THEN OUTSTANDING VOTING SECURITIES ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS, AS THE CASE MAY BE, OF THE CORPORATION RESULTING FROM SUCH BUSINESS
COMBINATION (INCLUDING, WITHOUT LIMITATION, A CORPORATION WHICH AS A RESULT OF
SUCH TRANSACTION OWNS THE BANK OR ALL OR SUBSTANTIALLY ALL OF THE BANK'S ASSETS
EITHER DIRECTLY OR THROUGH ONE OR MORE SUBSIDIARIES) IN SUBSTANTIALLY THE SAME
PROPORTIONS AS THEIR OWNERSHIP, IMMEDIATELY PRIOR TO SUCH BUSINESS COMBINATION
OF THE OUTSTANDING COMPANY COMMON STOCK AND OUTSTANDING COMPANY VOTING
SECURITIES, AS THE CASE MAY BE, (II) NO PERSON (EXCLUDING ANY CORPORATION
RESULTING FROM SUCH BUSINESS COMBINATION OR ANY EMPLOYEE BENEFIT PLAN (OR
RELATED TRUST) OF THE BANK OR SUCH CORPORATION RESULTING FROM SUCH BUSINESS
COMBINATION) BENEFICIALLY OWNS, DIRECTLY OR INDIRECTLY, 25% OR MORE OF,
RESPECTIVELY, THE THEN OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION
RESULTING FROM SUCH BUSINESS COMBINATION OR THE COMBINED VOTING POWER OF THE
THEN OUTSTANDING VOTING SECURITIES OF SUCH CORPORATION EXCEPT TO THE EXTENT THAT
SUCH OWNERSHIP EXISTED PRIOR TO THE BUSINESS COMBINATION AND (III) AT LEAST A
MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION RESULTING
FROM SUCH BUSINESS COMBINATION WERE MEMBERS OF THE INCUMBENT BOARD AT THE TIME
OF THE EXECUTION OF THE INITIAL AGREEMENT, OR OF THE ACTION OF THE BOARD,
PROVIDING FOR SUCH BUSINESS COMBINATION.
2.
INDEMNIFICATION.
(A)
SUBJECT TO PARAGRAPHS 3, 5 AND 7, THE BANK
SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW (AS SUCH MAY BE AMENDED FROM TIME
TO TIME), INDEMNIFY INDEMNITEE IN CONNECTION WITH ANY PROCEEDING AS TO WHICH
INDEMNITEE IS, WAS OR IS THREATENED TO BE MADE A PARTY (OR IS OTHERWISE
INVOLVED) BY REASON OF INDEMNITEE'S CORPORATE STATUS.
IN FURTHERANCE OF THE
FOREGOING AND WITHOUT LIMITING THE GENERALITY THEREOF, THE BANK SHALL INDEMNIFY
INDEMNITEE, IF INDEMNITEE WAS, IS OR IS THREATENED TO BE MADE A DEFENDANT OR
RESPONDENT IN A PROCEEDING BECAUSE OF INDEMNITEE'S CORPORATE STATUS AGAINST
LIABILITY INCURRED IN THE PROCEEDING IF (I) (1) INDEMNITEE CONDUCTED HIMSELF OR
HERSELF IN GOOD FAITH, AND (2) INDEMNITEE REASONABLY BELIEVED THAT HIS OR HER
CONDUCT WAS IN THE BEST INTERESTS OF THE BANK OR THAT HIS OR HER CONDUCT WAS AT
LEAST NOT OPPOSED TO THE BEST INTERESTS OF THE BANK, AND (3) IN THE CASE OF ANY
CRIMINAL PROCEEDING, INDEMNITEE HAD NO REASONABLE CAUSE TO BELIEVE HIS OR HER
CONDUCT WAS UNLAWFUL, OR (II) INDEMNITEE ENGAGED IN CONDUCT FOR WHICH INDEMNITEE
SHALL NOT BE LIABLE UNDER A PROVISION OF THE BANK'S ARTICLES OF ORGANIZATION.
(B)
INDEMNITEE'S CONDUCT WITH RESPECT TO AN
EMPLOYEE BENEFIT PLAN FOR A PURPOSE INDEMNITEE REASONABLY BELIEVED TO BE IN THE
INTERESTS OF THE PARTICIPANTS IN, AND THE BENEFICIARIES OF, THE PLAN IS CONDUCT
THAT SATISFIES THE REQUIREMENT THAT INDEMNITEE'S CONDUCT WAS AT LEAST NOT
OPPOSED TO THE BEST INTERESTS OF THE BANK.
(C)
THE TERMINATION OF A PROCEEDING BY
JUDGMENT, ORDER, SETTLEMENT OR CONVICTION, OR UPON A PLEA OF NOLO CONTENDERE OR
ITS EQUIVALENT, IS NOT, OF ITSELF, DETERMINATIVE THAT INDEMNITEE DID NOT MEET
THE