***EXHIBIT 3.2***
***BY-LAWS***
***OF***
***CNA FINANCIAL CORPORATION***
*(As Amended Effective April 28, 2004)*
*ARTICLE I. OFFICES.*
*SECTION 1. The registered office shall be in the City of Wilmington, County of New Castle, Stateof Delaware.*
*SECTION 2. The Corporation may also have offices at such other places both within and without theState of Delaware as the Board of Directors may from time to time determine or the business of theCorporation may require.*
*ARTICLE II. MEETINGS OF STOCKHOLDERS.*
*SECTION 1. Meetings of stockholders for any purpose may be held at such time and place, within orwithout the State of Delaware, as shall be stated in the notice of the meeting or in a dulyexecuted waiver of notice thereof.*
*SECTION 2. Annual meetings of stockholders, commencing with the year 2004, shall be held annuallyat such date and time as shall be designated by the Board of Directors and stated in the notice ofthe meeting, at which they shall elect by a plurality vote a Board of Directors, and transact suchother business as may be properly brought before the meeting. Elections of Directors need not be byballot.*
*SECTION 3. Written notice of the annual meeting stating the place, date and hour of the meetingshall be given to each stockholder entitled to vote at such meeting not less than ten nor more thanfifty days before the date of the meeting.*
*SECTION 4. The officer who has charge of the stock ledger of the Corporation shall prepare andmake, at least ten days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of each stockholder. Such list shallbe opened to the examination of any stockholder, for the purpose germane to the meeting, duringordinary business hours, for a period of at least ten days prior to the meeting, either at a placewithin the city where the meeting is to be held, which place shall be specified in the notice of*
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*the meeting, or, if not so specified, at the place where the meeting is to be held. The list shallalso be produced and kept at the time and place of the meeting during the whole time thereof, andmay be inspected by any stockholder who is present.*
*SECTION 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwiseprescribed by statute or by the Certificate of Incorporation, may be called by the Chief ExecutiveOfficer or President and shall be called by the President or Secretary at the request in writing ofa majority of the Board of Directors, or at the request in writing of stockholders owning not lessthan one-fifth of all shares issued and outstanding and entitled to vote on any proposal to besubmitted to said meeting. Such request shall state the purpose or purposes of the proposedmeeting.*
*SECTION 6. Written notice of a special meeting stating the place, date and hour of the meeting andthe purpose or purposes for which the meeting is called, shall be given not less than ten nor morethan fifty days before the date of the meeting, to each stockholder entitled to vote at suchmeeting.*
*SECTION 7. Business transacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.*
*SECTION 8. The holders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business except as otherwise provided by statute or by theCertificate of Incorporation. If, however, such quorum shall not be present or represented at anymeeting of the stockholders, the stockholders entitled to vote thereat, present in person orrepresented by proxy, shall have power to adjourn the meeting from time to time, without noticeother than announcement at the meeting, until a quorum shall be present or represented. At suchadjourned meeting at which a quorum shall be present or represented any business may be transactedwhich might have been transacted at the meeting as originally notified. If the adjournment is formore than thirty days, or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.*
*SECTION 9. When a quorum is present at any meeting, the vote of the holders of a majority of thestock having voting power present in person or represented by proxy shall decide any questionbrought before such meeting, unless the question is one upon which by express provision of thestatutes or of the Certificate of Incorporation, a different vote is required, in which case suchexpress provision shall govern and control the decision of such question.*
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*SECTION 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote inperson or by proxy for eachshare of the capital stock having voting power held by suchstockholder, but no proxy shall be voted on after three years from its date, unless the proxyprovides for a longer period.*
*SECTION 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to betaken for or in connection with any corporate action, by any provision of the statutes, the meetingand vote of stockholders may be dispensed with if all of the stockholders who would have beenentitled to vote upon the action if such meeting were held shall consent in writing to suchcorporate action being taken; or if the Certificate of Incorporation authorizes the action to betaken with the written consent of the holders of less than all of the stock who would have beenentitled to vote upon the action if a meeting were held, then on the written consent of thestockholders having not less than such percentage of the total number of votes as may be authorizedin the Certificate of Incorporation; provided that in no case shall the written consent be by theholders of stock having less than the minimum percentage of the total required by statute for theproposed corporate action, and provided that prompt notice must be given to allstockholders of the taking of corporate action without a meeting and by less than unanimous writtenconsent.*
*ARTICLE III. DIRECTORS.*
