a. Prepayment. Prepayment. The Corporation may pay for or reimburse the reasonable expenses incurred by an Executive Board member who is a party to a proceeding in advance of the final disposition of the proceeding if: (i) the Executive Board member furnished the Corporation a written affirmation of his (or her) good-faith belief that he (or she) has met the standard of conduct described in clause (i) of Subsection 1.a.; (ii) the Executive Board member furnishes the Corporation a written undertaking, executed personally or on his (or her) behalf, to repay the advance if it is determined that he (or she) did not meet such standard of conduct; and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section 5. b. Undertaking. Undertaking. The undertaking required by clause (ii) of Subsection 5.a. shall be an unlimited general obligation of the Executive Board member, but need not be secured and may be accepted without reference to financial ability to make repayment.

Section 6. Validity. a. Consistency. A provision concerning the Corporation's indemnification of or advance for a. Consistency. A provision concerning the Corporation's indemnification of or advance for expenses to Executive Board members contained in its Articles of Incorporation, a resolution of its members or Executive Board members, or in a contract, except for insurance policies, shall be valid only if and to the extent the provision is consistent with this Article XI and, if indemnification is limited by the Corporation's Articles of Incorporation, is consistent with said Article. b. No Limitation. No Limitation. This Section 6. shall not limit the Corporation's power to pay or reimburse expenses incurred by an Executive Board member in connection with his (or her) appearance as a witness in a proceeding at a time when he (or she) has not been made a named defendant or respondent in the proceeding. Section 7. Officers, Employees and Agents. 7. Officers, Employees and Agents. Unless limited by the Articles of Incorporation: a. Mandatory Indemnification. Mandatory Indemnification. An officer of the Corporation who is not an Executive Board member is entitled to mandatory indemnification pursuant to Section 2. of this Article X1 and is entitled to apply for court-ordered indemnification pursuant to Section 3. of this Article XI in each case to the same extent as an Executive Board member; b. Expenses. Expenses. The Corporation may indemnify and advance expenses pursuant to Section 5. of this Article XI to an officer, employee or agent of the Corporation who is not an Executive Board member to the same extent as an Executive Board member; and c. Additional Indemnification. Additional Indemnification. The Corporation may indemnify and advance expenses to an officer, employee or agent of the Corporation who is not an Executive Board member to a greater extent if consistent with law and if provided for by the Articles of Incorporation, the Bylaws, resolution of the members or Executive Board member, or in a contract. Section 8. Insurance. 8. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was an Executive Board member, officer, employee, fiduciary or agent of