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<br /> 9RAWO67:00 <br /> there be no such quorum, if (2) independent legal counsel (who <br /> may be a regular counsel of the Corporation), or other disin- <br /> terested person or persons, in either case selected by the Board <br /> of Directors, shall find that the Director, officer or employee <br /> has met the standard of conduct set forth above. <br /> Expenses incurred with respect to any such claim, action, <br /> suit or proceeding may be advanced by the Corporation prior to <br /> the final disposition thereof upon receipt of an undertaking by <br /> or on behalf of the recipient to repay such amount, unless he is <br /> entitled to indemnification provided in this Article, shall be in <br /> addition to any rights to which any person concerned may other- <br /> wise be entitled by contract, United states statute or regulation <br /> or any state statute or regulation, or as a matter of law, and <br /> irrespective of the provisions of this Article, the Board of <br /> Directors may, at any time and from time to time, approve indem- <br /> nification of Directors, officers or employees to the full extent <br /> permitted by the provisions of the laws of the state of Texas at <br /> the time in effect, whether on account of past or future trans- <br /> actions. <br /> Page 13 <br />