*SECTION 1. The number of directors shall be changed from time to time by action of thestockholders or of the Board. Except as provided in Section 2 of this Article, the Directors shallbe elected at the annual meeting of the stockholders, and each Director shall hold office until hissuccessor is elected and qualified. Directors need not be stockholders.*
*SECTION 2. The office of a Director shall become vacant if he dies or resigns by a writing signedby him and delivered to the Corporation, and the Board of Directors may declare vacant the officeof a Director if he be declared of unsound mind by an order of Court or convicted of a felony, orfor any other proper cause, of if, within sixty days after notice of his election as a Director, hedoes not accept such office either in writing or by attending a meeting of the Board of Directors.*
*Vacancies and newly created directorships resulting from any increase in the authorized number ofDirectors may be filled by a majority of the Directors then in office, though less than a quorum,or by a sole remaining Director, and the Directors so chosen shall hold office until the nextannual election and until their successors are duly elected and shall qualify, unless soonerdisplaced. If there are no Directors in office, then an election of Directors may be held in themanner provided by statute. If, at the time of filing any vacancy or any newly createddirectorship, the Directors then in office shall constitute less than a majority of the whole Board(as constituted immediately prior to any such increase), the Court of Chancery may,*
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*upon application of any stockholder or stockholders holding at least ten percent of the total number ofthe shares at the time outstanding having the right to vote for such Directors, summarily order anelection to be held to fill any such vacancies or newly created directorships, or to replace theDirectors chosen by the Directors then in office.*
*SECTION 3. The business of the Corporation shall be managed by its Board of Directors which mayexercise all such powers of the Corporation and do all such lawful acts and things as are not bystatute or by the Certificate of Incorporation or by these By-Laws directed or required to beexercised or done by the stockholders.*
*MEETINGS OF THE BOARD OF DIRECTORS*
*SECTION 4. The Board of Directors of the Corporation may hold meetings, both regular and special,either within or without the State of Delaware. The Directors may designate a Director as theChairman of the Board of Directors.*
*SECTION 5. The first meeting of each newly elected Board of Directors shall be held at such timeand place as shall be fixed by the vote of the stockholders at the annual meeting and no notice ofsuch meeting shall be necessary to the newly elected Directors in order legally to constitute themeeting, provided a quorum shall be present. In the event of the failure of the stockholders tofix the time or place of such first meeting of the newly elected Board of Directors, or in theevent such meeting is not held at the time and place so fixed by the stockholders, the meeting maybe held at such time and place as shall be specified in a notice given as hereinafter provided forspecial meetings of the Board of Directors, or as shall be specified in a written waiver signed byall of the Directors.*
*SECTION 6. Regular meetings of the Board of Directors may be held without notice at such time andat such place as shall from time to time be determined by the Board.*
*SECTION 7. Special Meetings of the Board of Directors may be called by the Chief Executive Officer,the President or the Secretary, and shall be called upon the written request of any two or moreDirectors. Notice of the time and place of such meetings shall be given in person or viaelectronic transmission or telephoned to each Director at least 24 hours prior to the time of themeeting. Notice may be mailed to each Director at least 48 hours prior to the time of the meeting.If notice is mailed, the notice shall be deemed to have been given at the time it is deposited inthe mail.*
*SECTION 8. At all meetings of the Board six (6) Directors shall constitute a quorum for thetransaction of business and the act of a majority of the Directors present at any meeting at whichthere is a quorum shall be the act of the Board of Directors, except as may be otherwisespecifically provided by statute or by the Certificate of*
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*Incorporation. If a quorum shall not bepresent at any meeting of the Board of Directors, the Directors present thereat may adjourn themeeting from time to time, without notice other than announcement at the meeting, until a quorumshall be present.*
*SECTION 9. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, anyaction required or permitted to be taken at any meeting of the Board of Directors or of anycommittee thereof may be taken without a meeting, if all members of the Board or committee, as thecase may be, consent thereto in writing, and the writing or writings are filed with the minutes ofproceedings of the Board or committee.*
*COMMITTEES OF DIRECTORS*
*SECTION 10. The Board of Directors may, by resolution passed by a majority of the whole Board,designate one or more committees, each committee to consist of one or more of the Directors of theCorporation. The Board may designate one or more Directors as alternate members of any committee,who may replace any absent or disqualified member at any meeting of the committee. Any suchcommittee, to the extent provided in the resolution, shall have and may exercise the powers of theBoard of Directors in the management of the business and affairs of the Corporation, and mayauthorize the seal of the Corporation to be affixed to all papers which may require it; provided,however, that in the absence or disqualification of any member of such committee or committees, themember or members thereof present at any meeting and not disqualified from voting, whether or nothe or they constitute a quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member. Such committee orcommittees shall have such name or names as may be determined from time to time by resolutionadopted by the Board of Directors.*
