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<br />e <br /> <br />e <br /> <br />F"":::::"':: <br /> <br />. <br /> <br />RIDER "e" <br /> <br />\ \ . <br />Section io&. Indemnification. The Corporation shall have the power <br />to indemnify any director or officer or former director or officer of <br />the. Co:r:pcratiOIl for expenses and costs (includ.ing a'ttorneys' fees) <br />actually and' necessarily incurred by such director or office%' in <br />connection with any claim asserted against such director or officer by <br />ac'tiOIl in court or otherwise by reason of such director's or officer's <br />being or having been a director or officer, except in relation to <br />matters as to which such director or officer' shall have been guilty of <br />negligence or misconduct in respect of the matter in which indemnity is <br />sought. If the Corporation has not fully indemnified such director or <br />officer, the court in the proceeding in which my claim against such <br />director or officer has been asserted or sny court having the requisite <br />jw:isdiction of an action instituted by such director or officer OIl such <br />director's or officer's claim for indemnity may assess indemnity against <br />the Corporation, its receiver, or trustee for the amount paid by such. <br />director or offieer (incl'un -fT'lg attorneys' fees) in sa.'tisfaction of any <br />judgment or in comPromise of any such claim (exclusive in either ease of <br />sny amount' paid to the Corporation), actually snd necessari.ly inc:m::ed <br />by such director or officer in connection therewith to the extent that <br />the court shall deem reasonable and equitable; pi-ovi-ded, nevertheless, <br />that inde:m.i.ty may be assessed under this Section". on y' if. the co~ <br />finds that the person indemnified was not guil tY pf negligence or <br />m:i.sconduet ~ respect of the matter in which indeug:U? is sought.. II <br />