Message-ID: <25873423.1075853114253.JavaMail.evans@thyme> Date: Fri, 24 Aug 2001 14:21:49 -0700 (PDT) From: roseann.engeldorf@enron.com To: michelle.cash@enron.com Subject: FW: Section 145 Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: quoted-printable X-From: Engeldorf, Roseann X-To: Cash, Michelle X-cc: X-bcc: X-Folder: \MCASH (Non-Privileged)\Cash, Michelle\General Research X-Origin: Cash-M X-FileName: MCASH (Non-Privileged).pst FYI - See attached. =20 Rose =20 -----Original Message----- From: =09Karathanos, Gina =20 Sent:=09Friday, August 24, 2001 4:15 PM To:=09Engeldorf, Roseann Subject:=09Section 145 Rose, I included links to case law at bottom if you want them. 8 Del. C. ? 145=20 DELAWARE CODE ANNOTATED=20 Copyright ? 1975-2001 by The State of Delaware=20 All rights reserved.=20 *** ANNOTATIONS CURRENT THROUGH JUNE 2001 ***=20 *** CURRENT THROUGH 2000 REGULAR SESSION ***=20 TITLE 8. CORPORATIONS=20 CHAPTER 1. GENERAL CORPORATION LAW=20 SUBCHAPTER IV. DIRECTORS AND OFFICERS=20 GO TO CODE ARCHIVE DIRECTORY FOR THIS JURISDICTION 8 Del. C. ? 145 (2001)=20 ? 145. Indemnification of officers, directors, employees and agents; insura= nce=20 (a) A corporation shall have power to indemnify any person who was or is a = party or is threatened to be made a party to any threatened, pending or com= pleted action, suit or proceeding, whether civil, criminal, administrative = or investigative (other than an action by or in the right of the corporatio= n) by reason of the fact that the person is or was a director, officer, emp= loyee or agent of the corporation, or is or was serving at the request of t= he corporation as a director, officer, employee or agent of another corpora= tion, partnership, joint venture, trust or other enterprise, against expens= es (including attorneys' fees), judgments, fines and amounts paid in settle= ment actually and reasonably incurred by the person in connection with such= action, suit or proceeding if the person acted in good faith and in a mann= er the person reasonably believed to be in or not opposed to the best inter= ests of the corporation, and, with respect to any criminal action or procee= ding, had no reasonable cause to believe the person's conduct was unlawful.= The termination of any action, suit or proceeding by judgment, order, sett= lement, conviction, or upon a plea of nolo contendere or its equivalent, sh= all not, of itself, create a presumption that the person did not act in goo= d faith and in a manner which the person reasonably believed to be in or no= t opposed to the best interests of the corporation, and, with respect to an= y criminal action or proceeding, had reasonable cause to believe that the p= erson's conduct was unlawful.=20 (b) A corporation shall have power to indemnify any person who was or is a = party or is threatened to be made a party to any threatened, pending or com= pleted action or suit by or in the right of the corporation to procure a ju= dgment in its favor by reason of the fact that the person is or was a direc= tor, officer, employee or agent of the corporation, or is or was serving at= the request of the corporation as a director, officer, employee or agent o= f another corporation, partnership, joint venture, trust or other enterpris= e against expenses (including attorneys' fees) actually and reasonably incu= rred by the person in connection with the defense or settlement of such act= ion or suit if the person acted in good faith and in a manner the person re= asonably believed to be in or not opposed to the best interests of the corp= oration and except that no indemnification shall be made in respect of any = claim, issue or matter as to which such person shall have been adjudged to = be liable to the corporation unless and only to the extent that the Court o= f Chancery or the court in which such action or suit was brought shall dete= rmine upon application that, despite the adjudication of liability but in v= iew of all the circumstances of the case, such person is fairly and reasona= bly entitled to indemnity for such expenses which the Court of Chancery or = such other court shall deem proper.