CHAPTER 325

FORMERLY

HOUSE BILL NO. 647

AN ACT TO AMEND AN ACT, BEING CHAPTER 63, VOLUME 12, LAWS OF DELAWARE, ENTITLED "AN ACT TO CORPORATE THE ARTISANS' SAVINGS BANK", AS AMENDED, BY ADDING THERETO A NEW SECTION 7 TO PROVIDE FOR INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; AND BEING AN ACT TO AMEND CHAPTER 42, VOLUME 61, LAWS OF DELAWARE, ENTITLED "AN ACT TO AMEND AN ACT, BEING CHAPTER 63, VOLUME 12, LAWS OF DELAWARE, ENTITLED 'AN ACT TO INCORPORATE THE ARTISANS' SAVINGS BANK', BY AMENDING SECTION 2 THEREOF TO PROVIDE FOR THE ELECTION OF NOT LESS THAN 13 NOR MORE THAN 20 DIRECTORS", BY AMENDING SECTION 1 THEREOF TO PROVIDE FOR THE ELECTION OF NOT LESS THAN NINE NOR MORE THAN NINETEEN DIRECTORS.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each House thereof concurring therein):

Section 1. Amend Chapter 63, Volume 12, Laws of Delaware by adding a new Section 7 thereto, to provide as follows:

"Section 7. And be it further enacted, that Artisans' Savings Bank 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 corporation) by reason of the fact that he is or was a director, officer, employee or agent of Artisans' Savings Bank, or is or was serving at the request of Artisans' Savings Bank as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith in a manner he reasonably believed to be in or not opposed to the best interests of Artisans' Savings Bank and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order settlement, conviction upon a plea of nolo 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 he reasonably believed to be in or not opposed to the best interests of Artisans' Savings Bank, and, with respect,to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

To the extent that a director, officer, employee or agent of Artisans' Savings Bank has been successful on the merits or otherwise in defense of any action, suit or proceeding, referred to in this Section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Artisans' Savings Bank shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Artisans' Savings Bank, or is or was serving at the request of Artisan's Savings Bank as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not Artisans' Savings Bank would have the power to indemnify him against such liability under this section. For purposes of this Section, references to 'other enterprises' shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to 'serving at the request of Artisans' Savings Bank' shall include any service as director, officer, employee or agent of the corporation which imposes- duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner 'not opposed to the best interests of Artisans' Savings Bank' as referred to in this section.

The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person '

Section 2. Amend Chapter 42, Volume 61, Laws of Delaware, Section 2, by striking the words "not less than thirteen nor more than twenty Directors" in their entirety, and substituting in lieu thereof the following:"

"not less than nine nor more than nineteen Directors".

Section 3. This Act Shall become effective upon its enactment into law.

Approved July 10, 1990.