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                                                                       Exhibit 5

            ARTICLE VII of Shorewood's By-laws, as amended to date:

                                 Indemnification

                  The Corporation shall indemnify any director or officer of the
Corporation or a subsidiary, or any person serving at the request of the
Corporation or a subsidiary as a director, officer or member of another
corporation, partnership, joint venture, trust, committee or other enterprise or
any person who is or was an employee or agent of the Corporation or a
subsidiary, as deemed advisable by the Board of Directors, to the full extent
permitted by Delaware law or any other applicable law.

                  The indemnification and advancement of expenses permitted by
law 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.