ARTICLE XI. INDEMNIFICATION

The Corporation may, to the fullest extent permissible under applicable law, indemnify any person who is a party to, or is threatened by, pending, contemplated or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether by or in the right of the Corporation or otherwise) by reason of the fact that such person is or was a Director, officer, employee, or agent of the Corporation. Indemnification may be against expenses (including attorney’s fees), judgements, fines, and amounts paid in settlement of or in connection with any such action, suit, or proceeding, provided that such expenses, judgements, fines, and amounts are in a reasonable sum and are reasonably incurred.