EXHIBIT (f): Chapter 44 of the Indiana Business Corporation Law


IC 23-1-44
   Chapter 44. Dissenters' Rights

IC 23-1-44-1
   Sec. 1. As used in this chapter, "corporation" means the issuer of the shares
held by a dissenter before the corporate action, or the surviving or acquiring
corporation by merger or share exchange of that issuer.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-2
   Sec. 2. As used in this chapter, "dissenter" means a shareholder who is
entitled to dissent from corporate action under section 8 of this chapter and
who exercises that right when and in the manner required by sections 10 through
18 of this chapter.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-3
   Sec. 3. As used in this chapter, "fair value", with respect to a dissenter's
shares, means the value of the shares immediately before the effectuation of the
corporate action to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion would be
inequitable.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-4
   Sec. 4. As used in this chapter, "interest" means interest from the effective
date of the corporate action until the date of payment, at the average rate
currently paid by the corporation on its principal bank loans or, if none, at a
rate that is fair and equitable under all the circumstances.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-5
   Sec. 5. As used in this chapter, "record shareholder" means the person in
whose name shares are registered in the records of a corporation or the
beneficial owner of shares to the extent that treatment as a record shareholder
is provided under a recognition procedure or a disclosure procedure established
under IC 23-1-30-4.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-6
   Sec. 6. As used in this chapter, "beneficial shareholder" means the person
who is a beneficial owner of shares held by a nominee as the record shareholder.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-7
   Sec. 7. As used in this chapter, "shareholder" means the record shareholder
or the beneficial shareholder.
As added by P.L.149-1986, SEC.28.






IC 23-1-44-8
   Sec. 8. (a) A shareholder is entitled to dissent from, and obtain payment of
the fair value of the shareholder's shares in the event of, any of the following
corporate actions:
     (1) Consummation of a plan of merger to which the corporation is a party
     if:
         (A) shareholder approval is required for the merger by IC 23-1-40-3 or
         the articles of incorporation; and
         (B) the shareholder is entitled to vote on the merger.
     (2) Consummation of a plan of share exchange to which the corporation is a
     party as the corporation whose shares will be acquired, if the shareholder
     is entitled to vote on the plan.
     (3) Consummation of a sale or exchange of all, or substantially all, of the
     property of the corporation other than in the usual and regular course of
     business, if the shareholder is entitled to vote on the sale or exchange,
     including a sale in dissolution, but not including a sale pursuant to court
     order or a sale for cash pursuant to a plan by which all or substantially
     all of the net proceeds of the sale will be distributed to the shareholders
     within one (1) year after the date of sale.
     (4) The approval of a control share acquisition under IC 23-1-42.
     (5) Any corporate action taken pursuant to a shareholder vote to the extent
     the articles of incorporation, bylaws, or a resolution of the board of
     directors provides that voting or nonvoting shareholders are entitled to
     dissent and obtain payment for their shares.
   (b) This section does not apply to the holders of shares of any class or
series if, on the date fixed to determine the shareholders entitled to receive
notice of and vote at the meeting of shareholders at which the merger, plan of
share exchange, or sale or exchange of property is to be acted on, the shares of
that class or series were:
     (1) registered on a United States securities exchange registered under the
     Exchange Act (as defined in IC 23-1-43-9); or
     (2) traded on the National Association of Securities Dealers, Inc.
     Automated Quotations System Over-the-Counter Markets -- National Market
     Issues or a similar market.
   (c) A shareholder:
     (1) who is entitled to dissent and obtain payment for the shareholder's
     shares under this chapter; or
     (2) who would be so entitled to dissent and obtain payment but for the
     provisions of subsection (b);
may not challenge the corporate action creating (or that, but for the provisions
of subsection (b), would have created) the shareholder's entitlement.
As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.19.