=20 (c) To the extent that a present or former director or officer of a corpora= tion has been successful on the merits or otherwise in defense of any actio= n, suit or proceeding referred to in subsections (a) and (b) of this sectio= n, or in defense of any claim, issue or matter therein, such person shall b= e indemnified against expenses (including attorneys' fees) actually and rea= sonably incurred by such person in connection therewith.=20 (d) Any indemnification under subsections (a) and (b) of this section (unle= ss ordered by a court) shall be made by the corporation only as authorized = in the specific case upon a determination that indemnification of the prese= nt or former director, officer, employee or agent is proper in the circumst= ances because the person has met the applicable standard of conduct set for= th in subsections (a) and (b) of this section. Such determination shall be = made, with respect to a person who is a director or officer at the time of = such determination, (1) by a majority vote of the directors who are not par= ties to such action, suit or proceeding, even though less than a quorum, or= (2) by a committee of such directors designated by majority vote of such d= irectors, even though less than a quorum, or (3) if there are no such direc= tors, or if such directors so direct, by independent legal counsel in a wri= tten opinion, or (4) by the stockholders.=20 (e) Expenses (including attorneys' fees) incurred by an officer or director= in defending any civil, criminal, administrative or investigative action, = suit or proceeding may be paid by the corporation in advance of the final d= isposition of such action, suit or proceeding upon receipt of an undertakin= g by or on behalf of such director or officer to repay such amount if it sh= all ultimately be determined that such person is not entitled to be indemni= fied by the corporation as authorized in this section. Such expenses (inclu= ding attorneys' fees) incurred by former directors and officers or other em= ployees and agents may be so paid upon such terms and conditions, if any, a= s the corporation deems appropriate.=20 (f) The indemnification and advancement of expenses provided by, or granted= pursuant to, the other subsections of this section shall not be deemed exc= lusive of any other rights to which those seeking indemnification or advanc= ement of expenses may be entitled under any bylaw, agreement, vote of stock= holders or disinterested directors or otherwise, both as to action in such = person's official capacity and as to action in another capacity while holdi= ng such office.=20 (g) A corporation shall have power to purchase and maintain insurance on be= half of any person who is or was a director, officer, employee or agent of = the corporation, or is or was serving at the request of the corporation as = a director, officer, employee or agent of another corporation, partnership,= joint venture, trust or other enterprise against any liability asserted ag= ainst such person and incurred by such person in any such capacity, or aris= ing out of such person's status as such, whether or not the corporation wou= ld have the power to indemnify such person against such liability under thi= s section.=20 (h) For purposes of this section, references to "the corporation" shall inc= lude, in addition to the resulting corporation, any constituent corporation= (including any constituent of a constituent) absorbed in a consolidation o= r merger which, if its separate existence had continued, would have had pow= er and authority to indemnify its directors, officers, and employees or age= nts, so that any person who is or was a director, officer, employee or agen= t of such constituent corporation, or is or was serving at the request of s= uch constituent corporation as a director, officer, employee or agent of an= other corporation, partnership, joint venture, trust or other enterprise, s= hall stand in the same position under this section with respect to the resu= lting or surviving corporation as such person would have with respect to su= ch constituent corporation if its separate existence had continued.