a. Court Ordered Mandatory Indemnification. Court Ordered Mandatory Indemnification. If it determines the director is entitled to mandatory indemnification under Section 2. above, the court shall order indemnification, in which case the court shall also order the Corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification. b. Court Ordered Non-Mandatory Indemnification. Court Ordered Non-Mandatory Indemnification. If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he (or she) met the standard of conduct set forth in circumstances described in Subsection 1.c. of this Article XI, the court may order such indemnification as the court deems proper, except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in said Subsection l.c. is limited to reasonable expenses incurred.

Section 4. Indemnification Procedure. a. Indemnification Determination. The Corporation may not indemnify a director under a. Indemnification Determination. The Corporation may not indemnify a director under Section 1. of this Article XI unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he (or she) has met the standard of conduct set forth in Subsection 1.a. b. Method of Determination. Method of Determination. The determination required to be made by Subsection 4.a. shall be made: (i) by the Corporation's Executive Board by a majority vote of a quorum, which quorum shall consist of Executive Board members not party to the proceeding; or (ii) if a quorum cannot be obtained, by a majority vote of a Committee of the Executive Board designated by the Executive Board, which committee shall consist of two (2) or more Executive Board members not party to the proceeding may participate in the designation of Executive Board members for the committee. c. Alternative Procedure. Alternative Procedure. If the quorum cannot be obtained or the committee cannot be established under Subsection 4.b., or even if a quorum is obtained or a committee designated if such quorum or committee so directs, the determination required to be made by Subsection 4.a. shall be made: (i) by independent legal counsel selected by a vote of the Corporation's Executive Board or the committee in the manner specified in clause (i) or (ii) of this Subsection 4.c. or, if a quorum of the full Executive Board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Executive Board; or (ii) by a majority of the regular members present at a meeting called for such purpose. d. Expenses. Expenses. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination the indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by the body that selected said counsel.

### Section 5. Prepayment or Reimbursement of Expenses.