Article VIII

Indemnification

Section 1.

Subject to the limitations set forth below in this Article VIII,” the Association does hereby indemnify to the maximum extent legally permissible each Trustee and Officer and former Trustee and Officer of the Association, and each individual who served at its request as a director, officer or trustee of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with or arising out of any threatened, pending or completed claim, action, suit, proceeding, issue or matter of whatever nature, whether civil, criminal, legislative, administrative or investigative, in which he or she may be involved as a party or otherwise by reason of his or her being or having been such Trustee, Officer, director, officer or trustee.

Section 2.

This indemnification includes amounts paid or incurred in connection with reasonable settlements if made with a view to the curtailment of the costs of litigation.

Section 3.

This indemnification includes amounts paid or incurred in connection with acts of negligence, whether liability on the part of such Trustee, Officer, director, officer or trustee exists as to the Association, its Trustees, Officers, agents or employees or as to third parties, including creditors.

Section 4.

This indemnification also extends to any criminal action, suit, investigation or proceeding, provided that the same shall be dismissed against such Trustee, Officer, director, officer or trustee or that he or she shall have been found not guilty. Such indemnification likewise extends to a criminal action, suit, investigation or proceeding that is terminated by a plea of nolo contendere, or its equivalent, to a charge of misdemeanor, provided that the conduct complained of on the part of the Trustee, Officer, director, officer or trustee was done in good faith and with the belief that it was in the best interest of the Association and on the reasonable assumption of its legality.

Section 5.

No such reimbursement or indemnification shall relate to any expense incurred in connection with any matter as to which such Trustee, Officer, director, officer or trustee has been adjudged to be liable for gross negligence or misconduct in the performance of his or her duty to the Association, exclusive of issues or matters not related to the conduct on which the judgment was based, unless and only to the extent that the court in which the action or suit was brought shall determine that, despite such adjudication of liability and in view of all the circumstances of the case, such Trustee, Officer, director, officer or trustee is fairly and reasonably entitled to indemnification for those expenses that the court shall deem proper.

Section 6.

The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights which such Trustee, Officer, director, officer or trustee may have under any agreement, vote of the Board of Trustees or otherwise.

Section 7.

No indemnification shall be made under this Article VIII if such indemnification would result in any liability for tax under chapter 42 of the Internal Revenue Code of 1986.

Section 8.

Every provision of this Article VIII is intended to be severable, and, if any term or provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of this Article VIII.