NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>efc2-0422_1187952ex103.txt
<TEXT>
                                                                  Exhibit 10.3


                    NATIONAL CITY VEHICLE RECEIVABLEs INC.
                                    BY-LAWS


                                   ARTICLE I

                                 STOCKHOLDERS

         Section 1. Annual Meeting.

         An annual meeting of the stockholders, for the election of directors
to succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at such place,
on such date, and at such time as the Board of Directors shall each year fix,
which date shall be within thirteen (13) months subsequent to the later of the
date of incorporation or the last annual meeting of stockholders.

         Section 2. Special Meetings.

         Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors or the chief executive officer and shall be held at such place, on
such date, and at such time as they or he or she shall fix.

         Section 3. Notice of Meetings.

         Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time
by the Delaware General Corporation Law or the Certificate of Incorporation of
the Corporation, as amended).

         When a meeting is adjourned to another place, date, or time, written
notice need not be given of the adjourned meeting if the place, date, and time
thereof are announced at the meeting at

<PAGE>

which the adjournment is taken; provided, however, that if the date of
any adjourned meeting is more than thirty (30) days after the date for which
the meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at
the original meeting.

         Section 4. Quorum.

         At any meeting of the stockholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in person
or by proxy, shall constitute a quorum for all purposes, unless or except to
the extent that the presence of a larger number may be required by law. Where
a separate vote by a class or classes is required, a majority of the shares of
such class or classes present in person or represented by proxy shall
constitute a quorum entitled to take action with respect to that vote on that
matter.

         If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.

         If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held
with those present constituting a quorum, then except as otherwise required by
law, those present at such adjourned meeting shall constitute a quorum, and
all matters shall be determined by a majority of the votes cast at such
meeting.

         Section 5. Organization.

         Such person as the Board of Directors may have designated and/or, in
the absence of such a person, the chief executive officer of the Corporation
or, in his or her absence, such person as may be chosen by the holders of a
majority of the shares entitled to vote who are present, in person or by



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<PAGE>

proxy, shall call to order any meeting of the stockholders and act as chairman
of the meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman appoints.

         Section 6. Conduct of Business.

         The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.

         Section 7. Proxies and Voting.

         At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing
filed in accordance with the procedure established for the meeting.

         Each stockholder shall have one (1) vote for every share of stock
entitled to vote which is registered in his or her name on the record date for
the meeting, except as otherwise provided herein or required by law.

         All voting, including on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however,
that upon demand therefore by a stockholder entitled to vote or by his or her
proxy, a stock vote shall be taken. Every stock vote shall be taken by
ballots, each of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure established
for the meeting. Every vote taken by ballots shall be counted by an inspector
or inspectors appointed by the chairman of the meeting.

         All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law, all other matters shall be determined
by a majority of the votes cast.



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<PAGE>

         Section 8. Stock List.

         A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.

         The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.

         Section 9. Consent of Stockholders in Lieu of Meeting.

         Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any
annual or special 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 the 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 shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office shall be made by hand or
by certified or registered mail, return receipt requested.



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<PAGE>

         Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days
of the date the earliest dated consent is delivered to the Corporation, a
written consent or consents signed by a sufficient number of holders to take
action are delivered to the Corporation in the manner prescribed in the first
paragraph of this Section.

                                  ARTICLE II

                              BOARD OF DIRECTORS

         Section 1. Number and Term of Office.

         The number of directors who shall constitute the whole Board shall be
such number as the Board of Directors shall from time to time have designated
(in accordance with the Certificate of Incorporation of the Corporation, as
amended), except that in the absence of any such designation, such number
shall be five (5). Each director shall be elected for a term of one year and
until his or her successor is elected and qualified, except as otherwise
provided herein or required by law.

         Whenever the authorized number of directors is increased between
annual meetings of the stockholders, a majority of the directors then in
office shall have the power to elect such new directors for the balance of a
term and until their successors are elected and qualified. Any decrease in the
authorized number of directors shall not become effective until the expiration
of the term of the directors then in office unless, at the time of such
decrease, there shall be vacancies on the board which are being eliminated by
the decrease.

         Section 2. Vacancies.



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<PAGE>

         If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his or her successor is elected and
qualified.

         Section 3. Regular Meetings.

         Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times as shall
have been established by the Board of Directors and publicized among all
directors. A notice of each regular meeting shall not be required.

         Section 4. Special Meetings.

         Special meetings of the Board of Directors may be called by one-third
(1/3) of the directors then in office (rounded up to the nearest whole number)
or by the chief executive officer and shall be held at such place, on such
date, and at such time as they or he or she shall fix. Notice of the place,
date, and time of each such special meeting shall be given each director by
whom it is not waived by mailing written notice not less than five (5) days
before the meeting or by telegraphing or telexing or by facsimile transmission
of the same not less than twenty-four (24) hours before the meeting. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

         Section 5. Quorum.

