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                                                                     EXHIBIT 4.2

                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                            CENTURY ALUMINUM COMPANY
                      (AS AMENDED THROUGH AUGUST 10, 2005)

                                    ARTICLE I

                                     OFFICES

          1. The corporation may have offices at such places within or without
the State of Delaware as the board of directors may from time to time determine
or as the business of the corporation may require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

          1. Place of all meetings. All meetings of stockholders shall be held
at such place or places in or outside the State of Delaware as the board of
directors may from time to time determine or as may be designated in the notice
of meeting or waiver of notice thereof, subject to any provisions of the laws of
Delaware.

          2. Annual meeting of stockholders. The annual meeting of stockholders
shall be held each year on such date, and at such time as shall be fixed by the
board of directors. Written notice of the time and place of the annual meeting
shall be given by mail to each stockholder entitled to vote at least 10 days
prior to the date thereof, unless waived as provided by Article IX of these
Bylaws (as amended, restated, or modified from time to time and then in effect,
these "Bylaws").

          3. Notice of Stockholder Proposals. (a) At an annual meeting of
stockholders, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been brought before the annual meeting (i)
by, or at the direction of, the board of directors or (ii) by any stockholder
who complies with the notice procedures set forth in this Section of the Bylaws.
For a proposal to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary, and such proposal must be a proper matter for stockholder action
under the General Corporation Law of the State of Delaware and a proper matter
for consideration at such meeting under the Certificate of Incorporation of the
Corporation (as amended, restated, or modified from time to time and then in
effect, the "Certificate of Incorporation") and these Bylaws. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the corporation not less than 45 days prior to
the date on which the corporation first mailed its proxy materials for the prior
year's annual meeting of stockholders. A stockholder's
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notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares which are beneficially owned by
the stockholder on the date of such stockholder notice and (iv) any material
interest of the stockholder in such proposal.

          (b) If the presiding officer of the annual meeting determines that a
stockholder proposal was not made in accordance with the terms of this Section,
he shall so declare at the annual meeting and any such proposal shall not be
acted upon at the annual meeting.

          (c) This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the board of directors, but, in connection with such reports, no
business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

          4. Special meetings of stockholders. Special meetings of stockholders
may be called at any time by order of the board of directors or the executive
committee only. Notice of all such meetings of the stockholders, stating the
time, place, and the purposes thereof shall be given by mail as soon as possible
to each stockholder entitled to vote thereat at his address as it appears on the
records of the corporation not less than the minimum nor more than the maximum
number of days prior to the scheduled date thereof permitted under the laws of
Delaware, unless such notice is waived as provided in Article IX of these
Bylaws. Stockholders are not permitted to submit additional matters or proposals
for consideration at any special meeting.

          5. Voting at stockholders' meetings. Except as otherwise provided by
the laws of the State of Delaware or the Certificate of Incorporation or any
amendment thereto, at all meetings of the stockholders, each stockholder shall
be entitled to one vote for each share of Stock registered in his or her name on
the books of the corporation on the record date fixed for the determination of
stockholders entitled to vote at the meeting pursuant to Article VI or, if not
so determined, as prescribed under the laws of Delaware.

          6. Quorum at stockholders' meetings. At any stockholders' meeting, a
majority of the combined voting power of the issued and outstanding shares of
Stock entitled to vote thereat represented in person or by proxy shall
constitute a quorum, except as otherwise provided by the laws of the State of
Delaware or by the Certificate of Incorporation. In the absence of a quorum at
any meeting, or any adjourned session thereof, the stockholders of the
corporation represented in person or by proxy and entitled to vote, by a
majority vote, or, if no stockholders are present, any officer entitled to
preside or act at the meeting, may adjourn any meeting from time to time, and
the meeting may be held as adjourned without further notice. When a quorum is
present at any meeting, a majority in interest of the combined voting power of
the issued and outstanding shares of Stock entitled to vote represented thereat
shall decide any question brought before such meeting unless the question is one
upon which, by express provision of law or of the Certificate of Incorporation
or of these Bylaws, a different vote is required, in which case such express
provision shall govern.


