the president by the board of directors.

                  Section 5.5 Vice Presidents. In the absence or disability of
or refusal to act by the president, the vice president or vice presidents shall,
in order designated by the president or the board of directors, perform all of
the duties of the president. When so acting a vice president shall have all the
powers of and be subject to all the restrictions upon the president. The vice
president or vice presidents shall have powers and perform other duties as may
be prescribed by the president, the board of directors or the bylaws.

                  Section 5.6 Secretary and Assistant Secretaries. The secretary
shall keep time minutes of all meetings of shareholders, the board of directors
and committees of time board of directors (if any). The secretary shall give
notice in conformity with these bylaws of all meetings of the shareholder and
the board of directors, in the absence of the chair of the board and of the
president and die vice president or vice presidents, the secretary shall have
the power to call meetings of the shareholders, the board of directors and
committees of the board of directors. The secretary shall also perform all other
duties assigned to tile secretary by the president or the board of directors.
The assistant secretary or assistant secretaries shall, In. the order prescribed
by the board of directors or the president, perform all the duties and exercise
all the powers of the secretary during the secretary's absence or disability or
whenever the office is vacant. An assistant secretary shall perform all the
duties assigned to the assistant secretary or assistant secretaries by the
president or the board of directors.

                  Section 5.7 Treasurer and Assistant Treasurers. The treasurer
shall be the chief financial and accounting officer of the Corporation. The
treasurer shall exercise general supervision over the receipt, custody and
disbursement of corporate funds and the keeping of corporate financial records.
The treasurer shall perform all other duties assigned to the treasurer by the
president or the board of directors. The assistant treasurer or assistant
treasurers, if elected, shall, in the order prescribed by the board of directors
or the president, perform all the

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duties and exercise all the powers of the treasurer during the treasurer's
absence or disability or whenever the office is vacant. An assistant treasurer
shall perform all the duties assigned to the assistant treasurer or assistant
treasurers by the president or the board of directors.

                  Section 5.8 Catastrophic Event. In the event of a catastrophe
which shall cause the death or inability to act of the chair of the board (if
elected), the president and other officers, the order of succession to the
presidency shall be the vice president or vice presidents, in such order as
shall be determined by resolution of the board of directors, the secretary, and
the treasurer until such time as the board of directors fills tile vacancies. In
the event of the death or inability to act of any director or the president, the
secretary may call a special meeting of shareholders or the board of directors
for tire purpose of filling the vacancies.

                                   ARTICLE VI

                                     Shares

                  Section 6.1 Payment for Shares. The payment for shares may be
any legal consideration.

                  Section 6.2 Certificates for Shares; Uncertificated Shares.
Each holder of a share of the Corporation shall be entitled to (a) a share
certificate signed by the chair of the board of directors or the president or a
vice president, and by the treasurer or the secretary, or an assistant treasurer
or assistant secretary, or (b) if the board of directors shall provide that all
or some shares shall be uncertificated shares, a written notice setting forth
the name of the shareholder and the number, class and series, if any, of shares
registered In time name of the shareholders. Certificates for shares shall be in
such form as shall be approved by the board of directors and shall bear the
corporate seal, if any, or a facsimile thereof. Any or all of the signatures
upon a certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon the
certificate shall have ceased to be such officer, transfer agent or registrar
before the certificate is issued, the certificate may be issued by the
Corporation with the same effect as if the officer, transfer agent or registrar
were such officer, transfer agent, or registrar at the date of its issue.

                  Section 6.3 Transfer of Shares. Transfer of shares may be made
in any manner permitted by law. No transfer shall be binding upon the
Corporation until a properly endorsed certificate has been presented to the
secretary of the Corporation for registration of the transfer.

                  Section 6.4 Lost Certificates. The board of directors may
adopt rules and regulations respecting replacement of lost, destroyed or
mutilated certificates. Subject to those rules or otherwise if no rules are
adopted, the board of directors may order a new share certificate to be issued
in the place of any share certificate alleged to have been lost, destroyed, or
mutilated, in every such case, the owner of the lost, destroyed, or mutilated
certificate shall be required to file with the board of directors sworn evidence
showing the facts connected with the loss or destruction. Unless the board of
directors shall otherwise direct, the owner of the lost or destroyed certificate
shall be required to give to the Corporation a bond or undertaking in such sum,
in such form, and with such surety or sureties as the board of directors may
approve, to indemnify the Corporation against any loss, damage or liability that
the Corporation may incur

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by reason of the issuance of a new certificate. Any new certificate issued in
the place of any lost, destroyed, or mutilated certificate shall bear the
notation "Issued for Lost Certificate No. _____." Nothing in this section
contained shall impair the right of the board of directors, in its discretion,
to refuse to replace any allegedly lost or destroyed certificate, save upon the
order of the court having jurisdiction in the matter.

