Section 1. DIRECTORS AND OFFICERS. The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501(c)(3) of the Code as amended is not affected thereby, indemnify each of its directors and officers (including persons who serve at its request as directors or officers of another organization in which it has any interest, direct or indirect, as a shareholder, creditor, or others or who serve at its request in any capacity with respect to any employee benefit plan) (the "Indemnitee"), against all Charges (as hereinafter defined) reasonably incurred by the Indemnitee in connection with any claim, action, suit, or other proceeding or investigation, whether civil or criminal and including appeals (the "Proceeding"), in which the Indemnitee may be involved or with which the Indemnitee may be threatened as a party, while in office or thereafter, by reason

of the Indemnitee's being or having been such a director or officer, except (a) with respect to any matter as to which the Indemnitee shall have been adjudicated in any Proceeding not to have acted in good faith in the reasonable believe that the Indemnitee's action was in the best interests of the corporation (or, to the extent that such matter related to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan) or, in the case of a criminal proceeding, to have had reasonable cause to believe that the conduct in question was unlawful (the "Indemnification Standard"); or (b) with respect to any matter as to which no adjudication as to the issues of the Indemnification Standard has occurred whereby the corporation may indemnify any Indemnitee unless it is determined (a) by a majority vote of a quorum consisting of directors who were not parties to such Proceeding or (b) by independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) that the Indemnitee did not meet the Indemnification Standard; provided however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification for any Charges shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification: (a) by a majority vote of a question consisting of directors who were not parties to such Proceeding notwithstanding the above or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) to the effect that such Indemnitee acted in accordance with the Indemnification Standard.

Section 2. EMPLOYEES AND OTHER AGENTS. The Board of Directors may, by general vote or by vote pertaining to a specific employee or agent or class thereof, authorize indemnification of the corporation's employees and agents, other than those officers, directors, and persons referred to in Section 1 above, to whatever extent they may determine, which may be in the same manner and to the same extent provided above.

Section 3. ADVANCES. Expenses, including attorneys' fees, reasonably incurred by any Indemnitee in connection with the proceeding, defense or disposition of any Proceeding shall be paid by the corporation, in advance of the final disposition thereof, no later than 45 days after the written request of the Indemnitee for such advance, unless it is determined (a) by a majority vote of a quorum consisting of directors who were not parties to such Proceeding or (b) by independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) the Indemnitee did not meet the Indemnification Standards; provided, however, that such advances shall only be made upon receipt of an undertaking by the Indemnitee to repay the amounts so paid to the corporation if it is ultimately determined that indemnification for such expenses is not authorized under this Article VIII, which undertaking may be accepted without reference to the financial ability of the Indemnitee to make repayment.

Section 4. OTHER RIGHTS AND REMEDIES. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which any Indemnitee seeking indemnification may be entitled under any By-Law, agreement or disinterested directors, or otherwise, both as to action in the Indemnitee's official capacity and ad to action in another capacity while holding such office, and 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 Indemnitee. All rights to indemnification under this Article VIII shall be

of the Indemnitee's being or having been such a director or officer, except (a) with respect to any matter as to which the Indemnitee shall have been adjudicated in any Proceeding not to have acted in good faith in the reasonable believe that the Indemnitee's action was in the best interests of the corporation (or, to the extent that such matter related to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan) or, in the case of a criminal proceeding, to have had reasonable cause to believe that the conduct in question was unlawful (the "Indemnification Standard"); or (b) with respect to any matter as to which no adjudication as to the issues of the Indemnification Standard has occurred whereby the corporation may indemnify any Indemnitee unless it is determined (a) by a majority vote of a quorum consisting of directors who were not parties to such Proceeding or (b) by independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) that the Indemnitee did not meet the Indemnification Standard; provided however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification for any Charges shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification: (a) by a majority vote of a question consisting of directors who were not parties to such Proceeding notwithstanding the above or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) to the effect that such Indemnitee acted in accordance with the Indemnification Standard.

deemed to be in the nature of a contractual obligation of the corporation bargained for by each Indemnitee who serves in such capacity at any time while these By-Laws and other relevant provisions of the Massachusetts General Laws, Chapter 180 and other applicable law, if any, are in effect. No repeal or modification of these By-Laws shall adversely affect any such rights or obligations then existing with respect to any states of facts then or therefore existing or any Proceeding thereto fore or thereafter brought based in whole or in part upon any such state of facts. The corporation shall also indemnify and Indemnitee for attorneys' fees, costs and expense in connection with the successful enforcement of the Indemnitee's right under this Article VIII.

Section 5. DEFINITION OF "CHARGES". As used in this Article VIII the term "Charges" shall include, without limitation, judgment awards, amounts paid in settlement, excise taxes, awards by other tribunals or bodies, attorneys' fees, costs, fines, penalties, and other liabilities actually and reasonably incurred by any Indemnitee in connection with any Proceeding.

Section 6. PROCEDURE FOR INDEMNIFICATION. The corporation will promptly pay any Indemnitee. If the Board of Directors determines that the Indemnification Standard of conduct has not been met, the person seeking indemnification may petition a court for an independent determination. In such court action, the corporation shall have the burden of proving that indemnification would not be proper. The Indemnitee shall, as a condition, precedent to the Indemnitee's right to be indemnified here under, give to the corporation written notice in writing as soon as practicable of any set of facts for which indemnity could or will be sought pursuant to this Article VIII.

Section 7. INSURANCE. The Board of Directors may authorize the purchase and maintenance of insurance, in such amounts as the Board of Directors may from time to time deem appropriate, on behalf of any person who is or was in Indemnitee against any liability incurred by such Indemnitee in any such capacity, or arising out of such person's status as Indemnitee, whether or not such person is entitled to indemnification by the corporation pursuant to this Article VIII or otherwise and whether or not the corporation would have the power to indemnify the person against such liability.
 
 

Section 8. SAVINGS CLAUSE. If this Article VIII or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each Indemnitee as to all Charges with respect to any Proceeding to the full extent permitted by any applicable portion of this Article VIII that shall not have been invalidated or by any other applicable law.