Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any person who was or is a party or is threatened to be made a 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 the corporation) by reason of the fact that such person is or was a director or officer of the 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, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VII.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any Each person who was or is made a party to, or is threatened to be made a party to to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, legislative, investigative or investigative any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution (other than an action by including but not limited to giving testimony or in the right responding to a subpoena) and including any appeal of any of the corporation) foregoing (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the corporationCorporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the corporation Corporation as a director, officer, employee employee, agent or agent trustee of another corporation, or of a partnership, joint venture, employee benefit plan, trust or other enterpriseenterprise or non-profit entity, or if such person has previously been designated including service with respect to employee benefit plans (for indemnification purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the resolution Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the Board of Directors, an employee or agent of extent that such amendment permits the CorporationCorporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against expenses all expenses, costs, liability and loss (including attorneys' ’ fees), judgments, fines fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection with therewith, provided such action, suit or proceeding if such person Indemnitee acted in good faith and in a manner such person that the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporationCorporation, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe such person's the Indemnitee’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, Such indemnification shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed continue as to an Indemnitee who has ceased to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporationCorporation and shall inure to the benefits of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing or is Section 6.2, subject to Section 6.5 of this Article VI, the Corporation shall not be required to indemnify or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against advance expenses (including attorneys' fees) actually and reasonably incurred by such person any Indemnitee seeking indemnity in connection with the defense a Proceeding initiated by such Indemnitee or settlement of such action in defending any counterclaim, cross-claim, affirmative defense, or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests like claim of the corporation and except that no indemnification shall be made Corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to a Proceeding unless such Proceeding was authorized by the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery Board or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification is authorized by an agreement approved by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VIIBoard.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, to To the fullest extent permitted by Section 145 of the General Corporation Law of the State of DelawareDelaware (the "DGCL") or any successor provisions thereto, as amended, (A) the Corporation shall (1) indemnify any person who was or is a party party, or is threatened to be made a party party, to any threatened, pending or completed action, suit or proceeding ("proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding and (2) pay, upon receipt of any undertaking to repay amounts advanced required by the DGCL, expenses incurred by such person in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, and (B) the Corporation may (1) indemnify any person who was or is a party, or is threatened to be made a 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 the corporation) investigative, by reason of the fact that such person is or was a director or officer of the 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, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and (2. indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against ) pay expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense defending a civil or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any criminal action, suit or proceeding referred in advance of the final disposition of such action, suit or proceeding. Notwithstanding clause (A)(1) of the preceding sentence, the Corporation shall be required to indemnify an indemnitee in Article VII.A.1 connection with a proceeding (or part thereof) commenced by such indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors of the Corporation. The foregoing indemnification and 2, or in defense advancement of expenses provisions shall not be deemed exclusive of any other rights to indemnification or advancement of expenses to which any such person may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise and are deemed to be contract rights with respect to each person entitled to the benefits of such new provisions. Any change in law that purports to restrict the ability of the Corporation to indemnify or advance expenses to any such person shall not affect the Corporation's obligation or right to indemnify and advance expenses to any such person with respect to any action, claim, issue suit or matter therein; and 4. make any indemnification under Article VIIproceeding that occurred or arose or that is based on events or acts that occurred or arose, prior to such change in law.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any Each person who was or is made a party to, or is threatened to be made a party to to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, legislative or investigative any other type whatsoever (other than an action by or in the right of the corporation) a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the corporationCorporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the corporation Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), whether the basis of such Proceeding is alleged action or omission in an official capacity as a director, officer, employee or agent of another corporationor in any other capacity while serving as a director, partnership, joint ventureofficer, employee benefit planor agent, trust or other enterprise, or if such person has previously been designated for indemnification shall be indemnified and held harmless by the resolution Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the Board of Directors, an employee or agent of extent that such amendment permits the CorporationCorporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against expenses all expenses, liability and loss (including attorneys' ’ fees), judgments, fines fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement actually and settlement) reasonably incurred by such person Indemnitee in connection with such actionProceeding, suit or proceeding if provided such person Indemnitee acted in good faith and in a manner such person that the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporationCorporation, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe such person's the Indemnitee’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, Such indemnification shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed continue as to an Indemnitee who has ceased to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporationCorporation and shall inure to the benefit of such Indemnitees’ heirs, or is or was serving at executors and administrators. Notwithstanding the request foregoing, subject to Section 6.5 of these Bylaws, the corporation as a director, officer, employee or agent of another corporation, joint venture, employee benefit plan, trust or other enterprise, or if Corporation shall indemnify any such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person Indemnitee seeking indemnity in connection with the defense a Proceeding (or settlement of part thereof) initiated by such action or suit Indemnitee only if such person acted in good faith and in a manner such person reasonably believed to be in Proceeding (or not opposed to part thereof) was authorized by the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery Board or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification is authorized by an agreement approved by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VIIBoard.