EXHIBIT 4.5

                                     BYLAWS
                                       OF
                        NOBLE HOLDING (U.S.) CORPORATION

                                    ARTICLE I
                                     OFFICES

         Section 1. Registered Office. The address of the registered office of
Noble Holding (U.S.) Corporation (the "Corporation") is located at c/o The
Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware 19801, and the registered agent in charge thereof
shall be The Corporation Trust Company.

         Section 2. Other Offices. The Corporation may also have offices at such
other places, and keep the books and records of the Corporation, except as
otherwise may be required by law, at such other place or places, either within
or without the State of Delaware, as the Board of Directors of the Corporation
(the "Board of Directors") may from time to time determine or the business of
the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. All meetings of the stockholders shall be
held at the office of the Corporation or at such other places, within or without
the State of Delaware, as may from time to time be fixed by the Board of
Directors, the Chairman of the Board or the President.

         Section 2. Annual Meeting. The annual meeting of stockholders for the
election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the fourth Thursday in April
of each year, if not a legal holiday under the laws of the place where the
meeting is to be held, and if a legal holiday, then on the next succeeding day
not a legal holiday under the laws of such place, or on such other date and at
such hour as may from time to time be established by the Board of Directors, the
Chairman of the Board or the President.

         Section 3. Special Meetings. Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over the common stock of the Corporation (the "Common Stock") as to
dividends or upon liquidation, special meetings of the stockholders for any
purposes may be called only by (i) the Chairman of the Board, (ii) the
President, or (iii) a majority of the entire Board of Directors. Only such
business as is specified in the notice of any special meeting of the
stockholders shall come before such meeting.

         Section 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of the stockholders, whether annual or special
shall be given, either by personal delivery or by mail, not less than 10 nor
more than 60 days before the date of the meeting to each stockholder of record
entitled to notice of the meeting. If mailed, such notice shall be deemed given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. Each such notice

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shall state the place, date and hour of the meeting, and the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall attend such meeting in
person or by proxy without protesting, prior to or at the commencement of the
meeting, the lack of proper notice to such stockholder, or who shall waive
notice thereof as provided in Article X of these Bylaws. Notice of adjournment
of a meeting of stockholders need not be given if the time and place to which it
is adjourned are announced at such meeting, unless the adjournment is for more
than 30 days or, after adjournment, a new record date is fixed for the adjourned
meeting.

         Section 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the holders of a majority of votes entitled to be cast by the
stockholders entitled to vote, which if any vote is to be taken by classes shall
mean the holders of a majority of the votes entitled to be cast by the
stockholders of each such class, present in person or represented by proxy,
shall constitute a quorum at any meeting of the stockholders.

         Section 6. Adjournments. In the absence of a quorum, the holders of a
majority of the votes entitled to be cast by the stockholders, present in person
or represented by proxy, may adjourn the meeting from time to time. At any such
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.

         Section 7. Order of Business. At each meeting of the stockholders, the
Chairman of the Board, or in the absence of the Chairman of the Board, the
President, shall act as chairman. The order of business at each such meeting
shall be as determined by the chairman of the meeting. The chairman of the
meeting shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts and things as are necessary or desirable
for the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and safety, limitations
on the time allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls.

         Section 8. List of Stockholders. It shall be the duty of the Secretary
or other officer of the Corporation who has charge of the stock ledger to
prepare and make, at least 10 days before each annual meeting of stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in such stockholder's name. Such list shall be produced and
kept available at the times and places required by law.

         Section 9. Voting. Except as otherwise provided by law or by the
Certificate of Incorporation, each stockholder of record of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation shall be entitled at each meeting of the stockholders to such number
of votes for each share of such stock as may be fixed in the Certificate of
Incorporation or in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such stock, and each stockholder of
record of Common Stock shall

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be entitled at each meeting of the stockholders to one vote for each share of
such stock in each case, registered in such stockholder's name on the books of
the Corporation:

                  (a) on the date fixed pursuant to Section 6 of Article VII of
         these Bylaws as the record date for the determination of stockholders
         entitled to notice of and to vote at such meeting; or

                  (b) if no such record date shall have been so fixed, then at
         the close of business on the day next preceding the date on which
         notice of such meeting 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.

