XI. Indemnification

§1. Indemnification.

To the maximum extent permitted by Maryland law and as provided in Maryland law in effect from time to time, the Corporation shall indemnify, and shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former director or officer of the Corporation or (ii) any individual who serves or has served on the Audit Committee, the Nominations and Elections Committee, or the Investment Committee, or (iii) any individual who serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a Director or officer of such Corporation or as a partner or trustee of such partnership, joint venture, trust or employee benefit plan at the request of the Corporation, by reason of service in that capacity; provided that no indemnification shall be permitted if it is proved that such person's actions or omissions were in bad faith or with deliberate dishonesty or that the person actually received an improper benefit in money, property, or services. The Corporation may, with the approval of the Board of Directors, provide such indemnification and advancement of expenses to any employee or agent of the Corporation.

Neither the amendment nor repeal of this Section, nor the adoption or amendment of any other provision of the Bylaws or Certificate of Incorporation of the Corporation inconsistent with this Section, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.