REASONABLY INCURRED BY HIM OR HER OR ON HIS OR
HER BEHALF IN CONNECTION WITH ANY PROCEEDING BUT NOT, HOWEVER, FOR THE TOTAL
AMOUNT THEREOF, THE BANK SHALL NEVERTHELESS INDEMNIFY INDEMNITEE FOR THE PORTION
OF SUCH EXPENSES, JUDGMENTS, FINES, PENALTIES OR AMOUNTS PAID IN SETTLEMENT TO
WHICH INDEMNITEE IS ENTITLED.
12.
SUBROGATION.
IN THE EVENT OF ANY PAYMENT
UNDER THIS AGREEMENT, THE BANK SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT
TO ALL OF THE RIGHTS OF RECOVERY OF INDEMNITEE, WHO SHALL EXECUTE ALL PAPERS
REQUIRED AND TAKE ALL ACTION NECESSARY TO SECURE SUCH RIGHTS, INCLUDING
EXECUTION OF SUCH DOCUMENTS AS ARE NECESSARY TO ENABLE THE BANK TO BRING SUIT TO
ENFORCE SUCH RIGHTS.
13.
TERM OF AGREEMENT.
THIS AGREEMENT SHALL
CONTINUE UNTIL AND TERMINATE UPON THE LATER OF (A) SIX YEARS AFTER THE DATE THAT
INDEMNITEE SHALL HAVE CEASED TO SERVE AS A DIRECTOR OF THE BANK OR, AT THE
REQUEST OF THE BANK, AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE, FIDUCIARY,
EMPLOYEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST,
EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE OR (B) THE FINAL TERMINATION OF ALL
PROCEEDINGS PENDING ON THE DATE SET FORTH IN CLAUSE (A) IN RESPECT OF WHICH
INDEMNITEE IS GRANTED RIGHTS OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
HEREUNDER AND OF ANY PROCEEDING COMMENCED BY INDEMNITEE PURSUANT TO PARAGRAPH 8
OF THIS AGREEMENT RELATING THERETO.
14.
INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.
THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES PROVIDED BY THIS AGREEMENT SHALL
NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH INDEMNITEE MAY BE ENTITLED
UNDER THE BANK'S ARTICLES OF ORGANIZATION OR BYLAWS, ANY AGREEMENT, ANY VOTE OF
SHAREHOLDERS OR DIRECTORS OF THE BANK, ANY APPLICABLE LAW (COMMON OR STATUTORY)
OR OTHERWISE, BOTH AS TO ACTION IN INDEMNITEE'S OFFICIAL CAPACITY AND AS TO
ACTION IN ANOTHER CAPACITY WHILE HOLDING OFFICE FOR THE BANK, AND NOTHING IN
THIS AGREEMENT SHALL BE DEEMED TO WAIVE ANY SUCH OTHER RIGHTS.
NOTHING IN THIS
AGREEMENT SHALL BE DEEMED TO PROHIBIT THE BANK FROM PURCHASING AND MAINTAINING
INSURANCE, AT ITS EXPENSE, TO PROTECT ITSELF OR
7
INDEMNITEE AGAINST ANY EXPENSE, LIABILITY OR LOSS INCURRED BY IT OR HIM OR HER
IN ANY SUCH CAPACITY, OR ARISING OUT OF INDEMNITEE'S STATUS AS SUCH, WHETHER OR
NOT INDEMNITEE WOULD BE INDEMNIFIED AGAINST SUCH EXPENSE, LIABILITY OR LOSS
UNDER THIS AGREEMENT.
15.
NO SPECIAL RIGHTS.
NOTHING HEREIN SHALL
CONFER UPON INDEMNITEE ANY RIGHT TO CONTINUE TO SERVE AS A DIRECTOR OF THE BANK
FOR ANY PERIOD OF TIME, OR AT ANY PARTICULAR RATE OF COMPENSATION.
16.
SAVINGS CLAUSE.
IF THIS AGREEMENT OR ANY
PORTION THEREOF SHALL BE INVALIDATED ON ANY GROUND BY ANY COURT OF COMPETENT
JURISDICTION, THEN THE BANK SHALL NEVERTHELESS INDEMNIFY INDEMNITEE AGAINST
LIABILITIES WITH RESPECT TO ANY PROCEEDING TO THE FULL EXTENT PERMITTED BY ANY
APPLICABLE PORTION OF THIS AGREEMENT THAT SHALL NOT HAVE BEEN INVALIDATED, AND
THIS AGREEMENT SHALL BE INTERPRETED TO GIVE EFFECT, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TO THE INTENT OF THE INVALIDATED PROVISION.
17.
COUNTERPARTS.