*Unless otherwise provided by the Board of Directors, a majority of the members of any committeeappointed by the Board of Directors pursuant to this Section shall constitute a quorum at anymeeting thereof and the act of a majority of the members present at a meeting at which a quorum ispresent shall be the act of such committee. Any such committee shall, subject to any rulesprescribed by the Board of Directors, prescribe its own rules for calling, giving notice of andholding meetings and its method of procedure at such meetings and shall keep a written record ofall action taken by it.*
*SECTION 11. Each committee shall keep regular minutes of its meetings and report the same to theBoard of Directors when required.*
*SECTION 12. In the absence or disqualification of one or more members of any Committee, the memberor members present at any meeting and not disqualified from voting, whether or not such member ormembers constitute a quorum, may unanimously appoint another member of theBoard of Directors to act at the meeting in the place of any such absent or disqualified member or members.*
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*COMPENSATION OF DIRECTORS*
*SECTION 13. The Directors may be paid their expenses, if any, of attendance at each meeting of theBoard of Directors and may be paid a fixed sum for attendance at each meeting of the Board ofDirectors or a stated fee as Director. No such payment shall preclude any Director from servingthe Corporation in any other capacity and receiving compensation therefor. Members of special orstanding committees may be allowed like compensation for attending committee meetings.*
*ARTICLE IV. NOTICE.*
*SECTION 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporationor of these By-Laws, notice is required to be given to any Director or stockholder, it shall not beconstrued to mean personal notice, but such notice may be given in writing, by mail, addressed tosuch Director or stockholder, at his address as it appears on the records of the Corporation, withpostage thereon prepaid, and such notice shall be deemed to be given at the time when the sameshall be deposited in the United States mail. Notice to Directors may also be given by electronictransmission (to Directors), telegram or telephone.*
*SECTION 2. Whenever any notice is required to be given under the provisions of the statutes or ofthe Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by theperson or persons entitled to said notice, whether before or after the time stated therein, shallbe deemed equivalent thereto.*
*ARTICLE V. OFFICERS.*
*SECTION 1. The officers of the Corporation shall be chosen by the Board of Directors and shall bea Chief Executive Officer, Secretary and Chief Financial Officer. The Board of Directors may alsochoose a President and one or more Vice Presidents. The Board of Directors may designate one ormore of the Vice Presidents as Senior Vice President or Executive Vice President and may usedescriptive words or phrases to designate the standing, seniority or area of special competence ofthe Vice Presidents. Any number of offices may be held by the same person, unless the Certificateof Incorporation or these By-Laws otherwise provide.*
*SECTION 2. The Board of Directors at its first meeting after each annual meeting of stockholdersshall choose a Chief Executive Officer, a Chief Financial Officer and a Secretary.*
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*SECTION 3. The Board of Directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise such powers and performsuch duties as shall be determined from time to time by the Board.*
*SECTION 4. The Board of Directors shall fix the compensation of the Chief Executive Officer and,unless otherwise established by the Board of Directors or a committee appointed by the Board ofDirectors, the Chief Executive Officer shall fix the compensation of any or all other officers ofthe Corporation.*
*SECTION 5. The officers of the Corporation shall hold office until their successors are chosen andqualify. Any officer elected or appointed by the Board of Directors may be removed at any time bythe affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any officeof the Corporation shall be filled by the Board of Directors.*
*CHIEF EXECUTIVE OFFICER*
*SECTION 6. The Chief Executive Officer shall be the chief executive officer of the Corporation andshall have general and active control of its business and affairs. He shall preside at themeetings of the stockholders and the Board of Directors, and may exercise any and all of the powersof a chief executive officer. The Chief Executive Officer shall have such other powers and dutiesas may be assigned to or vested in him from time to time by the Board of Directors or by theExecutive Committee.*
*SECTION 7. The Chief Executive Officer may execute bonds, mortgages and other contracts requiringa seal, under the seal of the Corporation, except where required or permitted by law to beotherwise signed and executed and except where the signing and execution thereof shall be expresslydelegated by the Board of Directors to some other officer or agent of the Corporation.*
*THE PRESIDENT*
*SECTION 8. The President, if one shall be chosen, shall have general supervision and direction ofall other officers of the Corporation, subject to the direction of the Board of Directors, andshall carry into effect the orders of the Board of Directors and Chief Executive Officer of theBoard of Directors. The President shall also have such other duties and powers as may be assignedto or vested in him from time to time by the Board of Directors or by the Executive Committee.*
