HARRY HUGHES, Governor

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(III) IN THE CASE OF ANY CRIMINAL
PROCEEDING, THE DIRECTOR HAD NO REASONABLE CAUSE TO BELIEVE
THAT THE CONDUCT WAS UNLAWFUL.

(2) (I) INDEMNIFICATION MAY BE AGAINST
JUDGMENTS, PENALTIES, FINES, SETTLEMENTS, AND REASONABLE
EXPENSES ACTUALLY INCURRED BY THE DIRECTOR IN CONNECTION
WITH THE PROCEEDING.

(II) HOWEVER, IF THE PROCEEDING WAS ONE BY
OR IN THE RIGHT OF THE CORPORATION, INDEMNIFICATION MAY BE
MADE ONLY AGAINST REASONABLE EXPENSES AND MAY NOT BE MADE IN
RESPECT OF ANY PROCEEDING IN WHICH THE DIRECTOR SHALL HAVE
BEEN ADJUDGED TO BE LIABLE TO THE CORPORATION.

(3)  THE TERMINATION OF ANY PROCEEDING BY
JUDGMENT, ORDER, SETTLEMENT, CONVICTION, OR UPON A PLEA OF
NOLO CONTENDERE OR ITS EQUIVALENT, MAY NOT, OF ITSELF, BE
DETERMINATIVE CREATES A REBUTTABLE PRESUMPTION THAT THE
DIRECTOR DID NOT MEET THE REQUISITE STANDARD OF CONDUCT SET
FORTH IN THIS SUBSECTION.

(C)  A DIRECTOR MAY NOT BE INDEMNIFIED UNDER SUBSECTION
(B) OF THIS SECTION IN RESPECT OF ANY PROCEEDING CHARGING
IMPROPER PERSONAL BENEFIT TO THE DIRECTOR, WHETHER OR NOT
INVOLVING ACTION IN THE DIRECTOR'S OFFICIAL CAPACITY, IN
WHICH THE DIRECTOR WAS ADJUDGED TO BE LIABLE ON THE BASIS
THAT PERSONAL BENEFIT WAS IMPROPERLY RECEIVED.

(D)  UNLESS LIMITED BY THE CHARTER:

(1)  A DIRECTOR WHO HAS BEEN WHOLLY SUCCESSFUL,
ON THE MERITS OR OTHERWISE, IN THE DEFENSE OF ANY PROCEEDING
REFERRED TO IN SUBSECTION (B) OF THIS SECTION SHALL BE
INDEMNIFIED AGAINST REASONABLE EXPENSES INCURRED BY THE
DIRECTOR IN CONNECTION WITH THE PROCEEDING.

(2)  A COURT OF APPROPRIATE JURISDICTION, UPON
APPLICATION OF A DIRECTOR AND SUCH NOTICE AS THE COURT SHALL
REQUIRE, MAY ORDER INDEMNIFICATION IN THE FOLLOWING
CIRCUMSTANCES:

(I)  IF IT DETERMINES A DIRECTOR IS
ENTITLED TO REIMBURSEMENT UNDER PARAGRAPH (1) OF THIS
SUBSECTION, THE COURT SHALL ORDER INDEMNIFICATION, IN WHICH
CASE THE DIRECTOR SHALL BE ENTITLED TO RECOVER THE EXPENSES
OF SECURING SUCH REIMBURSEMENT; OR

(II)  IF IT DETERMINES THAT THE DIRECTOR IS
FAIRLY AND REASONABLY ENTITLED TO INDEMNIFICATION IN VIEW OF
ALL THE RELEVANT CIRCUMSTANCES, WHETHER OR NOT THE DIRECTOR
HAS MET THE STANDARDS OF CONDUCT SET FORTH IN SUBSECTION (B)
OF THIS SECTION OR HAS BEEN ADJUDGED LIABLE UNDER THE
CIRCUMSTANCES DESCRIBED IN SUBSECTION (C) OF THIS SECTION,
THE COURT MAY ORDER SUCH INDEMNIFICATION AS THE COURT SHALL
DEEM PROPER. HOWEVER, INDEMNIFICATION WITH RESPECT TO ANY