=20 (i) For purposes of this section, references to "other enterprises" shall i= nclude employee benefit plans; references to "fines" shall include any exci= se taxes assessed on a person with respect to any employee benefit plan; an= d references to "serving at the request of the corporation" shall include a= ny service as a director, officer, employee or agent of the corporation whi= ch imposes duties on, or involves services by, such director, officer, empl= oyee or agent with respect to an employee benefit plan, its participants or= beneficiaries; and a person who acted in good faith and in a manner such p= erson reasonably believed to be in the interest of the participants and ben= eficiaries of an employee benefit plan shall be deemed to have acted in a m= anner "not opposed to the best interests of the corporation" as referred to= in this section.=20 (j) The indemnification and advancement of expenses provided by, or granted= pursuant to, this section shall, unless otherwise provided when authorized= or ratified, continue as to a person who has ceased to be a director, offi= cer, employee or agent and shall inure to the benefit of the heirs, executo= rs and administrators of such a person.=20 (k) The Court of Chancery is hereby vested with exclusive jurisdiction to h= ear and determine all actions for advancement of expenses or indemnificatio= n brought under this section or under any bylaw, agreement, vote of stockho= lders or disinterested directors, or otherwise. The Court of Chancery may s= ummarily determine a corporation's obligation to advance expenses (includin= g attorneys' fees).=20 HISTORY: 8 Del. C. 1953, ? 145; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, = ? 6; 57 Del. Laws, c. 421, ? 2; 59 Del. Laws, c. 437, ? 7; 63 Del. Laws, c.= 25, ? 1; 64 Del. Laws, c. 112, ? 7; 65 Del. Laws, c. 289, ?? 3-6; 67 Del. = Laws, c. 376, ? 3; 69 Del. Laws, c. 261, ?? 1, 2; 70 Del. Laws, c. 186, ? 1= ; 71 Del. Laws, c. 120, ?? 3-11.=20 NOTES:=20 REVISOR'S NOTE. --Section 30 of 67 Del. Laws, c. 376, provides: "This act s= hall become effective on July 1, 1990." Chapter 376 was signed by the Gover= nor on July 17, 1990.=20 Section 3 of 69 Del. Laws, c. 261, provides: "This act shall become effecti= ve July 1, 1994, and shall not apply to suits pending as of July 1, 1994."= =20 Section 32 of 71 Del. Laws, c. 120, provides: "This act shall be effective = on July 1, 1997, except that ? 5 of this act shall become effective with re= spect to indemnification of expenses (including attorneys' fees) for acts o= r omissions occurring on or after July 1, 1997."=20 EFFECT OF AMENDMENTS. --67 Del. Laws, c. 376, in (e), inserted "(including = attorneys' fees)" in the first and second sentences and substituted "any ci= vil, criminal, administrative or investigative" for "a civil or criminal" i= n the first sentence.=20 69 Del. Laws, c. 261, effective July 1, 1994, rewrote the second sentence i= n (d); and added (k).=20 71 Del. Laws, c. 120, neutralized gender-specific language in (c), (e), (f)= , (g), (h) and (i); in (c), substituted "present or former director or offi= cer" for "director, officer, employee or agent"; in (d), inserted "present = or former" in the first sentence and rewrote the second sentence; and, in t= he second sentence in (e), inserted "former directors and officers or" and = substituted "corporation" for "board of directors."=20 PURPOSE OF INDEMNIFICATION STATUTES. --Indemnification statutes were enacte= d in this State, and elsewhere, to induce capable and responsible businessm= en to accept positions in corporate management. Merritt-Chapman & Scott Cor= p. v. Wolfson, Del. Super. Ct., 264 A.2d 358 (1970). =20 PURPOSE OF SECTION. --This section is a new statute, enacted to clarify its= predecessor, and to give vindicated directors and others involved in corpo= rate affairs a judicially enforceable right to indemnification. Galdi v. Be= rg, 359 F. Supp. 698 (D. Del. 1973). =20 The purpose of this section is not to encourage litigation or to deter the = losing party in the underlying action from prescribed categories of conduct= ; rather, its purpose is to encourage capable persons to serve as officers,= directors, employees or agents of Delaware corporations, by assuring that = their reasonable legal expenses will be paid. Mayer v. Executive Telecard, = Ltd., Del. Ch., 705 A.2d 220 (1997). =20 WHO IS ENTITLED TO INDEMNIFICATION. --Chairman of the board and president o= f wholly owned subsidiary of parent corporation entitled to benefit of this= section. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.= 2d 138 (1974). =20 Where the president and chairman of the board of a subsidiary corporation p= articipated in the fraudulent stock repurchase plan, shared the inside info= rmation, and was prosecuted because of his employment or agency relationshi= p, he is entitled to indemnification. Merritt-Chapman & Scott Corp. v. Wolf= son, Del. Super. Ct., 321 A.2d 138 (1974). =20 Subsection (a) of this section does not oblige Delaware corporations to ind= emnify those who serve other enterprises at their request; if a corporation= wishes not to extend indemnification rights to those who serve elsewhere a= t its request, it can say so in its bylaws, or it can say nothing at all, t= hereby achieving the same result. VonFeldt v. Stifel Fin. Corp., Del. Supr.= , 714 A.2d 79 (1998). =20 The director of a subsidiary corporation who was successful in defending a = derivative action against the subsidiary could not recover attorney fees in= an indemnification suit against the parent corporation which was not a suc= cessor in interest to the subsidiary. Chamison v. Healthtrust, Inc., Del. C= h., 735 A.2d 912 (1999), aff'd, Del. Supr., 748 A.2d 407 (2000). =20 MUST BE A COVERED PROCEEDING. --First requirement for indemnification under= this section is that the expenses in question be incurred in connection wi= th a covered proceeding as described in subsection (a) or (b) of this secti= on. Shearin v. E.F. Hutton Group, Inc., Del. Ch., 652 A.2d 578 (1994). =20 JUDICIAL DETERMINATION OF INDEMNITEE'S CORPORATE POSITION NOT REQUIRED. --S= ubsections (a) and (b) of this section do not require a prior judicial dete= rmination of the validity of the indemnitee's position as to the proceeding= for which indemnification is sought. Green v. Westcap Corp., Del. Super. C= t., 492 A.2d 260 (1985). =20 PARENT AND SUBSIDIARY. --Where a 100 percent stockholder elects a director = to the board of a subsidiary, that director thereafter serves the subsidiar= y "at the request of" the stockholder, within the meaning of subsection (a)= of this section. VonFeldt v. Stifel Fin. Corp., Del. Supr., 714 A.2d 79 (1= 998). =20 LANGUAGE "IN SUBSECTIONS (A) AND (B)," REFERRED TO IN SUBSECTION (C), incor= porates those portions of subsections (a) and (b) of this section which def= ine the type of action, suit or proceeding but does not incorporate the sub= sequent qualifications required for indemnification. Green v. Westcap Corp.= , Del. Super. Ct., 492 A.2d 260 (1985). =20 SUBSECTION (C) IS MANDATORY. --Subsection (c) is a mandatory provision that= applies to all Delaware corporations and grants an absolute right of indem= nification. Witco Corp. v. Beekhuis, 38 F.3d 682 (3d Cir. 1994). =20 INDEMNITY NOT RESTRICTED TO THOSE STANDING AS DEFENDANTS IN MAIN ACTION. --= By the language of subsections (a) and (b) of this section, indemnity is no= t limited to only those who stand as defendants in the main action. Hibbert= v. Hollywood Park, Inc., Del. Supr., 457 A.2d 339 (1983). =20 CLAIMANT ASSUMES RISK OF NOT BEING INDEMNIFIED. --Where indemnification is = sought, the claimant will have usually assumed the risk of not being indemn= ified. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d = 138 (1974). =20 CORPORATION CAN ALSO GRANT INDEMNIFICATION RIGHTS BEYOND THOSE PROVIDED BY = STATUTE. Hibbert v. Hollywood Park, Inc., Del. Supr., 457 A.2d 339 (1983). = =20 Under subsection (c), to the extent a claimant has not been successful "on = the merits or otherwise," the claimant may still be entitled to indemnifica= tion of expense incurred in a covered proceeding, if a disinterested quorum= of the board, or legal counsel at the request of the board, or the shareho= lders, specifically determines: (1) if the indemnification is sought in res= pect to a civil matter; (2) that the proceeding was a covered proceeding; a= nd (3) that the claimant acted in good faith and in a manner the claimant r= easonably believed to be in or not opposed to the best interest of the corp= oration. Shearin v. E.F. Hutton Group, Inc., Del. Ch., 652 A.2d 578 (1994).