IC 23-1-44-9
   Sec. 9. (a) A record shareholder may assert dissenters' rights as to fewer
than all the shares registered in the shareholder's name only if the shareholder
dissents with respect to all shares beneficially owned by






any one (1) person and notifies the corporation in writing of the name and
address of each person on whose behalf the shareholder asserts dissenters'
rights. The rights of a partial dissenter under this subsection are determined
as if the shares as to which the shareholder dissents and the shareholder's
other shares were registered in the names of different shareholders.
   (b) A beneficial shareholder may assert dissenters' rights as to shares held
on the shareholder's behalf only if:
     (1) the beneficial shareholder submits to the corporation the record
     shareholder's written consent to the dissent not later than the time the
     beneficial shareholder asserts dissenters' rights; and
     (2) the beneficial shareholder does so with respect to all the beneficial
     shareholder's shares or those shares over which the beneficial shareholder
     has power to direct the vote.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-10
   Sec. 10. (a) If proposed corporate action creating dissenters' rights under
section 8 of this chapter is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled to assert
dissenters' rights under this chapter.
   (b) If corporate action creating dissenters' rights under section 8 of this
chapter is taken without a vote of shareholders, the corporation shall notify in
writing all shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenters' notice described in section 12 of this
chapter.
As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.20.

IC 23-1-44-11
   Sec. 11. (a) If proposed corporate action creating dissenters' rights under
section 8 of this chapter is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights:
     (1) must deliver to the corporation before the vote is taken written notice
     of the shareholder's intent to demand payment for the shareholder's shares
     if the proposed action is effectuated; and
     (2) must not vote the shareholder's shares in favor of the proposed action.
   (b) A shareholder who does not satisfy the requirements of subsection (a) is
not entitled to payment for the shareholder's shares under this chapter.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-12
   Sec. 12. (a) If proposed corporate action creating dissenters' rights under
section 8 of this chapter is authorized at a shareholders' meeting, the
corporation shall deliver a written dissenters' notice to all shareholders who
satisfied the requirements of section 11 of this chapter.
   (b) The dissenters' notice must be sent no later than ten (10) days after
approval by the shareholders, or if corporate action is taken






without approval by the shareholders, then ten (10) days after the corporate
action was taken. The dissenters' notice must:
     (1) state where the payment demand must be sent and where and when
     certificates for certificated shares must be deposited;
     (2) inform holders of uncertificated shares to what extent transfer of the
     shares will be restricted after the payment demand is received;
     (3) supply a form for demanding payment that includes the date of the first
     announcement to news media or to shareholders of the terms of the proposed
     corporate action and requires that the person asserting dissenters' rights
     certify whether or not the person acquired beneficial ownership of the
     shares before that date;
     (4) set a date by which the corporation must receive the payment demand,
     which date may not be fewer than thirty (30) nor more than sixty (60) days
     after the date the subsection (a) notice is delivered; and
     (5) be accompanied by a copy of this chapter.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-13
   Sec. 13. (a) A shareholder sent a dissenters' notice described in
IC 23-1-42-11 or in section 12 of this chapter must demand payment, certify
whether the shareholder acquired beneficial ownership of the shares before the
date required to be set forth in the dissenter's notice under section 12(b)(3)
of this chapter, and deposit the shareholder's certificates in accordance with
the terms of the notice.
   (b) The shareholder who demands payment and deposits the shareholder's shares
under subsection (a) retains all other rights of a shareholder until these
rights are cancelled or modified by the taking of the proposed corporate action.
   (c) A shareholder who does not demand payment or deposit the shareholder's
share certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for the shareholder's shares under this
chapter and is considered, for purposes of this article, to have voted the
shareholder's shares in favor of the proposed corporate action.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-14
   Sec. 14. (a) The corporation may restrict the transfer of uncertificated
shares from the date the demand for their payment is received until the proposed
corporate action is taken or the restrictions released under section 16 of this
chapter.
   (b) The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
cancelled or modified by the taking of the proposed corporate action.
As added by P.L.149-1986, SEC.28.







IC 23-1-44-15
   Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the
proposed corporate action is taken, or, if the transaction did not need
shareholder approval and has been completed, upon receipt of a payment demand,
the corporation shall pay each dissenter who complied with section 13 of this
chapter the amount the corporation estimates to be the fair value of the
dissenter's shares.
   (b) The payment must be accompanied by:
     (1) the corporation's balance sheet as of the end of a fiscal year ending
     not more than sixteen (16) months before the date of payment, an income
     statement for that year, a statement of changes in shareholders' equity for
     that year, and the latest available interim financial statements, if any;
     (2) a statement of the corporation's estimate of the fair value of the
     shares; and
     (3) a statement of the dissenter's right to demand payment under section 18
     of this chapter.
As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.21.