Each stockholder entitled to vote at any meeting of stockholders may authorize
not in excess of three persons to act for such stockholder by a proxy signed by
such stockholder or such stockholder's attorney-in-fact. Any such proxy shall be
delivered to the secretary of such meeting at or prior to the time designated
for holding the meeting but, in any event, not later than the time designated in
the order of business for so delivering such proxies. No proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.

         At each meeting of the stockholders, all corporate actions, other than
the election of directors, to be taken by vote of the stockholders (except as
otherwise required by law and except as otherwise provided in the Certificate of
Incorporation) shall each be authorized by a majority of the votes cast by the
stockholders entitled to vote thereon, present in person or represented by
proxy. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Where a separate vote by a class or classes is
required, the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.

         Unless required by law or determined by the chairman of the meeting to
be advisable, the vote on any matter, including the election of directors, need
not be by written ballot. In the case of vote by written ballot, each ballot
shall be signed by the stockholder voting, or by such stockholder's proxy, and
shall state the number of shares voted.

         Section 10. Action of Stockholders Without a Meeting. Except as limited
by the Delaware General Corporation Law, any action required to be taken at a
meeting of the stockholders, or any action which may be taken at a meeting of
the stockholders, 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 holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all of the shares entitled to vote thereon were present
and voted, and shall be delivered to the Corporation to its registered office in
Delaware, its principal place of business or an officer or agent of the
Corporation having custody of the minute books of the Corporation. Such consent
shall have the same force and effect as a vote of the stockholders at a meeting
called for the purpose of considering the action authorized.

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         Section 11. Inspectors. Either the Board of Directors, or in the
absence of a designation of inspectors by the Board of Directors, the chairman
of any meeting of stockholders may, in its or such person's discretion, appoint
two or more inspectors to act at any meeting of stockholders. Such inspectors
shall perform such duties as shall be specified by the Board of Directors or the
chairman of the meeting. Inspectors need not be stockholders. No director or
nominee for the office of director shall be appointed such an inspector.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 1. General Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

         Section 2. Number, Qualification and Election. The number of directors
which shall constitute the whole Board of Directors shall be three, but, by vote
of a majority of the entire Board of Directors, the number may be increased or
decreased, by amendment to this Section 2.

         Each director shall be at least 21 years of age. Directors need not be
stockholders of the Corporation.

         In any election of directors, the persons receiving a plurality of the
votes cast, up to the number of directors to be elected in such election, shall
be deemed elected.

         Section 3. Quorum and Manner of Acting. Except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, a majority of the entire
Board of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors and, except as so provided, the vote of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. In the absence of a quorum, a
majority of the directors present may adjourn the meeting to another time and
place. At any adjourned meeting at which a quorum is present, any business that
might have been transacted at the meeting as originally called may be
transacted.

         Section 4. Place of Meeting. The Board of Directors may hold meetings
at such place or places within or without the State of Delaware as the Board of
Directors may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

         Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors shall from time
to time by resolution determine. If any day fixed for a regular meeting shall be
a legal holiday under the laws of the place where the meeting is to be held, the
meeting that would otherwise be held on that day shall be held at the same hour
on the next succeeding business day.

         Section 6. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President or by
a majority of the directors.

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         Section 7. Notice of Meetings. Notice of regular meetings of the Board
of Directors or of any adjourned meeting thereof need not be given. Notice of
each special meeting of the Board of Directors shall be mailed to each director,
addressed to such director at such director's residence or usual place of
business, at least two days before the day on which the meeting is to be held or
shall be sent to such director at such place by telegraph or be given personally
or by telephone, not later than the day before the meeting is to be held, but
notice need not be given to any director who shall, either before or after the
meeting, submit a signed waiver of such notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place but need not state
the purpose of the meeting.

         Section 8. Rules and Regulations. The Board of Directors may adopt such
rules and regulations not inconsistent with the provisions of law, the
Certificate of Incorporation or these Bylaws for the conduct of its meetings and
management of the affairs of the Corporation as the Board of Directors may deem
proper.