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          7. List of stockholders to be filed, etc. At least 10 days before
every election of directors, a complete list of the stockholders entitled to
vote at the election, arranged in alphabetical order, shall be prepared by the
secretary. Such list shall be open at the place where such election is to be
held for 10 days, subject to examination by any stockholder, and shall be
produced and kept at the time and place of election during the whole time
thereof and subject to the inspection of any stockholder who may be present.
Upon the willful neglect or refusal of the directors to produce such a list at
any election, they shall be ineligible to any office at such election. The
original or duplicate stock ledger shall be the only evidence as to who are the
stockholders entitled to examine such list or the books of this corporation or
to vote in person or by proxy at such election.

                                  ARTICLE III

                               BOARD OF DIRECTORS

          1. Number and qualification. Directors shall be elected at annual
meetings of stockholders, or at special meetings held in lieu thereof in
accordance with the Certificate of Incorporation and these Bylaws.

          2. Powers of directors. The business and affairs of the corporation
shall be carried on by or under the direction of the board of directors, which
shall have all the powers authorized by the laws of Delaware, subject to such
limitations as may be provided by the Certificate of Incorporation or these
Bylaws.

          3. Compensation of directors. The board of directors may from time to
time by resolution authorize the payment of fees or compensation to the
directors for services as such to the corporation, including, but not limited
to, fees and traveling expenses for attendance at all meetings of the board or
of the executive or other committees, and determine the amount of such fees and
compensation. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

          4. Directors' meetings. Meetings of the board of directors may be held
either within or outside the State of Delaware. A quorum shall be at least
one-half of the number of directors, but not less than two directors. Except as
otherwise provided in the laws of the State of Delaware, the Certificate of
Incorporation or these Bylaws, the affirmative vote of a majority of the
directors present at any meeting in which a quorum is present shall be required
for the taking of any action by the board of directors.

          The board of directors elected at any stockholders' meeting shall at
the close of that meeting, without further notice if a quorum of directors be
then present, or as soon thereafter as may be convenient, hold a meeting for the
election of officers and the transaction of any other business. At such meeting
they shall elect a president, one or more vice presidents, a secretary and a
treasurer, and such other officers as they may deem proper, none of whom need be
members of the board of directors.


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          The board of directors may from time to time provide for the holding
of regular meetings with or without notice and may fix the times and places at
which such meetings are to be held. Meetings other than regular meetings may be
called at any time by the president and must be called by the president or by
the secretary or an assistant secretary upon the written request of any
director.

          Notice of each meeting, other than a regular meeting (unless required
by the board of directors), shall be given to each director by mailing the same
to each director at his residence or business address at least two days before
the meeting or by delivering the same to him personally or by telephone or
telegraph to him at least one day before the meeting unless, in case of
exigency, the president or secretary shall prescribe a shorter notice to be
given personally or by telephone, telegraph, telefax, cable or wireless to all
or any one or more of the directors at their respective residences or places of
business.

          Notice of all meetings shall state the time and place of such meeting,
but need not state the purposes thereof unless otherwise required by statute,
the Certificate of Incorporation, the Bylaws, or the board of directors.

          5. Executive committee. The board of directors may by resolution
passed by a majority of the whole board provide for an executive committee of
two or more directors and shall elect the members thereof to serve during the
pleasure of the board and may designate one of such members to act as chairman.
The board may at any time change the membership of the committee, fill vacancies
in it, designate alternate members to replace any absent or disqualified members
at any meeting of the committee, or dissolve it.

          During the intervals between the meetings of the board of directors,
the executive committee shall possess and may exercise any or all of the powers
of the board of directors in the management of the business and affairs of the
corporation to the extent authorized by resolution adopted by a majority of the
entire board of directors, subject to such limitations as may be imposed by the
laws of Delaware.

          The executive committee may determine its rules of procedure and the
notice to be given of its meetings, and it may appoint such committees and
assistants as it shall from time to time deem necessary. A majority of the
members of the committee shall constitute a quorum.

          6. Other committees. The board of directors by resolution may provide
for such other standing or special committees as it deems desirable and may
discontinue the same at its pleasure. Each such committee shall have the powers
and perform such duties, not inconsistent with law, as may be assigned to it by
the board of directors.

