First Data 2007 Annual Report Download - page 223

that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation
and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. The Corporation 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 the Corporation to
procure a judgment in its favor by reason of the fact that the person is or was a director, officer, or employee of the Corporation, or is or was a director,
officer, or employee of the Corporation serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in
connection with their defense of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the Corporation; except that no indemnification shall be made in respect of any action or suit, nor any claim, issue or matter therein, as to
which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or 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 of Chancery or such other court shall deem proper.
Section 3. Prepayment of Expenses. The Corporation shall pay the actual and reasonable expenses incurred in investigating or defending a
threatened or pending action, suit or proceeding, in advance of its final disposition if the Corporation determines that the person likely will satisfy the
requirements of Section 1 or 2 of this Article V and upon the receipt of an undertaking satisfactory to the corporation, which may require that such
undertaking include a bond, security interest, or other security for such undertaking, by or on behalf of such person to repay such amount if it shall ultimately
be determined that the person is not entitled to be indemnified by the Corporation under this Article V.
Section 4. Indemnity if Successful on the Merits. If a person is entitled, under state law or otherwise, to indemnification by reason of being
successful on the merits in defense of any action, suit or proceeding, the Corporation shall indemnify that person if they obtain a final judgment or decision in
their favor for the entirety of the case.
Section 5. Exercise of Powers. Any indemnification under this Article V (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, or employee is proper in the circumstances because the
person has met the applicable standard of conduct set forth in this Article V. Such determination shall be made (i) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (iv) by majority vote of the stockholders. The exercise of the power to indemnify and advance expenses by the Corporation pursuant to this Article
V shall not be deemed to limit any other exercise or restriction of such powers by the Corporation. Provided, that any repeal or modification of this Article V
shall not adversely affect any right or protection of any person in respect to any act or omission occurring prior to the time of such repeal or modification.
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