         Section 9. Participation in Meeting by Means of Communication
Equipment. Any one or more members of the Board of Directors or any committee
thereof may participate in any meeting of the Board of Directors or of any such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation shall constitute presence in person at such meeting.

         Section 10. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or of
any such committee consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or of such
committee.

         Section 11. Resignations. Any director of the Corporation may at any
time resign by giving written notice to the Board of Directors, the Chairman of
the Board, the President or the Secretary of the Corporation. Such resignation
shall take effect at the time specified therein or, if the time be not
specified, upon receipt thereof, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         Section 12. Vacancies. Subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual meeting of stockholders or until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no directors in
office then an election of directors may be held in the manner provided by
statute.

         Section 13. Compensation. Each director who shall not at the time also
be a salaried officer or employee of the Corporation or any of its subsidiaries
(an "Outside Director"), in

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consideration of such person serving as a director, shall be entitled to receive
from the Corporation such amount per annum and such fees for attendance at
meetings of the Board of Directors or of committees of the Board of Directors,
or both, as the Board of Directors shall from time to time determine. In
addition, each director, whether or not an Outside Director, shall be entitled
to receive from the Corporation reimbursement for the reasonable expenses
incurred by such person in connection with the performance of such person's
duties as a director. Nothing contained in this Section 13 shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV
                         EXECUTIVE AND OTHER COMMITTEES

         Section 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole board, designate annually two or
more of its members to constitute members or alternate members of an Executive
Committee, which committee shall have and may exercise, between meetings of the
Board of Directors, all the powers and authority of the Board of Directors in
the management of the business affairs of the Corporation, including, if such
Committee is so empowered and authorized by resolution adopted by a majority of
the entire Board of Directors, the power and authority to declare a dividend and
to authorize the issuance of stock, and may authorize the seal of the
Corporation to be affixed to all papers that may require it, except that the
Executive Committee shall not have such power or authority in reference to:

                  (a) amending the Certificate of Incorporation;

                  (b) adopting an agreement of merger or consolidation involving
         the Corporation;

                  (c) recommending to the stockholders the sale, lease or
         exchange of all or substantially all of the property and assets of the
         Corporation;

                  (d) recommending to the stockholders a dissolution of the
         Corporation or a revocation of a dissolution;

                  (e) adopting, amending or repealing any bylaw;

                  (f) filling vacancies on the Board of Directors or any
         committee thereof, including the Executive Committee; or

                  (g) amending or repealing any resolution of the Board of
         Directors which by its terms may be amended or repealed only by the
         Board of Directors.

The Board of Directors shall have power at any time to change the membership of,
to fill vacancies on and to discharge the Executive Committee, either with or
without cause.

         Section 2. Other Committees. The Board of Directors may, by resolution
adopted by a majority of the entire Board of Directors, designate from among its
members one or more

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committees, each of which shall, except as otherwise prescribed by law, have
such authority as may be specified in the resolution of the Board of Directors
designating such committee. A majority of all members of such committee may
determine its action and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
power at any time to change the membership of, to fill all vacancies on and to
discharge any such committee, either with or without cause.

         Section 3. Procedure, Meetings, Quorum. Regular meetings of the
Executive Committee or any other committee of the Board of Directors, of which
no notice shall be necessary, may be held at such times and places as shall be
fixed by resolution adopted by a majority of the members thereof. Special
meetings of the Executive Committee or any other committee of the Board of
Directors shall be called at the request of any member thereof. Notice of each
special meeting of the Executive Committee or any other committee of the Board
of Directors shall be sent by mail, telegraph or telephone, or be delivered
personally to each member thereof not later than the day before the day on which
the meeting is to be held, but notice need not be given to any member who shall,
either before or after the meeting, submit a signed waiver of such notice or who
shall attend such meeting without protesting, prior to or at its commencement,
the lack of notice to such member. Any special meeting of the Executive
Committee or any other committee of the Board of Directors shall be a legal
meeting without any notice thereof having been given, if all the members thereof
shall be present thereat. Notice of any adjourned meeting of the Executive
Committee or any other committee of the Board of Directors need not be given.
The Executive Committee or any other committee of the Board of Directors may
adopt such rules and regulations not inconsistent with the provisions of law,
the Certificate of Incorporation or these Bylaws for the conduct of its meetings
as the Executive Committee or any other committee of the Board of Directors
deems proper. A majority of the Executive Committee or any other committee of
the Board of Directors shall constitute a quorum for the transaction of business
at any meeting, and the vote of a majority of the members thereof present at any
meeting at which a quorum is present shall be the act of such committee. The
Executive Committee and any other committee of the Board of Directors shall keep
written minutes of its proceedings and shall report on such proceedings to the
Board of Directors.