         At any meeting of the Board of Directors, a majority of the total
number of the whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date, or time, without further notice or
waiver thereof.

         Section 6. Participation in Meetings By Conference Telephone.



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<PAGE>

         Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or 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 7. Conduct of Business.

         At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to time
determine, and all matters shall be determined by the vote of a majority of
the directors present, except as otherwise provided herein or required by law.
Action may be taken by the Board of Directors without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board of Directors.

         Section 8. Powers.

         The Board of Directors may, except as otherwise required by law or
the Certificate of Incorporation of the Corporation, as amended, exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, including, without limiting the generality of the foregoing, the
unqualified power:

         (1)  To declare dividends from time to time in accordance with law;

         (2)  To purchase or otherwise acquire any property, rights or
              privileges on such terms as it shall determine;

         (3)  To authorize the creation, making and issuance, in such form as
              it may determine, of written obligations of every kind,
              negotiable or non-negotiable, secured or unsecured, and to do
              all things necessary in connection therewith;



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<PAGE>

         (4)  To remove any officer of the Corporation with or without cause,
              and from time to time to confer the powers and duties of any
              officer upon any other person for the time being;

         (5)  To confer upon any officer of the Corporation the power to
              appoint, remove and suspend subordinate officers, employees and
              agents;

         (6)  To adopt from time to time such stock, option, stock purchase,
              bonus or other compensation plans for directors, officers,
              employees and agents of the Corporation and its subsidiaries as
              it may determine;

         (7)  To adopt from time to time such insurance, retirement, and other
              benefit plans for directors, officers, employees and agents of
              the Corporation and its subsidiaries as it may determine; and,

         (8)  To adopt from time to time regulations, not inconsistent with
              these By-laws, for the management of the Corporation's business
              and affairs.

         Section 9. Consent of Directors in Lieu of Meeting.

         Any action required to be taken at any regular or special meeting of
the Board of Directors, or any action which may be taken at any regular or
special meeting of the Board of Directors, 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 the Board of Directors
in number not less than the minimum number that would be necessary to
authorize or take such action at a meeting of the Board of Directors.


                                  ARTICLE III

                                  COMMITTEES



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<PAGE>

         Section 1. Committees of the Board of Directors.

         The Board of Directors, by a vote of a majority of the whole Board,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating,
if it desires, other directors as alternate members who may replace any absent
or disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law if the resolution which designates the committee or a
supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at
the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.

         Section 2. Conduct of Business.

         Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third (1/3) of the members shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event, one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee



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<PAGE>

without a meeting if all members thereof consent thereto in writing, and
the writing or writings are filed with the minutes of the proceedings of such
committee.

                                  ARTICLE IV

                                   OFFICERS

         Section 1. Officers.

         The officers of the Corporation shall be elected by the Board of
Directors, and shall include a President, a Secretary, a Treasurer, and such
other officers, employees and agents as appointed, from time to time, in
accordance with these By-laws. Additionally, the President shall have the
power to appoint such Vice Presidents and other officers equivalent or junior
thereto as the President may deem appropriate.

         Section 2. Term.

         Each officer of the Corporation shall serve at the pleasure of the
Board of Directors, and the Board may remove any officer at any time with or
without cause. Any officer, if appointed by the President of the Corporation,
may likewise be removed by the President of the Corporation.

         Section 3. Authority and Duties.

         All officers and agents of the Corporation shall have such authority
and perform such duties in the management of the property and affairs of the
Corporation as generally pertain to their respective offices, as well as such
authority and duties as may be determined by the Board of Directors.

         Section 4. Execution of Instruments.

         Checks, notes, drafts, other commercial instruments, assignments,
guarantees of signatures, and contracts (except as otherwise provided herein
or by law) shall be executed by the President,



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<PAGE>

any Vice President, the Secretary, the Treasurer, or such officers or
employees or agents as the Board of Directors or any of such designated
officers may direct.

         Section 5. Compensation.

         The Board of Directors shall have power to fix, or to delegate the
power to fix, the compensation for services in any capacity of all officers,
employees or agents of the Corporation. The Board of Directors shall have the
authority to establish, within legal limits, such pension, retirement, stock
purchase and stock option plans, and such other fringe benefit plans for the
benefit of officers, employees, or agents as it deems to be in the best
interest of the Corporation.

         Section 6. Action with Respect to Securities of Other Corporations.

         Unless otherwise directed by the Board of Directors, the President,
any Vice President, the Secretary, the Treasurer or any officer of the
Corporation authorized by such officers shall have power to vote and otherwise
act on behalf of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

                                   ARTICLE V

                                     STOCK

         Section 1. Certificates of Stock.

         Each stockholder shall be entitled to a certificate signed by, or in
the name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him or her. Any or all of
the signatures on the certificate may be by facsimile.



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<PAGE>

         Section 2. Transfers of Stock.

         Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these
By-laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

         Section 3. Record Date.