*THE VICE PRESIDENTS*
*SECTION 9. The Vice Presidents shall assist the Chief Executive Officer, and shall perform suchother duties as may from time to time be directed by the Board of Directors, the Chief ExecutiveOfficer or the President.*
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*THE SECRETARY AND ASSISTANT SECRETARY*
*SECTION 10. The Secretary shall attend all meetings of the Board of Directors and all meetings ofthe stockholders and record all the proceedings of the meetings of the Corporation and of the Boardof Directors in a book to be kept for that purpose and shall perform like duties for the standingcommittees when required. He shall give, or cause to be given, notice of all meetings ofthe stockholders and special meetings of the Board of Directors, and shall perform such otherduties as may be prescribed by the Board of Directors or President, under whose supervision heshall be. He shall have custody of the corporate seal of the Corporation and he, or an assistantsecretary, shall have authority to affix the same to any instrument requiring it and when soaffixed it may be attested by his signature or by the signature of such assistant secretary. TheBoard of Directors may give general authority to any other officer to affix the seal of theCorporation and to attest the affixing by his signature.*
*SECTION 11. The Assistant Secretary, or if there be more than one, the Assistant Secretaries inthe order determined by the Board of Directors (or if there be no such determination, then in theorder of their election), shall, in the absence of the Secretary or in the event of his inabilityor refusal to act, perform the duties and exercise the powers of the Secretary and shall performsuch other duties and have such other powers as the Board of Directors may from time to timeprescribe.*
*THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURER*
*SECTION 12. The Chief Financial Officer shall have the custody of the corporate funds andsecurities and shall keep full and accurate accounts of receipts and disbursements in booksbelonging to the Corporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the Corporation in such depositories as may be designated by the Board ofDirectors.*
*SECTION 13. He shall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render to the President and theBoard of Directors, at its regular meetings, or when the Board of Directors so requires, an accountof all his transactions as treasurer and of the financial condition of the Corporation.*
*SECTION 14. If required by the Board of Directors, he shall give the Corporation a bond (whichshall be renewed every six years) in such sum and with such surety or sureties as shall besatisfactory to the Board of Directors for the faithful performance of the duties of his office andfor the restoration to the Corporation, in case of his death, resignation, retirement or removalfrom office, of all books, papers, vouchers, money and other property of whatever kind in hispossession or under his control belonging to the Corporation.*
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*SECTION 15. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurersin the order determined by the Board of Directors (or if there be no such determination, then inthe order of their election), shall, in the absence of the Chief Financial Officer or in the eventof his inability or refusal to act, perform the duties and exercise the powers of the Treasurer andshall perform such other duties and have such other powers as the Board of Directors may from timeto time prescribe.*
*ARTICLE VI. CERTIFICATES OF STOCK.*
*SECTION 1. Except as otherwise provided in the Certificate of Incorporation, every holder of stockin the Corporation shall be entitled to have a certificate, signed by, or in the name of theCorporation by, the Chief Executive Officer, the President or a Vice President and the ChiefFinancial Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of theCorporation, certifying the number of shares owned by him in the Corporation.*
*SECTION 2. If the Corporation shall be authorized to issue more than one class or more than oneseries of any class, the designations, preferences and relative, participating, optional or otherspecial rights of each class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full or summarized on the faceor back of the certificate which the Corporation shall issue to represent such class or series ofstock, provided that, except as otherwise provided in Section 202 of the General Corporation Law ofDelaware, in lieu of the foregoing requirements, there may be set forth on the face or back of thecertificate which the Corporation shall issue to represent such class or series of stock, astatement that the Corporation will furnish without charge to each stockholder who so requests thedesignations, preferences and relative, participating, optional or other special rights of eachclass of stock or series thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights.*
*SECTION 3. Where a certificate is countersigned (1) by a transfer agent other than the Corporationor its employees, or, (2) by a registrar other than the Corporation or its employees, thesignatures of the officers of the Corporation may be facsimiles. In case any officer who hassigned or whose facsimile signature has been placed upon a certificate shall have ceased to be suchofficer before such certificate is issued, it may be issued by the Corporation with the same effectas if he were such officer at the date of issue.*
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*LOST CERTIFICATES*