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, bank shall indemnify and advance expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any person who was or is a party or witness, or is threatened to be made a party or witness, to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) investigative, including grand jury proceedings, by reason of the fact that such person is or was a director or officer of the corporationbank or, while a director or is officer of the bank is, or was serving at the request of the corporation bank as a member, director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an including service with respect to employee or agent of the Corporationbenefit plans, against expenses (including attorneys' reasonable costs, charges, expenses, attorney’s fees), judgments, fines fines, penalties and amounts reasonably paid in settlement to the extent actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding, or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Minnesota Statutes, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article V shall apply to or have any effect on the rights of any individual referred to in this Article V for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal. Entitlement to indemnification under this Section 5.1 shall be conditional upon the bank being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed or any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be in or not opposed to a contract between the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith bank and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any each person who was is now serving or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was who shall hereafter serve as a director or officer of the corporation, bank. Each person who is now serving or is who shall hereafter serve as a director or was serving at the request officer of the corporation bank shall be deemed to be serving in reliance upon the rights to identification provided hereunder, and such rights to indemnification shall continue as a director, officer, employee or agent of another corporation, joint venture, employee to any person who has ceased to serve in such capacity and shall inure to the benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually heirs and reasonably incurred by such person in connection with the defense or settlement personal representative of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VIIperson.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, shall indemnify and advance expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any person who was or is a party or witness, or is threatened to be made a party or witness, to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) investigative, including grand jury proceedings, by reason of the fact that such person is or was a director or officer of the corporationbank or, while a director or is officer of the bank is, or was serving at the request of the corporation bank as a member, director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an including service with respect to employee or agent of the Corporationbenefit plans, against expenses (including attorneys' reasonable costs, charges, expenses, attorney’s fees), judgments, fines fines, penalties and amounts reasonably paid in settlement to the extent actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding, or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Iowa Banking Act, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article V shall apply to or have any effect on the rights of any individual referred to in this Article V for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal. Entitlement to indemnification under this Section 5.1 shall be conditional upon the bank being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed or any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be in or not opposed to a contract between the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith bank and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any each person who was is now serving or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was who shall hereafter serve as a director or officer of the corporation, bank. Each person who is now serving or is who shall hereafter serve as a director or was serving at the request officer of the corporation bank shall be deemed to be serving in reliance upon the rights to identification provided hereunder, and such rights to indemnification shall continue as a director, officer, employee or agent of another corporation, joint venture, employee to any person who has ceased to serve in such capacity and shall inure to the benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually heirs and reasonably incurred by such person in connection with the defense or settlement personal representative of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VIIperson.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, shall indemnify and advance expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any person who was or is a party or witness, or is threatened to be made a party or witness, to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) investigative, including grand jury proceedings, by reason of the fact that such person is or was a director or officer of the corporationcorporation or, while a director or is officer of the corporation is, or was serving at the request of the corporation as a member, director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an including service with respect to employee or agent of the Corporationbenefit plans, against expenses (including attorneys' reasonable costs, charges, expenses, attorney’s fees), judgments, fines fines, penalties and amounts reasonably paid in settlement to the extent actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding, or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Iowa Business Corporation Act, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article XII shall apply to or have any effect on the rights of any individual referred to in this Article XII for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal. Entitlement to indemnification under this Section 12.1 shall be conditional upon the corporation being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed or any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be in or not opposed to a contract between the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith corporation and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any each person who was is now serving or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was who shall hereafter serve as a director or officer of the corporation, . Each person who is now serving or is who shall hereafter serve as a director or was serving at the request officer of the corporation shall be deemed to be serving in reliance upon the rights to identification provided hereunder, and such rights to indemnification shall continue as a director, officer, employee or agent of another corporation, joint venture, employee to any person who has ceased to serve in such capacity and shall inure to the benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually heirs and reasonably incurred by such person in connection with the defense or settlement personal representative of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VIIperson.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any Each person who was or is made a party to, or is threatened to be made a party to to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, legislative or investigative any other type whatsoever (other than an action by or in the right of the corporation) a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the corporationCorporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the corporation Corporation as a director, officer, employee employee, agent or agent trustee of another corporation, or of a partnership, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated including service with respect to employee benefit plans (for indemnification purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the resolution Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the Board of Directors, an employee or agent of extent that such amendment permits the CorporationCorporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against expenses all expenses, liability and loss (including attorneys' ’ fees), judgments, fines fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement actually and settlement) reasonably incurred or suffered by such person Indemnitee in connection with therewith, provided such action, suit or proceeding if such person Indemnitee acted in good faith and in a manner such person that the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporationCorporation, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe such person's the Indemnitee’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, Such indemnification shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed continue as to an Indemnitee who has ceased to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporationCorporation and shall inure to the benefit of such Indemnitees’ heirs, or is or was serving at executors and administrators. Notwithstanding the request foregoing, subject to Section 6.5 of these Bylaws, the corporation as a director, officer, employee or agent of another corporation, joint venture, employee benefit plan, trust or other enterprise, or if Corporation shall indemnify any such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person Indemnitee seeking indemnity in connection with the defense a Proceeding (or settlement of part thereof) initiated by such action or suit Indemnitee only if such person acted in good faith and in a manner such person reasonably believed to be in Proceeding (or not opposed to part thereof) was authorized by the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery Board or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification is authorized by an agreement approved by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VIIBoard.