= =20 AUTHORITY MANDATED BY BYLAWS. --While permissive authority to indemnify its= directors, officers, etc., may be exercised by a corporation's board of di= rectors on a case-by-case basis, most corporations and virtually all public= corporations have by bylaw exercised the authority recognized by this sect= ion so as to mandate the extension of indemnification rights in circumstanc= es in which indemnification would be permissible under this section. Advanc= ed Mining Sys. v. Fricke, Del. Ch., 623 A.2d 82 (1992). =20 THIS SECTION DOES NOT REQUIRE COMPLETE SUCCESS but provides for indemnifica= tion to the extent of success "in defense of any claim, issue or matter" in= an action. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 = A.2d 138 (1974). = =20 A MANDATE TO INDEMNIFY DOES NOT INCLUDE AN OBLIGATION TO ADVANCE EXPENSES P= RIOR TO A DETERMINATION OF WHETHER INDEMNIFICATION IS PERMITTED OR REQUIRED= . Advanced Mining Sys. v. Fricke, Del. Ch., 623 A.2d 82 (1992). =20 ADVANCEMENT OF EXPENSES. --Subsection (e) leaves to the business judgment o= f the board the task of determining whether the undertaking proffered in al= l of the circumstances is sufficient to protect the corporation's interest = in repayment and whether, ultimately, advancement of expenses would on bala= nce be likely to promote the corporation's interests. Advanced Mining Sys. = v. Fricke, Del. Ch., 623 A.2d 82 (1992). =20 This section does not afford a director a right to advancement of his litig= ation expenses. VonFeldt v. Stifel Fin. Corp., Del. Supr., 714 A.2d 79 (199= 8). =20 The Business Trust Act does not prohibit a business trust from advancing li= tigation expenses to trustees. Nakahara v. NS 1991 Am. Trust, Del. Ch. 770,= 739 A.2d 770 (1998). =20 SUBSECTION (B) IS NOT GRANT OF ABSOLUTE IMMUNITY. --Subsection (b) of this = section does not necessarily preclude personal liability of directors becau= se it is not a grant of absolute immunity. Bergstein v. Texas Int'l Co., De= l. Ch., 453 A.2d 467 (1982). =20 IN CRIMINAL ACTION, ANY RESULT OTHER THAN CONVICTION MUST BE CONSIDERED SUC= CESS. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 1= 38 (1974). =20 Claimants are entitled to partial indemnification if successful on a count = of an indictment, which is an independent criminal charge, even if unsucces= sful on another related count. Merritt-Chapman & Scott Corp. v. Wolfson, De= l. Super. Ct., 321 A.2d 138 (1974). =20 FINDING OR INFERENCE OF WRONGDOING HAS GENERALLY PRECLUDED INDEMNIFICATION = under this section. McLean v. Alexander, 449 F. Supp. 1251 (D. Del. 1978), = rev'd on = other grounds, 599 F.2d 1190 (3d Cir. 1979). =20 WHAT CONSTITUTES JUDGMENT OF CONVICTION. --Although a plea of nolo contende= re may not be used as an admission in another action, upon acceptance by th= e court and imposition of sentence there is a judgment of conviction agains= t the claimant. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., = 321 A.2d 138 (1974). =20 CONVICTION AFTER 1 ALLEGATION OF CRIMINAL INDICTMENT REMOVED. --Where an al= leged violation under a count of a criminal indictment was removed, but def= endant was still convicted under the count for other violations, defendant = had not been "successful" on the merits or otherwise. Merritt-Chapman & Sco= tt Corp. v. Wolfson, Del. Super. Ct., 264 A.2d 358 (1970). =20 WHEN CASE IS DISMISSED WITHOUT PREJUDICE SO THAT SAME ISSUE MAY BE LITIGATE= D IN ANOTHER PENDING CASE, an indemnification award would be premature and = contrary to the spirit of the statute. Galdi v. Berg, 359 F. Supp. 698 (D. = Del. 1973). =20 STANDARD OF REVIEW. --The reviewing court must treat the Court of Chancery'= s findings under subsection (b) with substantial deference. Yiannatsis v. S= tephanis ex rel. Sterianou, Del. Supr., 653 A.2d 275 (1995). =20 COURT WHICH FINALLY RESOLVES ISSUE HAS AUTHORITY TO AWARD INDEMNIFICATION, = if justified under subsection (b) of this section. Galdi v. Berg, 359 F. Su= pp. 698 (D. Del. 1973). =20 AND SUCH AWARD COULD INCLUDE REASONABLE FEES AND EXPENSES INCURRED IN DEFEN= SE. Galdi v. Berg, 359 F. Supp. 698 (D. Del. 1973). =20 STANDARDS USED IN DETERMINING WHETHER FEES HAVE BEEN "REASONABLY INCURRED" = for purposes of this section are similar to standards used by courts in awa= rding fees. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 = A.2d 138 (1974). = =20 CHARGING FLAT FEE FOR EACH TRIAL IS NOT INHERENTLY UNREASONABLE for indemni= fication under this section. Merritt-Chapman & Scott Corp. v. Wolfson, Del.