WILLIAM DONALD SCHAEFER, Governor                        Ch. 3

(ii) A written undertaking by or on behalf of
the director to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

(2)  The undertaking required by subparagraph (ii) of
paragraph (1) of this subsection shall be an unlimited general
obligation of the director but need not be secured and may be
accepted without reference to financial ability to make the
repayment.

(3)   [Determinations and authorizations of payments]
PAYMENTS under this subsection shall be [in the manner] MADE AS
PROVIDED BY THE CHARTER, BYLAWS, OR CONTRACT OR AS specified in
subsection (e) of this section.

(g) [A provision for the corporation to indemnify a
director who is made a party to a proceeding, whether contained
in] THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES PROVIDED OR
AUTHORIZED BY THIS SECTION MAY NOT BE DEEMED EXCLUSIVE OF ANY
OTHER RIGHTS, BY INDEMNIFICATION OR OTHERWISE, TO WHICH A
DIRECTOR MAY BE ENTITLED UNDER the charter, the bylaws, a
resolution of stockholders or directors, an agreement or
otherwise, [except as contemplated by subsection (k) of this
section, is not valid unless consistent with this section or, to
the extent that indemnity under this section is limited by the
charter, consistent with the charter] BOTH AS TO ACTION IN AN
OFFICIAL CAPACITY AND AS TO ACTION IN ANOTHER CAPACITY WHILE
HOLDING SUCH OFFICE.

(k) (1) A corporation may purchase and maintain insurance
on behalf of any person 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, other
enterprise, or employee benefit plan against any liability
asserted against and incurred by such person in any such capacity
or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability
under the provisions of this section.

(2)  A CORPORATION MAY PROVIDE SIMILAR PROTECTION,
INCLUDING A TRUST FUND, LETTER OF CREDIT, OR SURETY BOND, NOT
INCONSISTENT WITH THIS SECTION.

(3)  THE INSURANCE OR SIMILAR PROTECTION MAY BE
PROVIDED BY A SUBSIDIARY OR AN AFFILIATE OF THE CORPORATION.

SECTION 2. AND BE IT FURTHER ENACTED, That the provisions
of §§ 2-104(b)(8) and 2-405.2 of the Corporations and
Associations Article added by this Act shall apply only to

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