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<br /> 9RAWO67:00 <br /> of any past or future action or omission or alleged action or <br /> omission (including those antedating the adoption of this Bylaw) <br /> by him in such capacity, whether or not he continues to be such <br /> at the time such liability or expense is incurred; provided such <br /> person acted in good faith in what he reasonably believed to be <br /> the best interests of the Corporation; and, in addition, with <br /> respect to any criminal action or proceeding, had no reasonable <br /> cause to believe that his conduct was unlawful. As used in this <br /> Article, the terms "liability" and "expense" shall include, but <br /> not be limited to, counsel fees and disbursements and amounts of <br /> judgments, fines or penalties against, and amounts paid in <br /> settlement by or on behalf of a Director, officer or employee. <br /> The termination of any claim, action, suit or proceeding by <br /> judgment, settlement (whether with or without court approval) or <br /> conviction, or upon a plea of guilty or of nolo contendere, or <br /> its equivalent, shall not create a presumption that a Director, <br /> officer or employee did not meet the standards of conduct set <br /> forth above. Any such Director, officer or employee referred to <br /> in this Article who has been wholly successful, on the merits or <br /> otherwise, with respect to any claim, action, suit or proceeding <br /> shall be entitled to indemnification as of right. Except as <br /> provided in the preceding sentence, any indemnification hereunder <br /> shall be made at the discretion of the Corporation, but only if <br /> (1) the Board of Directors, acting by a quorum consisting of <br /> Directors who are not involved in or have been wholly successful <br /> with respect to such claim, action, suit or proceeding, or if <br /> Page 12 <br />