First Data 2007 Annual Report Download - page 224

Section 6. Indemnification by a Court. Notwithstanding any contrary determination or absence of determination in a specific case under Section 5
of this Article V, any director, officer, or employee may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1, 2 and 4 of this Article V. The basis of such indemnification by a court shall be a determination by such court that
indemnification of the director, officer, or employee is proper in the circumstances because such person has met the applicable standards of conduct set forth
in Section 1, 2 or 4 of this Article V, as the case may be. Neither a contrary determination nor the absence of a determination in a specific case under
Section 5 of this Article V shall be a defense to such application or create a presumption that the director, officer, or employee seeking indemnification has
not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6 shall be given to the Corporation
promptly upon the filing of such application.
Section 7. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted
pursuant to this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, or
employee and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who 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 any liability asserted against and
incurred by such person in any such capacity, or arising out of their status as such, whether or not the Corporation would have the power or the obligation to
indemnify the person against such liability under the provisions of any article of incorporation, bylaw, or agreement.
Section 9. Applicable Law. The rights granted under this Article V shall be limited to the extent any applicable laws limit such rights to
indemnity or the power to indemnify.
Section 10. Certain Definitions. For purposes of this Article V the following definitions shall apply.
"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 and, with
respect to any criminal action, suit or proceeding, had no reasonable cause to believe their conduct was unlawful" shall include, but not be limited
to, actions based on the following information from the Corporation or other corporation, partnership, joint venture, trust, employee benefit plan,
or enterprise to which the person is or was
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