= Super. Ct., 321 A.2d 138 (1974). =20 FEES DEDUCTED FROM AWARD. --Where the initial purchase of stock represented= usurpation of a corporate opportunity, the Court of Chancery properly dedu= cted attorney's fees and past payments from the amounts to be paid to a cor= porate shareholder for the repurchase of the stock. Yiannatsis v. Stephanis= ex rel. Sterianou, Del. Supr., 653 A.2d 275 (1995). =20 RECOVERY OF EXPENSES OF PROXY CONTEST, COUCHED IN TERMS OF BOARD ELECTION, = INVOLVING SUBSTANTIVE DIFFERENCES ABOUT CORPORATE POLICY. --Where a proxy c= ontest, though couched in terms of election to the board, was actually one = involving substantive differences about corporation policy, former corporat= e directors, determined to be the management group for the purposes of reel= ection to the board and, therefore, entitled to use corporate funds to pres= ent its position, had an equitable and legal right to recover from the corp= oration their reasonable expenses resulting from the proxy contest. Hibbert= v. Hollywood Park, Inc., Del. Supr., 457 A.2d 339 (1983). =20 EXPENSES INCURRED IN ESTABLISHING ENTITLEMENT TO INDEMNIFICATION. --This se= ction allows for indemnification of legal fees only in the underlying actio= n against an officer or director, and does not allow for recovery of legal = fees and expenses incurred in a proceeding to establish an entitlement to s= uch indemnification. Mayer v. Executive Telecard, Ltd., Del. Ch., 705 A.2d = 220 (1997). =20 OFFICERS AS CORPORATE EMPLOYEES. --A corporate officer is not, as a matter = of law, also a corporate employee merely by virtue of office; whether a cor= porate officer is also an employee depends on the incidents of the relation= ship to the corporation. Haft v. Dart Group Corp., 841 F. Supp. 549 (D. Del= . 1993). = =20 FORMER DIRECTORS HELD ENTITLED TO INDEMNIFICATION FOR LEGAL FEES RELATIVE T= O UNSUCCESSFUL REELECTION BID. --Former corporate directors were entitled t= o indemnification for legal fees and related costs incurred with respect to= suits filed by them in their unsuccessful bid for reelection to the corpor= ation's board where the pertinent corporation bylaw contained no limitation= on the type of action for which an individual, otherwise qualified under t= he bylaw, must be indemnified and where indemnification would be consistent= with subsections (a) and (b) of this section. Hibbert v. Hollywood Park, I= nc., Del. Supr., 457 A.2d 339 (1983). =20 WITHOUT INTEREST ON EXPENSES ACTUALLY PAID, INDEMNIFICATION WOULD BE INCOMP= LETE. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 1= 38 (1974). =20 THERE ARE SEVERAL FACTORS TO BE CONSIDERED IN INDEMNIFICATION FOR ATTORNEYS= ' FEES: (a) The time and labor required, the novelty and difficulty of the = questions involved, and the skill requisite to perform the legal service co= mpetently, (b) the likelihood that a particular retainer will preclude othe= r employment by the attorney, (c) the fee customarily charged in the commun= ity for similar services, (d) the amount involved in the litigation and the= results obtained, (e) the time limitations imposed by the litigation, (f) = the nature and length of professional relationship with the client, (g) the= experience, reputation and ability of the lawyer performing the services, = and (h) a consideration whether the fee is fixed or contingent. Galdi v. Be= rg, 359 F. Supp. 698 (D. Del. 1973). =20 USER NOTE: For more generally applicable notes, see notes under the first s= ection of this heading, subchapter, chapter, part or title.=20 Top of Form 1 =20 Bottom of Form 1 =09 =09 =09 =09Source: =09All Sources > / . . . / > DE - Delaware Co= de Annotated (including Constitution), Court Rules Annotated and =09 =09TOC: =09Delaware Code Annotated > / . . . / > =09 =09=09. . . / TITLE 8. CORPORATIONS > CHAPTER 1. G= ENERAL CORPORATION LAW / . . . =09 =09=09SUBCHAPTER IV. DIRECTORS AND OFFICERS > ? 145. Indemnification of officers, directors, employees and agents= ; insurance =09 =09Terms: =09section 145 (Edit Search )=09 =09View: =09Full=09 =09Date/Time: =09Friday, August 24, 2001 - 5:01 PM EDT=09 Best regards, Gina Karathanos Sr. Legal Specialist Enron Global Finance Legal 713-853-3376 phone 713-853-9252 fax