          7. Notice of Nominations. At any annual meeting of stockholders, only
persons who are nominated in accordance with the procedures set forth in the
Bylaws shall be eligible to be elected at such meeting as directors. Nominations
of persons for election to the board of directors may be made at a meeting of
stockholders (a) by or at the direction of the board of directors or (b) by any
stockholder who is a stockholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote for the election of
directors at


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the meeting and who complies with the notice procedures set forth in this
Section. Such nominations, other than those made by or at the direction of the
board of directors, shall be made pursuant to timely notice in writing to the
Secretary. To be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the corporation not less than
45 days prior to the date on which the corporation first mailed its proxy
materials for the prior year's annual meeting of stockholders. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
corporation's books, of such stockholder supporting such nomination and (ii) the
class and number of shares which are beneficially owned by such stockholder. At
the request of the board of directors, any person nominated to the board of
directors for election as a director shall furnish to the Secretary that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. Except as otherwise provided in the Certificate
of Incorporation or these Bylaws, no person shall be eligible to serve as a
director unless nominated in accordance with the procedures set forth in this
Bylaw. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed in the Bylaws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section.

          8. Chairman of the Board. The Chairman of the Board (hereinafter
sometimes called the "Chairman") if appointed by the board of directors, when
present shall preside at all meetings of the stockholders, the board of
directors and the Executive Committee. The Chairman shall perform such other
duties as the board of directors or Executive Committee may prescribe from time
to time.

          9. Action without meetings. Any action required or permitted to be
taken at any meeting of the board of directors or any committee thereof may be
taken without a meeting if all members of the board of directors or committee,
as the case may be, consent thereto in writing and the writing is filed with the
minutes of the proceedings of the board of directors or such committee.

                                   ARTICLE IV

                                    OFFICERS

          1. Titles and election. The officers of this corporation shall be a
president, one or more vice presidents, a secretary and a treasurer who shall be
elected at the annual meeting of the board of directors and who shall hold
office at the pleasure of the board, except as


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may otherwise be approved by the board or executive committee, or until his
earlier resignation, removal or other termination of employment. Any person may
hold more than one office if the duties thereof can be consistently performed by
the same person, and to the extent permitted by law.

          The board of directors, in its discretion, may at any time elect or
appoint a chairman of the board of directors, who shall be a director, a
president and one or more vice presidents, assistant secretaries and assistant
treasurers and such other officers or agents as it may deem advisable, all of
whom shall hold office at the pleasure of the board, except as may otherwise be
approved by the board or executive committee, or until his earlier resignation,
removal or other termination of employment, and shall have such authority and
shall perform such duties as may be prescribed or determined from time to time
by the board.

          The board of directors may require any officer, agent or employee to
give bond for the faithful performance of his duties in such form and with such
sureties as the board may require.

          2. Duties. Subject to such extension, limitations, and other
provisions as the board of directors or the Bylaws may from time to time
prescribe, the following officers shall have the following powers and duties:

          (a) President. Unless otherwise determined by the board of directors,
the president shall be the chief executive officer of the corporation. The
president shall exercise the powers and authority and perform all of the duties
commonly incident to his office, shall in the absence of the Chairman preside at
all meetings of the stockholders and of the board of directors if he is a
director, and shall perform such other duties as the board of directors or
executive committee shall specify from time to time. The president or a vice
president, unless some other person is thereunto specifically authorized by the
board of directors or executive committee, shall sign all bonds, debentures,
promissory notes, deeds and contracts of the corporation. The same individual
may be elected or appointed Chairman of the Board and president.

          (b) Vice President. The vice president or vice presidents shall
perform such duties as may be assigned to them by the board of directors and, in
the absence or disability of the president, unless otherwise determined by the
board, the vice presidents in order of seniority shall exercise all powers and
duties pertaining to the office of president.

          (c) Secretary. The secretary shall keep the minutes of all meetings of
stockholders and of the board of directors, give and serve all notices, attend
to such correspondence as may be assigned to him, keep in safe custody the seal
of the corporation, and affix such seal to all such instruments properly
executed as may require it, and shall have such other duties and powers as the
board of directors shall prescribe from time to time.