                                    ARTICLE V
                                    OFFICERS

         Section 1. Number, Term of Office. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a Chairman of the Board,
a President, one or more Vice Presidents, a Treasurer and a Secretary, and such
other officers or agents with such titles and such duties as the Board of
Directors may from time to time determine, each to have authority, functions or
duties as provided in these Bylaws or as the Board of Directors may from time to
time determine, and each to hold office for such term as may be prescribed by
the Board of Directors and until such person's successor shall have been chosen
and shall qualify, or until such person's death or resignation, or until such
person's removal in the manner hereinafter provided. The Chairman of the Board
shall be elected from among the directors. One person may hold the office, and
perform the duties of any two or more of said officers; provided, however, that
no officer shall execute, acknowledge or verify any instrument in more than one
capacity if such instrument is required by law, the Certificate of Incorporation
or these Bylaws to

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be executed, acknowledged or verified by two or more officers. The Board of
Directors may from time to time authorize any officer to appoint and remove any
such other officers and agents and to prescribe their powers and duties. The
Board of Directors may require any officer or agent to give security for the
faithful performance of such person's duties.

         Section 2. Removal. Any officer may be removed, either with or without
cause, by the Board of Directors at any meeting thereof called for that purpose,
or, except in the case of any officer elected by the Board of Directors, by any
committee or superior officer upon whom such power may be conferred by the Board
of Directors.

         Section 3. Resignation. Any officer may at any time resign by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Any such resignation shall take effect on the date of receipt of
such notice or at any later date specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal or any other cause may be filled for the unexpired portion
of the term in the manner prescribed in these Bylaws for election to such
office.

         Section 5. Chairman of the Board. The Chairman of the Board shall, if
present, preside at meetings of the stockholders, meetings of the Board of
Directors and meetings of the Executive Committee. The Chairman of the Board
shall counsel with and advise the President and perform such other duties as the
Board of Directors or the Executive Committee may from time to time determine.

         Section 6. President. The President shall be the chief executive
officer of the Corporation and as such shall have general supervision and
direction of the business and affairs of the Corporation, subject to the control
of the Board of Directors. The President shall, if present and in the absence of
the Chairman of the Board, preside at meetings of the stockholders, meetings of
the Board of Directors and meetings of the Executive Committee. The President
shall perform such other duties as the Board of Directors may from time to time
determine. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments authorized by the Board
of Directors or any committee thereof empowered to authorize the same.

         Section 7. Vice Presidents. Each Vice President, if any, shall have
such powers and duties as shall be prescribed by the Chairman of the Board, the
President or the Board of Directors. Any Vice President may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors or any committee thereof
empowered to authorize the same.

         Section 8. Treasurer. The Treasurer, if any, shall perform all duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to the Treasurer by the Chairman of the Board, the President or
the Board of Directors.

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         Section 9. Secretary. It shall be the duty of the Secretary to act as
secretary at all meetings of the Board of Directors, the Executive Committee and
the stockholders, and to record the proceedings of such meetings in books kept
for that purpose. The Secretary shall see that all notices required to be given
by the Corporation are duly given and served and shall be custodian of the seal
of the Corporation and shall affix the seal or cause it to be affixed to all
certificates of stock of the Corporation (unless the seal of the Corporation on
such certificates shall be a facsimile, as hereinafter provided) and to all
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized in accordance with the provisions of these Bylaws. The Secretary
shall have charge of the stock ledger books and also of the other books, records
and papers of the Corporation and shall see that the reports, statements and
other documents required by law are properly kept and filed. The Secretary shall
in general perform all the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to such person by the Chairman
of the Board, the President or the Board of Directors.

