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right of the corporation to procure a judgment in its favor by reason of the fact that <br />he is or was a director, officer, employee, or agent of the corporation or is or was <br />serving at the request of the corporation as a director, officer, employee, or agent of <br />another corporation, partnership, joint venture, trusts, or other enterprise against <br />expenses (including attorneys' fees) actually and reasonably incurred by him in <br />connection with the defense or settlement of such action or suit if he acted in good <br />faith and in a manner he reasonably believed to be in the best interests of the <br />corporation; but no indemnification shall be made in respect of any claim, issue, or <br />matter as to which such person has been adjudged to be liable for negligence or <br />misconduct in the performance of his duty to the corporation unless and only to the <br />extent that the court in which such action or suit was brought determines upon <br />application that, despite the adjudication of liability, but in view of all circumstances <br />of the case, such person is fairly and reasonably entitled to indemnification for such <br />expenses which such court deems proper. <br />3. To the extent that a director, officer, employee, or agent of the corporation has been <br />successful on the merits in defense of any action, suit, or proceeding referred to in <br />paragraph one or two of this Article XIII or in defense of any claim, issue, or matter <br />therein, he shall be indemnified against expenses (including attorneys' fees) actually <br />and reasonably incurred by him in connection therewith. <br />4. Any indemnification under the first paragraph or the second paragraph of this <br />Article XIII (unless ordered by a Court) will be made by the corporation only as <br />authorized in the specific case upon a determination that indemnification of the <br />director, officer, employee, or agent is proper in the circumstances because he has <br />met the applicable standard or conduct set forth in said first or second paragraph. <br />Such determination shall be made by the board of directors by a majority vote of a <br />quorum consisting of directors who were not parties to such action, suit, or <br />proceeding, or, if such a quorum is not obtainable or even if obtainable a quorum of <br />disinterested directors so directs, by independent legal counsel in a written opinion, <br />or by the shareholders. <br />5. Expenses (including attorneys' fees) incurred in defending a civil or criminal action, <br />suit, or proceeding may be paid by the corporation in advance of the final <br />disposition of such action, suit, or proceeding as authorized in Paragraph 4 of this <br />Article XIII upon receipt of an undertaking by or on behalf of the director, officer, <br />employee, or agent to repay such amount unless it is ultimately determined that he is <br />entitled to be indemnified by the corporation as authorized in this Article XIII. <br />6. The indemnification provided by this Article XIII shall not be deemed exclusive of <br />any other rights to which those indemnified may be entitled under the Articles of <br />Incorporation, any Bylaw, agreement, vote of shareholders or disinterested directors, <br />or otherwise, and any procedure provided for by any of the foregoing, both as to <br />action in his official capacity and as to action in another capacity while holding such <br />4 <br />