          (d) Treasurer. The treasurer, subject to the order of the board of
directors, shall have the care and custody of the moneys, funds, valuable papers
and documents of the corporation (other than his own bond, if any, which shall
be in the custody of the president), and shall have and exercise, under the
supervision of the board of directors, all the powers and duties


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commonly incident to his office. He shall deposit all funds of the corporation
in such bank or banks, trust company or trust companies, or with such firm or
firms doing a banking business as the board of directors shall designate. He may
endorse for deposit or collection all checks, notes, etc. payable to the
corporation or to its order. He shall keep accurate books of account of the
corporation's transactions, which shall be the property of the corporation, and,
together with all its property in his possession, shall be subject at all times
to the inspection and control of the board of directors. The treasurer shall be
subject in every way to the order of the board of directors, and shall render to
the board of directors and/or the president of the corporation, whenever they
may require it, an account of all his transactions and of the financial
condition of the corporation.

          3. Delegation of authority. The board of directors or the Executive
Committee may at any time delegate the powers and duties of any officer for the
time being to any other officer, director or employee.

          4. Salaries. The compensation of the Chairman of the Board, the
president, all vice presidents, the secretary and the treasurer shall be fixed
by the board of directors or the executive committee, and the fact that any
officer is a director shall not preclude him from receiving compensation or from
voting upon the resolution providing the same.

                                    ARTICLE V

                      RESIGNATIONS, REMOVALS AND VACANCIES

          1. Resignations. Any director, officer, or agent may resign at any
time by giving written notice thereof to the board of directors, the president,
or the secretary. Any 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 any resignation shall not be
necessary to make it effective.

          2. Removals. (a) Directors. Directors may be removed from office only
as provided for in the Certificate of Incorporation.

          (b) Officers. Subject to the provisions of any validly existing
agreement, the board of directors may at any meeting remove from office any
officer, with or without cause, and may elect or appoint a successor; provided
that if action is to be taken to remove the president, the notice of meeting or
waiver of notice thereof shall state that one of the purposes thereof is to
consider and take action on his removal.

          3. Vacancies. (a) Directors. Vacancies on the board shall be handled
in the manner provided for in the Certificate of Incorporation. The directors
may reduce their authorized number by the number of vacancies in the board,
provided such reduction does not reduce the board to less than the minimum
authorized by the Certificate of Incorporation, these Bylaws or the laws of the
State of Delaware.


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          (b) Officers. The board of directors may at any time or from time to
time fill any vacancy among the officers of the corporation.

                                   ARTICLE VI

                                  CAPITA1 STOCK

          1. Certificates of stock. Every stockholder shall be entitled to a
certificate or certificates for shares of the capital stock of the corporation
in such form as may be prescribed by the board of directors, duly numbered and
setting forth the number and kind of shares represented thereby. Such
certificates shall be signed by the Chairman, the president or a vice president
and by the treasurer or an assistant treasurer or by the secretary or an
assistant secretary. Any of such signatures and the corporate seal affixed to
any stock certificate may be in facsimile.

          In case any officer who has signed, or whose facsimile signature has
been used on a certificate, has ceased to be an officer before the certificate
has been delivered, such certificate may nevertheless be adopted and issued and
delivered by the corporation, or its transfer agent, as though the officer who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer of
the corporation.

          2. Transfer of stock. Shares of the capital stock of the corporation
shall be transferable only upon the books of the corporation by the holder in
person or by an attorney duly authorized and upon the surrender of the
certificate or certificates properly assigned and endorsed. If the corporation
has a transfer agent or agents or a transfer clerk and a registrar of transfers
acting on its behalf, the signature of any officer or representative thereof may
be in facsimile.

          The board of directors may appoint a transfer agent and one or more
co-transfer agents and a registrar of transfer and may make all such rules and
regulations as it deems expedient concerning the issue, transfer and
registration of shares of stock. The transfer books shall be closed for such a
period as the board shall direct previous to and on the day of the annual or any
special meeting of the stockholders and may also be closed by the board for such
period as may be advisable for dividend purposes, and during such time no stock
shall be transferable.

          3. Record dates. (a) 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 in advance a record date
which, in the case of a meeting, shall be not less than the minimum nor more
than the maximum number of days prior to the scheduled date of such meeting
permitted under the laws of Delaware and which, in the case of any other action,
shall be not more than the maximum number of days prior to any such action
permitted by the laws of Delaware.


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          (b) If no such record date is fixed by the board, the record date
shall be that prescribed by the laws of Delaware.

          (c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

          4. Lost certificates. In case of loss or mutilation or destruction of
a certificate of stock of this corporation, a duplicate certificate may be
issued upon such terms as may be determined or authorized by the board of
directors or executive committee or by the president if the board or the
executive committee does not do so.

