ARTICLE XIV

To the extent permitted by law, the association shall indemnify any persons serving or who has served as a director, trustee, officer, employee, or agent of organization in which the association owns shares of or of which its creditor, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or settled, as fines or penalties, or as attorney fees reasonably incurred in connection with the defense or disposition of any action, suit, or other proceeding, whether civil, criminal, or administrative, in which they may be involved or with which they may be threatened by reason of their being or having been an officer, director, trustee, employee or agent of the association, except with respect to any matter as to which they shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that their action was in the best interest of the corporation.

As to the matter disposed of by a compromise payment by a director, officer, trustee, agent, or employee, pursuant to a consent decree or otherwise, no indemnification shall be provided unless:

(a)	such compromise is approved by a disinterested majority of the directors then in office, as being in the best interest of the association, after notice that the compromise involves indemnification: or
(b)	in the absence of action by the disinterested majority of the directors, at the request of a majority of the directors then in office, an opinion in writing has been obtained from independent legal counsel to the effect that the director or officer sought to be indemnified appears to have acted in the best interest of the association.

From time to time, the association may pay expenses, including attorney fees, reasonably incurred by the director, officer, trustee, agent or employee, in connection with the defense or disposition of an action, suit, or other proceeding, in advance of the final disposition thereof, upon receipt of the undertaking by such person to repay the amounts paid by the association if it is ultimately determined that indemnification is not authorized under this article.

The right of indemnification hereby provided shall not be exclusive or affect any other right to which a director, officer, trustee, agent or employee may be entitled. Nothing contained herein shall affect any right of indemnification to which personnel may be entitled, by contract or by law.

For purposes of this article only, the terms "director", "officer", "trustee", "agent", and "employee" shall include the respective heirs, executors, and administrators of any such person. An "interested" director, officer, trustee, agent or employee is one against whom, by reason of such capacity, the proceedings in question or other proceedings on the same or similar grounds is then pending.