The LCLCA shall indemnify any person who was or is a party or 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 LCLCA by reason of the fact that he/she is or was a Director or officer of this LCLCA, or is or was serving at the request of the as a Director, officer, employee or agent of another organization or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by his/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the LCLCA), and with respect to any criminal action or proceeding, has no reasonable cause to believe that his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the LCLCA, proceeding has reasonable cause to believe that this conduct was unlawful.

The LCLCA 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 a LCLCA to procure a judgment in its favor by reason of the fact that he/she is or was a Director or officer of the LCLCA or is or was serving at the request of the LCLCA as a Director, officer, employee, or agent of another Association or other enterprise, against expenses, including attorneys' fees actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the LCLCA, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have adjudged to be liable for negligence or misconduct in the performance of his duties to the LCLCA unless and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses to the extent that the Court shall deem proper.

Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the LCLCA in advance in the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the LCLCA as authorized herein. Any such advancement shall be made by this only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because he/she would probably meet the applicable standard of conduct set forth in Section 1 or Section 2, as the case may be. Such determination shall be made:

1. By the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such action, suit or proceeding;

2. If such quorum is not attainable, or, even if attainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Indemnification provided herein shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit of the heirs and personal representative of such person.