                                   ARTICLE VII

                    FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

          1. Fiscal Year. The fiscal year of the corporation shall commence or
end at such time as the board of directors may designate.

          2. Bank deposits, checks, etc. The funds of the corporation shall be
deposited in the name of the corporation or of any division thereof in such
banks or trust companies in the United States or elsewhere as may be designated
from time to time by the board of directors or executive committee, or by such
officer or officers as the board or executive committee may authorize to make
such designations.

          All checks, drafts or other orders for the withdrawal of funds from
any bank account shall be signed by such person or persons as may be designated
from time to time by the board of directors or executive committee or as may be
designated by an officer or officers authorized by the board of directors or
executive committee to make such designations. The signatures on checks, drafts
or other orders for the withdrawal of funds may be in facsimile if authorized in
the designation.

                                  ARTICLE VIII

                                BOOKS AND RECORDS

          1. Place of keeping books. Unless otherwise expressly required by the
laws of Delaware, the books and records of this corporation may be kept outside
of the State of Delaware at such place or places as may be designated from time
to time by the board of directors.

          2. Examination of books. Except as otherwise provided in the
Certificate of Incorporation or in these Bylaws, the board of directors shall
have power to determine from time to time whether and to what extent and at what
times and places and under what conditions and regulations the accounts, records
and books of this corporation, or any of them, shall be open to the inspection
of the stockholders, and no stockholder shall have any right to inspect any
account


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or book or document of this corporation except as prescribed by statute or
authorized by express resolution of the stockholders or of the board of
directors.

                                   ARTICLE IX

                                     NOTICES

          1. Requirements of notice. Whenever notice is required to be given by
statute or by these Bylaws, it shall not mean personal notice unless so
specified, but such notice may be given in writing by depositing the same in a
post office or letter box, postpaid and addressed to the person to whom such
notice is directed at the address of such person on the records of the
corporation, and such notice shall be deemed given at the time when the same
shall be thus mailed.

          2. Waivers. Any stockholder, director or officer may, in writing or by
telegram or cable, at any time waive any notice or other formality required by
statute or these Bylaws. Such waiver of notice, whether given before or after
any meeting, shall be deemed equivalent to notice. Presence of a stockholder
either in person or by proxy at any stockholders' meeting and presence of any
director at any meeting of the board of directors shall constitute a waiver of
such notice as may be required by any statute or these Bylaws.

                                    ARTICLE X

                                      SEAL

          The corporate seal of the corporation shall consist of two concentric
circles between which shall be the name of the corporation and in the center of
which shall be inscribed "Corporate Seal, Delaware."

                                   ARTICLE XI

                               POWERS OF ATTORNEY

          The board of directors may authorize one or more of the officers of
the corporation to execute powers of attorney delegating to named
representatives or agents power to represent or act on behalf of the
corporation, with or without power of substitution.

          In the absence of any action by the board or the executive committee,
the president, any vice president, the secretary or the treasurer of the
corporation may execute for and on behalf of the corporation waivers of notice
of stockholders' meetings and proxies for such meetings in any company in which
the corporation may hold voting securities.


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                                   ARTICLE XII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          (a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in paragraph (b) hereof with respect to proceedings seeking to
enforce rights to indemnification, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.

          (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the corporation within 60 days after a
written claim has been received by the corporation, except in the case of a
claim for expenses incurred in defending a proceeding in advance of its final
disposition, in which case the applicable period shall be 20 days, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been


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tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation.

          (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

          (d) Insurance. The corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
corporation, or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

          (e) Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article XII shall not adversely affect any right of a
director, officer, employee or agent of the corporation in respect of any act or
omission occurring prior to the time of such repeal or modification.

                                  ARTICLE XIII

                                   AMENDMENTS

          Subject to the provisions of the Certificate of Incorporation, the
Bylaws may be altered, amended or repealed either by the affirmative vote of a
majority of the board of directors at any regular or special meeting of the
board of directors, or by the affirmative vote of the holders of record of at
least 66-2/3% of the voting power of the outstanding shares of capital stock of
the corporation entitled to vote at an annual meeting or at any special meeting
at which a quorum shall be present, provided that in each case notice of the
proposed change was given in the notice of the meeting of the board or the
stockholders, or the form of consent thereof, as the case may be.


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