         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders, or to receive payment
of any dividend or other distribution or allotment of any rights or 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 on which the
resolution fixing the record date is adopted and which record date shall not
be more than sixty (60) nor less than ten (10) days before the date of any
meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice 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, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion, or exchange of stock or for any other purpose, the record date
shall be at the close of business on the day on which the Board of Directors
adopts a resolution relating thereto.



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<PAGE>

         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.

         In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which 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 be not more than ten (10) days after the date upon
which the resolution fixing the record date is adopted. If no record date has
been fixed by the Board of Directors and no prior action by the Board of
Directors is required by the Delaware General Corporation Law, the record date
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation in the
manner prescribed by Article I, Section 9 hereof. If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors is
required by the Delaware General Corporation Law with respect to the proposed
action by written consent of the stockholders, the record date for determining
stockholders entitled to consent to corporate action in writing shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

         Section 4. Lost, Stolen, or Destroyed Certificates.

         In the event of the loss, theft, or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft, or
destruction and concerning the giving of a satisfactory bond or bonds or
indemnity.

         Section 5. Regulations.



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<PAGE>

         The issue, transfer, conversion, and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors
may establish.

                                  ARTICLE VI

                                    NOTICES

         Section 1. Notices.

         Except as otherwise specifically provided herein or required by law,
all notices required to be given to any stockholder, director, officer,
employee, or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing
such notice in the mails, postage paid, or by sending such notice by prepaid
telegram or mailgram. Any such notice shall be addressed to such stockholder,
director, officer, employee, or agent at his or her last known address as the
same appears on the books of the Corporation. The time when such notice is
received, if hand-delivered, or dispatched, if delivered through the mails or
by telegram or mailgram, shall be the time of the giving of the notice.

         Section 2. Waivers.

         A written waiver of any notice, signed by a stockholder, director,
officer, employee, or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, director, officer, employee, or agent.
Neither the business nor the purpose of any meeting need be specified in such
a waiver.

                                  ARTICLE VII

                                 MISCELLANEOUS

         Section 1. Facsimile Signatures.



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<PAGE>

         In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these By-laws, facsimile signatures of
any officer or officers of the Corporation may be used whenever and as
authorized by the Board of Directors or a committee thereof.

         Section 2. Corporate Seal.

         The Board of Directors may provide a suitable seal, containing the
name of the Corporation, which seal shall be in the charge of the Secretary.
If and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an
Assistant Secretary or Assistant Treasurer.

         Section 3. Reliance upon Books, Reports, and Records.

         Each director, each member of any committee designated by the Board
of Directors, and each officer of the Corporation shall, in the performance of
his or her duties, be fully protected in relying in good faith upon the books
of account or other records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of its
officers or employees, or committees of the Board of Directors so designated,
or by any other person as to matters which such director or committee member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Corporation.

         Section 4. Fiscal Year.

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

         Section 5. Time Periods.

         In applying any provision of these By-laws which requires that an act
be done or not be done a specified number of days prior to an event or that an
act be done during a period of a



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<PAGE>

specified number of days prior to an event, calendar days shall be used,
the day of the doing of the act shall be excluded, and the day of the event
shall be included.

         Section 6. Conflict.

         If there shall arise a conflict between these By-laws and the
Certificate of Incorporation (and any amendments thereto), the Certificate of
Incorporation (and any amendments thereto) shall govern.

                                 ARTICLE VIII

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 1. Right to Indemnification.

         Each person who was or is made a party or is threatened to be made a
party to or is otherwise 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 is or was a director or an
officer 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 an employee benefit plan (hereinafter an
"indemnitee"), 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 such law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines,



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<PAGE>

ERISA excise taxes, or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section 3 of this Article VIII
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.

         Section 2. Right to Advancement of Expenses.

         The right to indemnification conferred in Section 1 of this Article
VIII shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee 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 indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this Article VIII
shall be contract rights and such rights shall continue as to an indemnitee
who has ceased to be a director, officer, employee, or agent and shall inure
to the benefit of the indemnitee's heirs, executors, and administrators.

         Section 3. Right of Indemnitee to Bring Suit.



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<PAGE>

         If a claim under Section 1 or 2 of this Article VIII is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be twenty (20) days,
the indemnitee may at any time thereafter bring suit against the Corporation
to recover the unpaid amount of the claim. If successful in whole or in part
in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not



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<PAGE>

entitled to be indemnified, or to such advancement of expenses, under
this Article VIII or otherwise shall be on the Corporation.

         Section 4. Non-Exclusivity of Rights.

         The rights to indemnification and to the advancement of expenses
conferred in this Article VIII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, By-laws, agreement, vote of stockholders, or
disinterested directors or otherwise.

         Section 5. 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.

         Section 6. Indemnification of Employees and Agents of the
                    Corporation.

         The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

                                  ARTICLE IX

                                  AMENDMENTS

         These By-laws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.



                                      19

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