*SECTION 4. The Board of Directors may direct a new certificate or certificates to be issued inplace of any certificate or certificates theretofore issued by the Corporation alleged to have beenlost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming thecertificate of stock to be lost, stolen or destroyed. When authorizing such issue of a newcertificate or certificates, the Board of Directors may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificateor certificates, or his legal representative, to advertise the same in such manner as it shallrequire and/or to give the Corporation a bond in such sum as it may direct as indemnity against anyclaim that may be made against the Corporation with respect to the certificate alleged to have beenlost, stolen or destroyed.*
*TRANSFER OF STOCK*
*SECTION 5. Upon surrender to the Corporation or the transfer agent of the Corporation of acertificate for shares duly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the Corporation to cause to be issued a newcertificate to the person entitled thereto, cancel the old certificate and record the transactionupon its books.*
*FIXING RECORD DATE*
*SECTION 6. In order that the Corporation may determine the stockholders entitled to notice of orto vote at any meeting of stockholders or any adjournment thereof, or to express consent tocorporate action in writing without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which shall not be more than sixty nor less than tendays before the date of such meeting, nor more than sixty days prior to any other action. Adetermination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.*
*REGISTERED STOCKHOLDERS*
*SECTION 7. The Corporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and to vote as such owner, andto hold liable for calls and assessments a person registered on its books as the owner of shares,and shall not be bound to recognize any equitable or other claim to or interest in such share orshares on the part of any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of Delaware.*
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*ARTICLE VII. GENERAL PROVISIONS.*
*DIVIDENDS*
*SECTION 1. Dividends upon the capital stock of the Corporation, subject to the provisions of theCertificate of Incorporation, if any, may be declared by the Board of Directors, or a dulyconstituted Committee thereof, at any regular or special meeting, pursuant to law. Dividends maybe paid in cash, in property, or in shares of the capital stock, subject to the provisions of theCertificate of Incorporation.*
*SECTION 2. Before payment of any dividend, there may be set aside out of any funds of theCorporation available for dividends such sum or sums as the Directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, or for such otherpurpose as the Directors shall think conducive to the interest of the Corporation, and theDirectors may modify or abolish any such reserve in the manner in which it was created.*
*ANNUAL STATEMENT*
*SECTION 3. The Board of Directors shall present at each annual meeting, and at any special meetingof the stockholders when called for by vote of the stockholders, a full and clear statement of thebusiness and condition of the Corporation.*
*CHECKS*
*SECTION 4. All checks or demands for money and notes of the Corporation shall be signed by suchofficer or officers or such other person or persons as the Board of Directors may from time to timedesignate.*
*FISCAL YEAR*
*SECTION 5. The fiscal year of the Corporation shall be fixed by resolution of the Board ofDirectors.*
*SEAL*
*SECTION 6. The corporate seal shall have inscribed thereon the name of the Corporation, the yearof its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing itor a facsimile thereof to be impressed or affixed or reproduced or otherwise.*
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*ARTICLE VIII. AMENDMENTS.*
*SECTION 1. These By-Laws may be altered or repealed at any regular meeting of the stockholders orof the Board of Directors or at any special meeting of the stockholders or of the Board ofDirectors if notice of such alteration or repeal be contained in the notice of such specialmeeting.*
*ARTICLE IX. MISCELLANEOUS.*
*SECTION 1. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer or thePresident, or any Vice President, or the Secretary or the Chief Financial Officer in person or byproxy or proxies appointed by any of them shall have full power and authority on behalf of theCorporation to vote, act and consent with respect to any shares of stock issued by othercorporations which the Corporation may own or as to which the Corporation otherwise has the rightto vote, act or consent.*
*SECTION 2. In the event the protective conditions or restrictions of any outstanding series ofPreferred Stock, fixed by the Board of Directors pursuant to the authority conferred upon the Boardof Directors by the Certificate of Incorporation and Section 151 of Title 8 of the Delaware Code of1953, are inconsistent with any provision of these By-Laws, such provision shall be deemed to beamended to remove any inconsistency.*
*SECTION 3.**Business Combinations with interested Stockholders**. Pursuant to the provisionsof Section 203(a)(2) of the General Corporation Law of Delaware, the Corporation, by action of theBoard, expressly elects not to be governed by Section 203 of the General Corporation Law ofDelaware, dealing with the business combinations with interested stockholders. Notwithstandinganything to the contrary in these By-Laws, the provisions of this Section may not be furtheramended by the Board except as may be specifically authorized by the General Corporation Law.*
*Article X. INDEMNIFICATION*
*1.*  *The Corporation shall indemnify any person who was or is a party or is threatened to be madea party to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative(other than an action by or in the right of theCorporation) by reason of the fact that he is or was a Director, officer, employee or agent ofthe Corporation, or is or was serving at the request of the Corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with such action, suit orproceeding if he acted in good faith and*
