Exhibit 99.4




                                   ARTICLE V.
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, AGENTS, AND EMPLOYEES

Section 5.1  Indemnification  of Directors and Officers.  The corporation  shall
indemnify  any  individual  made a party to a proceeding  because he is or was a
director  or  officer  of the  corporation  against  liability  incurred  in the
proceeding to the fullest extent permitted by law.

Section 5.2 Advance Expenses for Directors and Officers.  The corporation  shall
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 to the
fullest extent permitted by law.

Section  5.3 Other  Employees  and Agents.  In  addition to any  indemnification
required by law, the corporation may, to the extent authorized from time to time
by the board of  directors,  grant rights to  indemnification,  and rights to be
paid by the  corporation  the expenses  incurred in defending any  proceeding in
advance of its final disposition, to any employee or agent of the corporation to
the  fullest  extent  of the  provisions  of this  By-Law  with  respect  to the
indemnification  and  advancement  of expenses of directors  and officers of the
corporation.

Section  5.4 Nature of Right to  Indemnification.  The right to  indemnification
conferred in this By-Law shall be a contract  right and shall  include the right
to be paid by the  corporation  the  expenses  incurred  in  defending  any such
proceeding in advance of its final disposition,  such advances to be paid by the
corporation  within 30 days after the receipt by the  corporation of a statement
or  statements  from the claimant  requesting  such  advances from time to time;
provided,  however,  that the payment of such expenses,  incurred by a person to
whom indemnification is or may be available under this By-Law, in advance of the
final  disposition  of a  proceeding  shall be made  only  pursuant  to  Section
33-8-530 of the Act, or such  successor  provision as may be in effect from time
to time.

Section 5.5 Request for  Indemnification;  Determination of Entitlement Thereto.
To obtain  indemnification  under this  By-Law,  a claimant  shall submit to the
corporation a written request, including therein or therewith such documentation
and  information  as is  reasonably  available to the claimant and is reasonably
necessary  to  determine  whether and to what extent the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification pursuant
to the first sentence of this Section 5.5, a  determination  with respect to the
claimant's entitlement thereto shall be made in accordance with Section 33-8-550
of the Act, or such  successor  provision as may be in effect from time to time.
If it is so determined that the claimant is entitled to indemnification, payment
to the claimant shall be made within 10 days after such determination.

Section 5.6 Right of Action; No Presumption.  If a claim under Sections 5.1, 5.2
or 5.3 of this By-Law is not paid in full by the corporation  within thirty days
after a written  claim  pursuant to Section 5.5 of this By-Law has been received
by the  corporation,  the claimant may at any time thereafter bring suit against
the  corporation to recover the unpaid amount of the claim and, if successful in
whole or in part,  the claimant shall be entitled to be paid also the expense of
prosecuting  such claim to the extent permitted by law. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the  requirements  of Section  33-8-530 of the Act, or any  successor  provision
thereto that may be in effect from time to time,  have been complied  with) that
the  claimant  has not met the  standard of conduct  which makes it  permissible
under the Act for the  corporation  to  indemnify  the  claimant  for the amount
claimed,  but the burden of proving  such defense  shall be on the  corporation.
Neither  the  failure  of the  corporation  (including  its board of  directors,
special  counsel  or  shareholders)  to have made a  determination  prior to the
commencement  of such action that  indemnification  of the claimant is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in the Act, nor an actual determination by the corporation  (including
its board of directors,  special counsel or shareholders)  that the claimant has
not met such applicable standard of conduct, shall create a presumption that the
claimant has not met the applicable standard of conduct.

Section 5.7 Binding Effect on the  Corporation.  If a  determination  shall have
been made  pursuant to Section 5.5 of this By-Law that the  claimant is entitled
to indemnification,  the corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to Section 5.6 of this By-Law.

Section 5.8 No Challenge to Validity.  The  corporation  shall be precluded from
asserting in any judicial  proceeding  commenced pursuant to Section 5.6 of this
By-Law  that the  procedures  and  presumptions  of this  By-Law  are not valid,
binding  and  enforceable  and  shall  stipulate  in such  proceeding  that  the
corporation is bound by all the provisions of this By-Law.

Section  5.9  Exclusivity.  The  right to  indemnification  and the  payment  of
expenses  incurred in defending a proceeding in advance of its final disposition
conferred  in this By-Law  shall not be  exclusive  of any other right which any
person  may have or  hereafter  acquire  under  any  statute,  provision  of the
articles of incorporation, By-Laws, agreement, vote of shareholders or directors
or otherwise. No repeal or modification of this By-Law shall in any way diminish
or adversely  affect the rights of any director,  officer,  employee or agent of
the  corporation  hereunder in respect of any occurrence or matter arising prior
to any such repeal or modification.

Section 5.10  Severability.  If any provision or provisions of this By-Law shall
be held to be invalid,  illegal or unenforceable for any reason whatsoever:  (1)
the validity,  legality and  enforceability of the remaining  provisions of this
By-Law  (including,  without  limitation,  each  portion of any  Section of this
By-Law   containing  any  such   provision  held  to  be  invalid,   illegal  or
unenforceable,  that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be  affected or  impaired  thereby;  and (2) to the fullest
extent possible,  the provisions of this By-Law (including,  without limitation,
each such portion of any Section of this By-Law  containing  any such  provision
held to be invalid,  illegal or unenforceable)  shall be construed so as to give
effect to the  intent  manifested  by the  provision  held  invalid,  illegal or
unenforceable.

Section 5.11 Notices.  Any notice,  request or other  communication  required or
permitted to be given to the  corporation  under this By-Law shall be in writing
and either delivered in person or sent by telecopy,  telex, telegram,  overnight
mail or courier  service,  or certified or  registered  mail,  postage  prepaid,
return  receipt  requested,  to the  Secretary of the  corporation  and shall be
effective only upon receipt by the Secretary.