Exhibit 99.13

    Sections 10-2B-8.50 to 10-2B-8.58 of the Alabama Business Corporation Act

s 10-2B-8.50. Definitions.

In Division E of this Article 8:

     (1) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

     (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise
involve services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

     (3) "Expenses" include counsel fees.

     (4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.

     (5) "Official capacity" means (i) when used with respect to a director, the
office of director in a corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in Section 10-2B-8.56, the
office in a corporation held by an officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit plan, or
other enterprise.

     (6) "Party" includes an individual who was, is or is threatened to be made
a named defendant or respondent in a proceeding.

     (7) "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

s 10-2B-8.51. Authority to indemnify.

     (a) Except as provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if:

     (1) The individual conducted himself or herself in good faith; and

     (2) The individual reasonably believed:

     (i) In the case of conduct in his or her official capacity with the
corporation, that the conduct was in its best interests; and

     (ii) In all other cases, that the conduct was at least not opposed to its
best interests; and

     (3) In the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful.

     (b) A director's conduct with respect to an employee benefit plan for a
purpose he or she reasonably believed to be in the interests of the participants
in, and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

     (c) The termination of a proceeding by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

     (d) A corporation may not indemnify a director under this section:

     (1) In connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or

     (2) In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in his or her official
capacity, in which the director was adjudged liable on the basis that personal
benefit was improperly received by him or her.

     (e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.




s 10-2B-8.52. Mandatory indemnification.

A corporation shall indemnify a director who was successful, on the merits or
otherwise, in the defense of any proceeding, or of any claim, issue or matter in
such proceeding, where he or she was a party because he or she is or was a
director of the corporation, against reasonable expenses incurred in connection
therewith, notwithstanding that he or she was not successful on any other claim,
issue or matter in any such proceeding.

s 10-2B-8.53. Advance for expenses.

     (a) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

     (1) The director furnishes the corporation a written affirmation of good
faith belief that he or she has met the standard of conduct described in Section
10-2B-8.51;

     (2) The director furnishes the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not
otherwise entitled to indemnification under Section 10-2B-8.51(d), unless
indemnification is approved by the court under Section 10-2B-8.54;

     (3) A determination is made that the facts then known to those making the
determination would not preclude indemnification under Division E of this
article.

     (b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.

     (c) Determinations and authorizations of payments under this section shall
be made in the manner specified in Section 10-2B-8.55.

s 10-2B-8.54. Court-ordered indemnification.

A director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding, or may file an action
therefor in another court of competent jurisdiction if such court has
jurisdiction over the corporation and the corporation is a party to the
proceeding. On receipt of such an application or the filing of such an action,
the court after giving any notice it considers necessary may order
indemnification if it determines:

     (1) The director is entitled to mandatory indemnification under Section 10-
2B-8.52, in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered indemnification;
or

     (2) The director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not he or she met the
standard of conduct set forth in Section 10-2B-8.51 or was adjudged liable as
described in Section 10-2B-8.51(d), but if he or she was adjudged so liable the
indemnification is limited to reasonable expenses incurred.

s 10-2B-8.55. Determination and authorization of indemnification.

     (a) A corporation may not indemnify a director under Section 10-2B-8.51
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in Section 10-2B-8.51.

     (b) The determination shall be made:

     (1) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

     (2) If a quorum cannot be obtained under subdivision (1), by majority vote
of a committee duly designated by the board of directors (in which designation
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;



     (3) By special legal counsel;

     (i) Selected by the board of directors or its committee in the manner
prescribed in subdivision (1) or (2); or

     (ii) If a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision (2),
selected by majority vote of the full board of directors (in which selection
directors who are parties may participate); or

     (4) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination. A majority of the shares that are entitled to vote on the
transaction by virtue of not being owned by or under the control of such
directors constitutes a quorum for the purpose of taking action under this
section.

     (c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

s 10-2B-8.56. Indemnification of officers, employees, and agents.

     (a) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Section 10-2B-8.52, and is entitled to apply for
court- ordered indemnification under Section 10-2B-8.54, in each case to the
same extent as a director.

     (b) A corporation may indemnify and may advance expenses under Division E
of this article to an officer, employee, or agent of the corporation who is not
a director to the same extent as to a director.

s 10-2B-8.57. Insurance.

A corporation may purchase and maintain insurance, or furnish similar protection
(including but not limited to trust funds, self-insurance reserves, or the
like), on behalf of an individual who is or was a director, officer, employee,
or agent of the corporation, or who, while a director, officer, employee, or
agent of the corporation, is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture trust, employee benefit plan,
or other enterprise, against liability asserted against or incurred by him or
her in that capacity or arising from his or her status as a director, officer,
employee, or agent, whether or not the corporation would have power to indemnify
him or her against the same liability under Section 10- 2B-8.51 or 10-2B-8.52.

s 10-2B-8.58. Application of indemnification provisions.

     (a) Any indemnification, or advance for expenses, authorized under Division
E of this article shall not be deemed exclusive of and shall be in addition to
that which may be contained in a corporation's articles of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a contract
or otherwise.

     (b) Division E of this article does not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with the director's
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent to the proceeding.