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   *in a manner he reasonably believed to be in or notopposed to the best interests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful. The termination ofany action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea ofnolo contendere or its equivalent, shall not, of itself, create a presumption that the persondidnot act in good faith and in a manner which he reasonably believed to be in or not opposed tothe best interests of the Corporation, and, with respect to any criminal action or proceeding,had reasonable cause to believe that his conduct was unlawful.* *2.*  *The Corporation shall indemnify any person who was or is a party or is threatened to be madea party to any threatened, pending or completed action or suit by or in the right of theCorporation to procure a judgment in its favor by reason of the fact that he is or was aDirector, officer, employee or agent of the Corporation, or is or was serving at the requestof the Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against expenses (including attorneys’fees) actually and reasonably incurred by him in connection with the defense or settlement ofsuch action or suit if he acted in good faith and in a manner he reasonably believed to be inor not opposed to the best interests of the Corporation and except that no indemnificationshall be made in respect of any claim, issue or matter as to which such person shall have beenadjudged to be liable to the Corporation unless and only to the extent that the Court ofChancery of the State of Delaware or the court in which such action or suit was brought shalldetermine upon application that despite the adjudication of liability but in view of all thecircumstances of the case, such person is fairly and reasonably entitled to indemnity for suchexpenses which the Court of Chancery of the State of Delaware or such other court shall deemproper.* *3.*  *To the extent that any person referred to in paragraphs 1 and 2 of this Article TEN has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding referred totherein or in defense or any claim, issue or matter therein, he shall be indemnified againstexpenses (including attorneys’ fees) actually and reasonably incurred by him in connectiontherewith.* *4.*  *Any indemnification under paragraphs 1 and 2 of this Article TEN, (unless ordered by a court)shall be made by the Corporation only as authorized in the specific case upon a determinationthat indemnification of the Director, officer, employee or agent is proper in thecircumstances because he has met the applicable standard of conduct set forth in paragraphs 1and 2 of this Article TEN. Such determination shall be made (a) by the Board of Directors bya majority vote of a quorum (as defined in the By-Laws of the Corporation) consisting ofDirectors who were not parties to such action, suit or proceeding, or (b) if such quorum isnot obtainable, or, even if obtainable a quorum of disinterested Directors so directs, byindependent legal counsel in a written opinion, or (c) by the stockholders.*
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*5.*  *Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid bythe Corporation in advance of the final disposition of such action, suit or proceeding asauthorized by the Board of Directors in the manner provided in paragraph one of this ArticleTEN upon receipt of an undertaking by or on behalf of the Director, officer, employee or agentto repay such amount if it shall ultimately be determined that he is not entitled to beindemnified by the Corporation as provided in this Article TEN.* *6.*  *The indemnification and advancement of expenses provided by or granted pursuant to the otherprovisions of this Article TEN shall not be deemed exclusive of any other rights to whichthose indemnified may be entitled under any statute, by-law, agreement, vote of stockholdersor disinterested Director or otherwise, both as to action in his official capacity and as toaction in another capacity while holding such office.* *7.*  *The Corporation shall have power to purchase and maintain insurance on behalf of any personwho is or was a Director, officer, employee or agent of the Corporation, or is or was servingat the request of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, against any liabilityasserted against him and incurred by him in any such capacity, or arising out of his status assuch, whether or not the Corporation would have the power to indemnify him against suchliability under the provisions of this Article TEN.* *8.*  *For purposes of this Article references to “other enterprises” shall include employee benefitplans; references to “fines” shall include any excess taxes assessed on a person with respectto any employee benefit plan; and references to “serving at the request of the Corporation”shall include any service as a director, officer, employee or agent of the Corporation whichimposes duties on or involves services by such director, officer, employee or agent withrespect to an employee benefit plan, its participants or beneficiaries; and a person who actedin good faith and in a manner he reasonably believed to be in the interest of the participantsand beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “notopposed to the best interests of the Corporation” as referred to in this Article.* *9.*  *The indemnification and advancement of expenses provided by, or granted pursuant to thisArticle TEN shall continue as to a person who has ceased to be a director, officer, employeeor agent and shall inure to the benefit of the heirs, executors and administrators of such aperson.*
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