A. The Corporation shall indemnify all of the members of the Board of Directors, the Service Board and the officers who may serve or have served at any time as such to the fullest extent (1) not covered by insurance and (2) permitted and authorized pursuant to the General Laws of the Commonwealth of Massachusetts or any law amending or replacing the same against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he/she may become involved by reason of his/her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he/she is successful on the merits, the proceeding was authorized by a majority of the full Service Board or the proceedings seeks a declaratory judgment regarding his/her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he/she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the corporation or to the extent such matter relates to service with respect to an employee benefit plan in the reasonable belief that his/her action was in the best interests of the participants or beneficiaries of such employee benefit plan.
Such indemnification may, to the extent authorized by the corporation, include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he/she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment. The payment of any such indemnification shall be conclusively deemed authorized by the Corporation under this article and each Director and, Service Board member or Officer of the Corporation approving such payment shall be wholly protected, if:
1. Payment has been approved or ratified by
(a) a majority vote of a quorum of the Service Board Members consisting of persons who are not at that time parties to the proceeding,
(b) by a majority vote of a committee of two or more Service Board members who are not at that time parties to the proceeding and are selected for this purpose by the full Service Board (in which selection Service Board members who are parties may participate), or
(c) by a majority vote of a quorum of the members of all classes entitled to vote for Service Board members, voting as a single class, which quorum shall consist of members who are not at that time parties to the proceeding; or
2. The action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the Service Board or in the manner specified in clauses (a), (b) or (c) of subparagraph 1.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a Director, member of the Service Board, Officer or other person entitled to indemnification hereunder.
The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which such Director, member of the Service Board or Officer or other person may be entitled under any agreement or pursuant to any action taken by the Board of Directors, Service Board members or members of the Corporation or otherwise.
B. The Service Board, in its discretion, shall have the power, on behalf of the Corporation, to indemnify any person, other than members of the Service Board or Board of Directors and the Officers, made a party to any action, proceeding or suit by reason of the fact that such person is or was a member, employee or agent of the Corporation.