         Section 10. Controller. The Controller, if any, shall perform all of
the duties incident to the office of the Controller and such other duties as
from time to time may be assigned to such person by the Chairman of the Board,
the President or the Board of Directors.

         Section 11. Assistant Treasurers, Secretaries and Controllers. The
Assistant Treasurers, Assistant Secretaries and Assistant Controllers, if any,
shall perform such duties as shall be assigned to them by the Treasurer,
Secretary or Controller respectively, or by the Chairman of the Board, the
President or the Board of Directors.

                                   ARTICLE VI
          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

         Section 1. Third Party Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person 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 or her 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 such person reasonably believed to be in or not
opposed to the best interests of the Corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

         Section 2. Derivative Actions. 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

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suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation, 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 of Delaware 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 of Delaware or such other court shall deem proper.

         Section 3. Determination of Indemnification. Any indemnification under
Section 1 or 2 of this Article VI (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 such person has met the applicable standard of conduct
set forth in Section 1 or 2 of this Article VI. Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.

         Section 4. Right to Indemnification. Notwithstanding the other
provisions of this Article VI, 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 Section 1 or 2 of this
Article VI, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section 5. Advancement of Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article VI.

         Section 6. Indemnification and Advancement of Expenses Not Exclusive.
The indemnification and advancement provided by, or granted pursuant to the
other Sections of, this Article VI shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be entitled under any
law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and action in another
capacity while holding such office. All rights to indemnification under this
Article VI shall be deemed to be provided by a contract between the Corporation
and the director, officer, employee or agent who served in such capacity at any
time while these Bylaws and other relevant

                                       10



provisions of the Delaware General Corporation Law and other applicable law, if
any, are in effect. Any repeal or modification thereof shall not affect any
rights or obligations then existing.

         Section 7. Insurance. 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
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the applicable
provisions of the Delaware General Corporation Law.

         Section 8. Definitions of Certain Terms. For purposes of this Article
VI, references to "the Corporation" shall include, in addition to the
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.

         For purposes of this Article VI, references to "other enterprise" shall
include employee benefit plans, references to "fines" shall include any excise a
tax assessed on a person with respect to any employee benefit plan, and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries. A person who acted in good
faith and in a manner such person 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 Article VI.

         Section 9. Continuation and Successors. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
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.

                                   ARTICLE VII
                                  CAPITAL STOCK

         Section 1. Certificates for Shares. Certificates representing shares of
each class of stock of the Corporation, whenever authorized by the Board of
Directors, shall be in such form as shall be approved by the Board of Directors.
The certificates representing shares of stock of each class shall be signed by,
or in the name of, the Corporation by the Chairman of the Board, the President
or a Vice President and by the Secretary (or an Assistant Secretary) or the
Treasurer (or

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an Assistant Treasurer), and may be sealed with the seal of the Corporation,
which may be by a facsimile thereof. Any or all such signatures may be
facsimiles if countersigned by a transfer agent or registrar. Although any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate ceases to be such officer, transfer agent or
registrar before such certificate is issued, it may nevertheless be issued by
the Corporation with the same effect as if such officer, transfer agent or
registrar were still such at the date of issue.

         The stock ledger and blank share certificates shall be kept by the
Secretary or a transfer agent or by a registrar or by any other officer or agent
designated by the Board of Directors.

         Section 2. Transfer of Shares. Transfer of shares of stock of each
class of the Corporation shall be made only on the books of the Corporation by
the holder thereof, or by such holder's attorney thereunto authorized by a power
of attorney duly executed and filed with the Secretary of the Corporation or by
a transfer agent for such stock, if any, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. The person in whose
name shares stand on the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation; provided, however, that
whenever any transfer of shares shall be made for collateral security and not
absolutely, and written notice thereof shall be given to the Secretary or to
such transfer agent, such fact shall be stated in the entry of the transfer. No
transfer of shares shall be valid as against the Corporation, its stockholders
and creditors for any purpose, except to render the transferee liable for the
debts of the Corporation to the extent provided by law, until it shall have been
entered in the stock records of the Corporation showing from and to whom
transferred.

