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                                                                   EXHIBIT 4.21


                                    ARTICLE V
                               OFFICERS AND AGENTS

         Section 1. Categories of Officers and Agents. The elected officers of
the Corporation shall consist of a Chairman of the Board, a Vice Chairman of the
Board, a Chief Executive Officer, a President, a Chief Operating Officer, and
one or more Executive Vice Presidents (each an "Officer" and two or more
"Officers"). In addition, the Board of Directors may from time to time elect,
and the Chairman of the Board, the Vice Chairman of the Board, the Chief
Executive Officer, the President or any of them may appoint, one or more Vice
Presidents, a Chief Financial Officer, a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
nonexecutive officers, assistant officers, agents and employees (each an "Agent"
and two or more "Agents"; when the terms "officer" or "officers" without initial
capitalization is used in these Bylaws, then such terms refer to both an Officer
and an Agent unless otherwise specified or the context otherwise requires) as
the Board of Directors may from time to time deem necessary may be elected by
the Board of Directors or appointed by the Chairman of the Board, the Vice
Chairman of the Board or the Chief Executive Officer. The Chairman of the Board
and the Vice Chairman of the Board shall be chosen from among the Directors. Two
or more offices may be held by the same person, except that a person may not
concurrently serve as the President and an Executive Vice President. Each
Officer shall have such powers and duties as generally pertain to his or her
office or offices, subject to the specific provisions of this Article V; such
Officers also shall have such powers and duties as from time to time may be
conferred by the Board of Directors or by any committee thereof authorized to do
so. Each Agent shall have only such powers and duties as are prescribed to such
Agent by the Board of Directors, any committee thereof authorized to confer
powers and duties upon such Agent, any executive officer authorized to appoint
such Agent or as specifically set forth in Article V of these Bylaws. Only
Officers shall be considered "officers" of the Corporation under the provisions
of Section 142 of the Delaware General Corporation Law; Agents shall not be
considered officers but instead shall be considered non-officerial agents of the
Corporation under the provisions of Section 142 of the Delaware General
Corporation Law.

         Section 2. Election and Term of Office. The elected Officers of the
Corporation shall be, and the elected Agents of the Corporation may be, elected
annually by the Board of Directors at the regular meeting of the Board of
Directors held after each annual meeting of the stockholders. If the election of
Officers shall not be held at such meeting, such election shall be held as soon
thereafter as is convenient. Each Officer and each Agent shall hold office until
his or her successor shall have been duly elected and shall have qualified, or
until his or her death or until he or she shall resign or be removed from
office.

         Section 3. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors. The
Chairman of the Board shall be responsible for general management of the affairs
of the Corporation and shall perform all duties incidental to the office which
may be required by law, and all such other duties as may properly be required by
the Board of Directors. Except where by law the signature of the Chief Executive
Officer or the President is required, the Chairman of the Board shall possess
the same power as the Chief Executive Officer and the President to sign all
certificates, contracts, and other instruments of the Corporation which may be
authorized by the Board of Directors. The Chairman of the Board shall make such



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reports to the Board of Directors and the stockholders as are properly required
by the Board of Directors. The Chairman of the Board shall see that all orders
and resolutions of the Board of Directors and of any committee thereof are
carried into effect.

         Section 4. Vice Chairman of the Board. The Vice Chairman of the Board
shall, in the absence of the Chairman, preside at all meetings of the
stockholders and of the Board of Directors. The Vice Chairman of the Board
shall, together with the Chairman of the Board and the Chief Executive Officer,
act in a general executive capacity and shall have such powers and duties as set
forth in these Bylaws or as from time to time may be established by the Board of
Directors.

         Section 5. Chief Executive Officer. The Chief Executive Officer shall
act in a general executive capacity and shall assist the Chairman of the Board
in the administration and operation of the Corporation's business and general
supervision of its policies and affairs. The Chief Executive Officer may, in the
absence of or because of the inability to act of the Chairman of the Board,
perform all duties of the Chairman of the Board and, in the absence of or
because of the inability to act of the Chairman of the Board and the Vice
Chairman of the Board, preside at all meetings of stockholders and of the Board
of Directors. The Chief Executive Officer may sign, alone or with the Secretary
or any assistant secretary or any other officer of the Corporation properly
authorized by the Board of Directors, certificates, contracts and other
instruments of the Corporation as authorized by the Board of Directors.

