62a

(a) Any bank may indemnify any person who is, has been, or is at risk of becoming a party to any action, suit or procedure, be it imminent, pending or resolved, or civil, criminal, administrative or investigative (except for an action initiated by the bank or initiated to protect the interests of the bank), because the person has been or is a director, official, employee or agent of the bank, or was or is acting by petition of the bank as director, official, employee or agent of another enterprise.(b) A bank may indemnify any person who is, has been, or is at risk of becoming a party to any action or suit, which is imminent, pending or resolved, initiated by the bank or initiated to protect the interests of the bank, to obtain a judgment in favor of the bank, because the person is, or has been a director, official, employee or agent of the bank, was acting at the request of the bank as director, official, employee or agent of another enterprise.(c) Notwithstanding the provisions of subsections (a) and (b), no indemnification shall be made under this sction when it involves the imposition of a fine on the person whose indemnification is contemplated, for violating a provision of §§

sections (a) and (b), no indemnification shall be made under this sction when it involves the imposition of a fine on the person whose indemnification is contemplated, for violating a provision of §§ 1 et seq. of this title.(d) A bank may acquire and maintain insurance in behalf of any person who is or has been a director, official, employee or agent of the bank, against any liability that may be claimed against that person or which has been incurred by that person in said capacity, or which arises from his/her position as such.(e) The provisions of Act No. 144 of August 10, 1995, known as the 'General Corporations Law of 1995', regarding the indemnification of directors, officials, employees and agents, shall apply to the banks, provided they are not in contravention of the provisions of this section. It being understood, however, that the Board of Directors of a bank, or of any other entity entitled to make such a determination, shall not, in any case, authorize the indemnification of directors, officials, employees and agents of a bank, contemplated in this section, without first formally concluding and determining that the person to be indemnified acted in good faith, in

tion of directors, officials, employees and agents of a bank, contemplated in this section, without first formally concluding and determining that the person to be indemnified acted in good faith, in behalf of the best interests of the institution and in accordance with the best interests of the bank. History —May 12, 1933, No. 55, p. 322, added as § 24(a) on Aug. 28, 1997, No. 108, § 26.