§ 25. Authorization for indemnification of directors and officers. (a)
A cooperative may indemnify any person, made, or threatened to be made,
a party to an action or proceeding other than one by or in the right of
the cooperative to procure a judgment in its favor, whether civil or
criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the cooperative served in
any capacity at the request of the cooperative, by reason of the fact
that he or she, his or her testator or intestate, was a director or
officer of the corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually
and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such director or officer acted, in good faith,
for a purpose which he or she reasonably believed to be in, or, in the
case of service for any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise, not opposed
to, the best interests of the cooperative and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his or
her conduct was unlawful.

(b) The termination of any such civil or criminal action or proceeding
by judgment, settlement, conviction or upon a plea of nolo contendere,
or its equivalent, shall not in itself create a presumption that any
such director or officer did not act, in good faith, for a purpose which
he or she reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of
the cooperative or that he or she had reasonable cause to believe that
his or her conduct was unlawful.

(c) A cooperative may indemnify any person made, or threatened to be
made, a party to an action by or in the right of the cooperative to
procure a judgment in its favor by reason of the fact that he or she,
his or her testator or intestate, is or was a director or officer of the
cooperative or is or was serving at the request of the cooperative as a
director or officer of any other corporation of any type or kind,
domestic or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him or her in connection with the defense or settlement of
such action, or in connection with an appeal therein, if such director
or officer acted, in good faith, for a purpose which he or she
reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the
cooperative, except that no indemnification under this subdivision shall
be made in respect of (1) a threatened action, or a pending action which
is settled or otherwise disposed of, or (2) any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
cooperative unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses as
the court deems proper.

(d) For the purpose of this action, a cooperative shall be deemed to
have requested a person to serve an employee benefit plan where the
performance by such person of his or her duties to the cooperative also
imposes duties on, or otherwise involves services by, such person to the
plan or participants or beneficiaries of the plan; excise taxes assessed
on a person with respect to an employee benefit plan pursuant to
applicable law shall be considered fines; and action taken or omitted by
a person with respect to an employee benefit plan in the performance of
such person's duties for a purpose reasonably believed by such person to
be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best
interests of the cooperative.