         Section 3. Addresses of Stockholders. Each stockholder shall designate
to the Secretary or transfer agent of the Corporation an address at which
notices of meetings and all other corporate notices may be served or mailed to
such person, and, if any stockholder shall fail to designate such address,
corporate notices may be served upon such person by mail directed to such person
at such person's post office address, if any, as the same appears on the share
record books of the Corporation or at such person's last known post office
address.

         Section 4. Lost, Destroyed and Mutilated Certificates. The holder of
any share of stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificate. The
Corporation may issue to such holder a new certificate or certificates for
shares, upon the surrender of the mutilated certificate or, in the case of loss,
theft or destruction of the certificate, upon satisfactory proof of such loss,
theft or destruction. The Board of Directors, or a committee designated thereby,
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or such person's legal representative, to give the Corporation a bond in such
sum and with such surety or sureties as it may direct to indemnify the
Corporation and said transfer agents and registrars against any claim that may
be made on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

         Section 5. Regulations. The Board of Directors may make such additional
rules and regulations as it may deem expedient concerning the issue and transfer
of certificates

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representing shares of stock of each class of the Corporation and may make such
rules and take such actions as it may deem expedient concerning the issue of
certificates in lieu of certificates claimed to have been lost, destroyed,
stolen or mutilated.

         Section 6. Fixing Record 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 shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days prior to any
other action. A determination of stockholders of record entitled to notice of
and 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.

                                  ARTICLE VIII
                                      SEAL

         The Board of Directors shall provide a corporate seal in the form of a
circle bearing the full name of the Corporation and the words "Corporate Seal
Delaware" or such other words or figures as the Board of Directors may approve
and adopt. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

                                   ARTICLE IX
                                   FISCAL YEAR

         The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                    ARTICLE X
                                WAIVER OF NOTICE

         Whenever any notice is required to be given by law, by the Certificate
of Incorporation or these Bylaws, the person entitled thereto may, either before
or after the meeting or other matter in respect of which such notice is to be
given, waive such notice in writing, which writing shall be filed with or
entered upon the records of the meeting or the records kept with respect to such
other matter, as the case may be, and in such event such notice need not be
given to such person and such waiver shall be deemed equivalent to notice.

                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if

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notice of such alteration, amendment, repeal or adoption of new bylaws be
contained in the notice of such special meeting.

                                   ARTICLE XII
                                  MISCELLANEOUS

         Section 1. Execution of Documents. The Board of Directors or any
committee thereof shall designate the officers, employees and agents of the
Corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, notes, checks, drafts and other orders for the
payment of money and other documents for and in the name of the Corporation and
may authorize such officers, employees and agents to delegate such power
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation. Such delegation may be by resolution or
otherwise and the authority granted shall be general or confined to specific
matters, all as the Board of Directors or such committee may determine in the
absence of such designation referred to in the first sentence of this Section 1,
the officers of the Corporation shall have such power so referred to, to the
extent incident to the normal performance of their duties.

         Section 2. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board of Directors or any committee thereof or any officer
of the Corporation to whom power in that respect shall have been delegated by
the Board of Directors or any such committee thereof.

         Section 3. Checks. All checks, drafts, and other orders for the payment
of money out of the funds of the Corporation, and all notes or other evidence of
indebtedness of the Corporation, shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the Board
of Directors or of any committee thereof.

         Section 4. Proxies in Respect of Stock or Other Securities of Other
Corporation. The Board of Directors or any committee thereof shall designate the
officers of the Corporation who shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the Corporation the powers and rights that the Corporation may have as
the holder of stock or other securities in any other corporation, and to vote or
consent in respect of such stock or securities. Such designated officers may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights, and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, such written proxies, powers of attorney or other instruments
as they may deem necessary or proper in order that the Corporation may exercise
its said powers and rights.

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