                                   ARTICLE VII

                           Instruments and Investments

                  Section 7.1 Proper Officers. Except as hereinafter provided,
or as required by law, all checks, notes, bonds, acceptances or other financial
instruments, deeds, leases, contracts, licenses, endorsements, stock powers,
powers of attorney, proxies, waivers, consents, returns, reports, applications,
notices, mortgages and other instruments or writings of any nature which require
execution on behalf of the Corporation may be signed by any two officers,
provided, however, that no officer, though the officer may hold two or more
offices, shall sign any instrument in more than one capacity, unless the
Corporation has only one officer as permitted by law . However, the board of
directors may authorize any documents, instruments or writings to be signed by
any officers, agents or employees of the Corporation or any one of them in such
manner as the board of directors may determine.

                  Section 7.2 Facsimile Signatures. The board of directors may
by resolution provide for the execution of checks, warrants, drafts and other
orders for the payment of money by a mechanical device or machine or by the use
of facsimile signatures under such terms and conditions as shall be set forth in
the resolution.

                  Section 7.3 Voting Shares Held by the Corporation. In all
eases where the Corporation owns, holds, or represents under power of attorney,
proxy or in any representative capacity, shares of any corporation, or shares or
interests hi business trusts, partnerships or other associations, the shares or
interests shall be represented and voted by the president, or in the absence of
the president, by a vice president or as otherwise prescribed by the board of
directors. In the absence of either officer, any person specifically elected by
the board of directors for the purpose shall have the right to represent and
vote the shares or interests.

                                  ARTICLE VIII

                                 Indemnification

                  Section 8.1 Indemnification Generally. The Corporation shall
indemnify each 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 (other than an action by or in
the right of the Corporation) if the person is or was a director, officer,
employee or agent of the Corporation or of any division 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 the person in
connection with the action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best

                                        9



interests of the Corporation, and, with respect to any criminal action or
proceedings, bad no reasonable cause to believe the person's 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 the person reasonably believed to be in or nor
opposed to the best interests of the Corporation or, with respect to any
criminal action or proceeding, create a presumption that the person had
reasonable cause to believe that the person's conduct was unlawful.

                  Section 8.2 Suits By or In the Right of the Corporation. The
Corporation shall indemnify each 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 because that
person is or was a director, officer, employee or agent of the Corporation or of
any division 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 the person in
connection with the defense or settlement of the action or suit it' the person
acted in good faith anti in a manner the person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made hi respect of any claim, issue or matter as to
which the person shall have been adjudged to be liable for negligence or
misconduct in the performance of the persons duty to the Corporation unless and
only to the extent that the court in which the 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, the person is fairly and reasonably
entitled to indemnity for expenses which the court shall deem proper.

                  Section 8.3 Effect of Success in Defense. To the extent that a
person who is entitled to, indemnification has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
8.1 and 8.2, or in defense of any claim, issue or matter therein, the person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection therewith.

                  Section 8.4 Authorization for Indemnification. Any
indemnification under Sections 8.1 and 8.2 of this article (unless ordered by a
court) shall be made by the Corporation only if authorized in the specific case
upon a determination that indemnification of the person is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in Section 8.1 or 8.2. The determination may be made:

                           (1) by the board of directors by a majority vote of a
                  quorum consisting of directors who were not parties to the
                  action, suit or proceeding;

                           (2) if a quorum is not obtainable, or, even if
                  obtainable a quorum of disinterested directors so directs, by
                  independent legal counsel in a written opinion to the
                  Corporation;

                           (3) if a quorum of disinterested directors so
                  directs, by a majority vote of the stockholders; or

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                           (4) by the court in which the proceeding is or was
                  pending upon application made by the Corporation or the agent,
                  attorney, or other person rendering services hi connection
                  with the defense, whether or not the application by the agent,
                  attorney or other person is opposed by the Corporation.

                  Section 8.5 Advances. Expenses incurred in defending any
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person to repay the amount unless it shall
ultimately be determined that the person is entitled to be indemnified by the
Corporation as authorized in this Article.

                  Section 8.6 Indemnification not Exclusive. The indemnification
and advances of expenses provided by this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled amid shall
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 the person.

                  Section 8.7 Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or other agent of the Corporation or of any division
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 the
person and incurred by the person in any such capacity or arising out of the
person's status as such, whether or not the Corporation would, have the power to
indemnify the person against such liability under the provisions of this
Article. Insurance may be procured from any insurance company designated by time
board of directors, including any insurance company in which the Corporation
shall have any equity or other Interest, through stock ownership or otherwise.

                  Section 8.8 Fiduciaries of Employee Benefit Plans.
Indemnification, expense advancement or the purchase of insurance for time
benefit of any fiduciary of any employee benefit plan or trust for the benefit
of employees of the Corporation or another corporation in which the Corporation
owns shares shall be made upon the authorization of the board of directors.

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