Indemnification of Officers and Directors. 8.1 The corporation shall: 1. indemnify, Corporation shall indemnify its directors and officers to the fullest extent permitted by under the General Corporation Law Act, as it exists on the date hereof or as it may hereafter be amended. Without limiting the generality of the State of Delaware, as amended, foregoing: (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a 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 the corporationCorporation) by reason of the fact that such the person is or was a director or officer of the corporationofficer, or is or was serving at the request of the corporation Corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such the person in connection with such action, suit or proceeding if such the person acted in good faith and in a manner such the person reasonably believed to be in or not opposed to the best interests of the corporationCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such the person's conduct was unlawful. The termination of any action, suit, suit or proceeding by judgment, order, settlement, conviction conviction, or upon a plea of nolo contendre contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such the person reasonably believed to be in or not opposed to the best interests of the corporationCorporation, and and, with respect to any criminal action or proceeding, had reasonable cause to believe that such the person's conduct was unlawful; and. 2. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation Corporation to procure a judgment in its favor by reason of the fact that such the person is or was a director director, officer, employee or officer agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such the person in connection with the defense or settlement of such action or suit if such the person acted in good faith and in a manner such the person reasonably believed to be in or not opposed to the best interests of the corporation Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and. 3. indemnify any director or officer, or, if such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' feesc) actually and reasonably incurred by such person in connection therewith, to To the extent that such director, officer, employee a present or agent former director or officer of the corporation Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 subsections (a) and 2(b) of this Section 8.1, or in defense of any claim, issue or matter therein; and, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. 4. make any (d) Any indemnification under Article VIIsubsections (a) and (b) of this Section 8.1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 8.1. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Section 8.1. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 8.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. (g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the 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 other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under this Section 8.1. (h) For purposes of this Section 8.1, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section 8.1 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

Indemnification of Officers and Directors. The corporation shall: 1. indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended, any Each person who was or is a party to, or is threatened to be made a party to to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, legislative or investigative any other type whatsoever (other than an action by or in the right of the corporation) a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the corporationCorporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the corporation Corporation as a director, officer, employee employee, agent or agent trustee of another corporation, or of a partnership, joint venture, employee benefit plan, trust or other enterprise, or if such person has previously been designated including service with respect to employee benefit plans (for indemnification purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the resolution Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the Board of Directors, an employee or agent of extent that such amendment permits the CorporationCorporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against expenses all expenses, liability and loss (including attorneys' ’ fees), judgments, fines fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement actually and settlement) reasonably incurred or suffered by such person Indemnitee in connection with therewith, provided such action, suit or proceeding if such person Indemnitee acted in good faith and in a manner such person that the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporationCorporation, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe such person's the Indemnitee’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, Such indemnification shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed continue as to an Indemnitee who has ceased to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful; and 2. indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporationCorporation and shall inure to the benefit of such Indemnitees’ heirs, or is or was serving at executors and administrators. Notwithstanding the request foregoing, subject to Section 6.5 of these Bylaws, the corporation as a director, officer, employee or agent of another corporation, joint venture, employee benefit plan, trust or other enterprise, or if Corporation shall indemnify any such person has previously been designated for indemnification by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person Indemnitee seeking indemnity in connection with the defense a Proceeding (or settlement of part thereof) initiated by such action or suit Indemnitee only if such person acted in good faith and in a manner such person reasonably believed to be in Proceeding (or not opposed to part thereof) was authorized by the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery Board or such other court shall deem proper; and 3. indemnify any director or officer, or, if such person has previously been designated for indemnification is authorized by an agreement approved by the resolution of the Board of Directors, an employee or agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, to the extent that such director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article VII.A.1 and 2, or in defense of any claim, issue or matter therein; and 4. make any indemnification under Article VIIBoard.