IC 23-1-44-16
   Sec. 16. (a) If the corporation does not take the proposed action within
sixty (60) days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates and
release the transfer restrictions imposed on uncertificated shares.
   (b) If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under section 12 of this chapter and repeat the payment
demand procedure.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-17
   Sec. 17. (a) A corporation may elect to withhold payment required by section
15 of this chapter from a dissenter unless the dissenter was the beneficial
owner of the shares before the date set forth in the dissenters' notice as the
date of the first announcement to news media or to shareholders of the terms of
the proposed corporate action.
   (b) To the extent the corporation elects to withhold payment under subsection
(a), after taking the proposed corporate action, it shall estimate the fair
value of the shares and shall pay this amount to each dissenter who agrees to
accept it in full satisfaction of the dissenter's demand. The corporation shall
send with its offer a statement of its estimate of the fair value of the shares
and a statement of the dissenter's right to demand payment under section 18 of
this chapter.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-18
   Sec. 18. (a) A dissenter may notify the corporation in writing of the
dissenter's own estimate of the fair value of the dissenter's shares and demand
payment of the dissenter's estimate (less any payment under section 15 of this
chapter), or reject the corporation's offer under






section 17 of this chapter and demand payment of the fair value of the
dissenter's shares, if:
     (1) the dissenter believes that the amount paid under section 15 of this
     chapter or offered under section 17 of this chapter is less than the fair
     value of the dissenter's shares;
     (2) the corporation fails to make payment under section 15 of this chapter
     within sixty (60) days after the date set for demanding payment; or
     (3) the corporation, having failed to take the proposed action, does not
     return the deposited certificates or release the transfer restrictions
     imposed on uncertificated shares within sixty (60) days after the date set
     for demanding payment.
   (b) A dissenter waives the right to demand payment under this section unless
the dissenter notifies the corporation of the dissenter's demand in writing
under subsection (a) within thirty (30) days after the corporation made or
offered payment for the dissenter's shares.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-19
   Sec. 19. (a) If a demand for payment under IC 23-1-42-11 or under section 18
of this chapter remains unsettled, the corporation shall commence a proceeding
within sixty (60) days after receiving the payment demand and petition the court
to determine the fair value of the shares. If the corporation does not commence
the proceeding within the sixty (60) day period, it shall pay each dissenter
whose demand remains unsettled the amount demanded.
   (b) The corporation shall commence the proceeding in the circuit or superior
court of the county where a corporation's principal office (or, if none in
Indiana, its registered office) is located. If the corporation is a foreign
corporation without a registered office in Indiana, it shall commence the
proceeding in the county in Indiana where the registered office of the domestic
corporation merged with or whose shares were acquired by the foreign corporation
was located.
   (c) The corporation shall make all dissenters (whether or not residents of
this state) whose demands remain unsettled parties to the proceeding as in an
action against their shares and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
   (d) The jurisdiction of the court in which the proceeding is commenced under
subsection (b) is plenary and exclusive. The court may appoint one (1) or more
persons as appraisers to receive evidence and recommend decision on the question
of fair value. The appraisers have the powers described in the order appointing
them or in any amendment to it. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
   (e) Each dissenter made a party to the proceeding is entitled to judgment:
     (1) for the amount, if any, by which the court finds the fair value of the
     dissenter's shares, plus interest, exceeds the amount paid by the
     corporation; or
     (2) for the fair value, plus accrued interest, of the dissenter's






     after-acquired shares for which the corporation elected to withhold payment
     under section 17 of this chapter.
As added by P.L.149-1986, SEC.28.

IC 23-1-44-20
   Sec. 20. (a) The court in an appraisal proceeding commenced under section 19
of this chapter shall determine all costs of the proceeding, including the
reasonable compensation and expenses of appraisers appointed by the court. The
court shall assess the costs against such parties and in such amounts as the
court finds equitable.
   (b) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
     (1) against the corporation and in favor of any or all dissenters if the
     court finds the corporation did not substantially comply with the
     requirements of sections 10 through 18 of this chapter; or
     (2) against either the corporation or a dissenter, in favor of any other
     party, if the court finds that the party against whom the fees and expenses
     are assessed acted arbitrarily, vexatiously, or not in good faith with
     respect to the rights provided by this chapter.
   (c) If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and that the fees for
those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited.
As added by P.L.149-1986, SEC.28.