Okla. Stat. tit. 36, § 36-2608.3

persons.

A. A corporation organized pursuant to the provisions of

Article 26 of the Insurance Code shall have power to 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

Oklahoma Statutes - Title 36. Insurance Page 687

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 the

corporation, or is or was serving at the request of the corporation

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 and in a manner he reasonably believed to be in or not opposed

to the best interests of the corporation, 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, or 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 the corporation, and, with respect to any

criminal action or proceeding, had reasonable cause to believe that

his conduct was unlawful.

B. A corporation organized pursuant to the provisions of

Article 26 of the Insurance Code shall have the power to 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 the corporation to procure a judgment in its favor by

reason of the fact that he is or was a director, officer, employee

or agent of the corporation, or is or was serving at the request of

the corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise

against expenses, including attorneys' fees, actually and reasonably

incurred by him in connection with the defense or settlement of such

action or suit if he acted in good faith and in a manner he

reasonably believed to be in or not opposed to the best interests of

the corporation and except that no indemnification shall be made in

respect of any claim, issue or matter as to which such person shall

have been adjudged to be liable to the corporation unless and only

to the extent that the court in which such action or suit was

brought shall determine upon application that, despite the

adjudication of liability but in view of all the circumstances of

the case, such person is fairly and reasonably entitled to indemnity

for such expenses which the court shall deem proper.

C. To the extent that a director, officer, employee or agent of

a corporation has been successful on the merits or otherwise in

defense of any action, suit or proceeding referred to in subsection

A or B of 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.

Oklahoma Statutes - Title 36. Insurance Page 688

D. Any indemnification under the provisions of subsection A or

B of this section, unless ordered by a court, shall be made by the

corporation only as authorized in the specific case upon a

determination that indemnification of the director, officer,

employee or agent is proper in the circumstances because he has met

the applicable standard of conduct set forth in subsection A or B of

this section. Such determination shall be made:

1. By the board of directors by a majority vote of a quorum
a court, shall be made by the

corporation only as authorized in the specific case upon a

determination that indemnification of the director, officer,

employee or agent is proper in the circumstances because he has met

the applicable standard of conduct set forth in subsection A or B of

this section. Such determination shall be made:

1. By the board of directors by a majority vote of a quorum

consisting of directors who were not parties to such action, suit or

proceeding; or

2. If such a quorum is not obtainable, or, even if obtainable a

quorum of disinterested directors so directs, by independent legal

counsel in a written opinion; or

3. By the members.

E. Expenses incurred by an officer or director in defending a

civil or criminal action, suit or proceeding may be paid by the

corporation in advance of the final disposition of such action, suit

or proceeding upon receipt of an undertaking by or on behalf of such

director or officer to repay such amount if it shall ultimately be

determined that he is not entitled to be indemnified by the

corporation as authorized by the provisions of this section. Such

expenses incurred by other employees and agents may be so paid upon

such terms and conditions, if any, as the board of directors deems

appropriate.

F. The indemnification and advancement of expenses provided by

or granted pursuant to the other subsections of this section shall

not be deemed exclusive of any other rights to which those seeking

indemnification or advancement of expenses may be entitled under any

bylaw, agreement, vote of shareholders or disinterested directors or

otherwise, both as to action in his official capacity and as to

action in another capacity while holding such office.

G. A corporation shall have power to purchase and maintain

insurance on behalf of any person who is or was a director, officer,

employee or agent of the corporation, or is or was serving at the

request of the corporation 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, or arising out of his status as such,

whether or not the corporation would have the power to indemnify him

against such liability under the provisions of this section.

H. For purposes of this section, references to "the

corporation" shall include, in addition to the resulting

corporation, any constituent corporation, including any constituent

of a constituent, absorbed in a consolidation or merger which, if

its separate existence had continued, would have had power and

authority to indemnify its directors, officers, and employees or

agents, so that any person who is or was a director, officer,

Oklahoma Statutes - Title 36. Insurance Page 689

employee or agent of such constituent corporation, or is or was

serving at the request of such constituent corporation as a

director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise, shall stand

in the same position under the provisions of this section with

respect to the resulting or surviving corporation as he would have

with respect to such constituent corporation if its separate

existence had continued.

I. 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 an employee benefit plan, and references to "serving at

the request of the corporation" shall include any service as a

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 an 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
the request of the corporation" shall include any service as a

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 an 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 the corporation" as referred to in this section.

J. The indemnification and advancement of expenses provided by

or granted pursuant to this section, unless otherwise provided when

authorized or ratified, shall 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.