WILLIAM DONALD SCHAEFER, Governor                        Ch. 4

(3)  A SAVINGS AND LOAN ASSOCIATION AS DEFINED IN §
8-101 OF THE FINANCIAL INSTITUTIONS ARTICLE; OR

(4)  A SUBSIDIARY OF A BANKING INSTITUTION, CREDIT
UNION, OR SAVINGS AND LOAN ASSOCIATION DESCRIBED IN THIS
SUBSECTION.

(C) THIS SECTION MAY NOT BE CONSTRUED TO AFFECT THE
LIABILITY OF A PERSON IN ANY CAPACITY OTHER THAN THE PERSON'S
CAPACITY AS A DIRECTOR OR OFFICER.

2-418.

(b) (1) A corporation may indemnify any director made a
party to any proceeding by reason of service in that capacity [if
the director:

(i) Acted in good faith;

(ii) Reasonably believed:

1.  In the case of conduct in the
director's official capacity with the corporation, that the
conduct was in the best interests of the corporation; and

2.  In all other cases, that the conduct
was at least not opposed to the best interests of the
corporation; and] UNLESS IT IS PROVED THAT:

(I)  THE ACT OR OMISSION OF THE DIRECTOR WAS
MATERIAL TO THE CAUSE OF ACTION ADJUDICATED IN THE PROCEEDING;
AND

1.  WAS COMMITTED IN BAD FAITH; OR

2.  WAS THE RESULT OF ACTIVE AND
DELIBERATE DISHONESTY; OR

(II)  THE DIRECTOR ACTUALLY RECEIVED AN IMPROPER
PERSONAL BENEFIT IN MONEY, PROPERTY, OR SERVICES; OR

(iii) In the case of any criminal proceeding,
THE DIRECTOR had [no] reasonable cause to believe that the
[conduct] ACT OR OMISSION 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

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