         Section 6. President/ Chief Operating Officer. The President shall be
the chief operating officer of the Corporation (unless a separate Chief
Operating Officer shall have been elected or appointed, in which case such Chief
Operating Officer shall have the duties of a chief operating officer, as well as
such powers and duties as from time to time may be conferred by the Board of
Directors or by any committee authorized to do so), shall act in a general
executive capacity and shall assist the Chairman of the Board and the Chief
Executive Officer in the administration and operation of the Corporation's
business and general supervision of its policies and affairs. The President may,
in the absence of or because of the inability to act of the Chairman of the
Board and the Chief Executive Officer, perform all duties of the Chairman of the
Board and, in the absence of or because of the inability to act of the Chairman
of the Board, the Vice Chairman of the Board and the Chief Executive Officer,
preside at all meetings of stockholders and of the Board of Directors. The
President and the Chief Operating Officer may sign, alone or with the Secretary
or any assistant secretary or any other officer of the Corporation properly
authorized by the Board of Directors, certificates, contracts and other
instruments of the Corporation as authorized by the Board of Directors.

         Section 7. Executive Vice Presidents. The Executive Vice President or
Executive Vice Presidents, if any, shall perform the duties of the Chief
Executive Officer and the President in the absence or disability of both the
Chief Executive Officer and the President, and shall have such powers and
perform such other duties as the Board of Directors or the Chairman of the Board
from time to time may prescribe.

         Section 7A. Vice Presidents. The Vice President or Vice Presidents, if
any, shall have only such powers and duties as are prescribed to such Vice
President or Vice Presidents by the Board of Directors, any committee thereof
authorized to confer powers and duties upon such Vice President or Vice
Presidents, or any executive officer authorized to appoint such Vice President
or Vice Presidents.



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         Section 8. Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices
required by law, by the Certificate of Incorporation or by these Bylaws, and in
case of his or her absence or refusal or neglect so to do, any such notice may
be given by any person thereunto directed by the Chairman of the Board, the Vice
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, or the Board of Directors, upon whose request the meeting is
called, as provided in these Bylaws. The Secretary shall record all the
proceedings of the meetings of the Board of Directors, any committees thereof
and the stockholders of the Corporation in a book or books to be kept for that
purpose, and shall perform such other duties and have such other powers as from
time to time may be prescribed by the Board of Directors, any committee thereof
authorized to confer powers and duties upon the Secretary, or any executive
officer authorized to appoint Secretary. The Secretary shall have custody of the
seal, if any, of the Corporation and shall affix the same to all instruments
requiring it, when authorized by the Board of Directors, the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President or the Chief Operating Officer, and shall attest to the same.

         Section 9. Treasurer. The Treasurer shall have custody of all
Corporation funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. The Treasurer
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation in such
manner as may be ordered by the Board of Directors, the Chairman of the Board,
the Vice Chairman of the Board, the Chief Executive Officer, the President or
the Chief Operating Officer, taking proper vouchers for such disbursements. The
Treasurer shall render to the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
and the Board of Directors, whenever requested, an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond for the faithful discharge of his or her other duties in such amount and
with such surety as the Board of Directors shall prescribe. The Treasurer also
shall perform such duties and have such powers as the Board of Directors from
time to time may prescribe.

         Section 10. Removal. Any Officer or Agent elected by the Board of
Directors or appointed in the manner prescribed hereby may be removed by a
majority of the members of the Whole Board whenever, in their judgment, the best
interests of the Corporation would be served thereby. No elected or appointed
Officer or Agent shall have any contractual rights against the Corporation for
compensation by virtue of such election or appointment beyond the date of the
election or appointment of his or her successor, his or her death, resignation
or removal, whichever event shall first occur, except as otherwise provided in
an employment or similar contract or under an employee deferred compensation
plan.

         Section 11. Salaries. The Board of Directors shall fix the salaries of
the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer, the President and the Chief Operating Officer of the Corporation, or
may delegate the authority to do so to a duly constituted committee of the Board
of Directors. The salaries of other Officers, Agents and employees of the
Corporation may be fixed by the Board of Directors, by a committee of the Board,
by the Chairman of the Board or by another officer or committee to whom that
function has been delegated by the 




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Board of Directors or the Chairman of the Board.

         Section 12. Vacancies. Any newly created office or vacancy in any
office because of death, resignation or removal shall be filled by the Board of
Directors, any committee thereof authorized to appoint an officer to fill that
office, or any executive officer authorized to appoint an officer to fill that
office, or, in the case of an office not specifically provided for in Section 1
hereof, by or in the manner prescribed by the Board of Directors. The officer so
selected shall hold office until his or her successor is duly selected and shall
have qualified, unless he or she sooner resigns or is removed from office in the
manner provided in these Bylaws.

         Section 13. Resignations. Any director, Officer or Agent, whether
elected or appointed, may resign at any time by serving written notice of such
resignation on the Chairman of the Board, the Vice Chairman of the Board, the
Chief Executive Officer, the President or the Secretary, and such resignation
shall be deemed to be effective as of the close of business on the date said
notice is received by the Chairman of the Board, the Vice Chairman of the Board,
the Chief Executive Officer, the President or the Secretary. No action shall be
required of the Board of Directors or the stockholders to make any such
resignation effective.