Portfolio 54-2nd: Indemnification and Insurance for Directors and Officers

Wks. 1 1950 Model Business Corporation Act

Wks. 2 1960 Model Business Corporation Act

Wks. 3 1969 Model Business Corporation Act*

Wks. 4 1984 Model Business Corporation Act

Wks. 5 1994 Model Business Corporation Act

Wks. 6 State Indemnification Statutes

Wks. 7 State Liability Limitation Statutes

Wks. 8 Delaware Code Annotated, Title 8, §145

Wks. 9 Delaware Code Annotated, Title 8, §102(b)(7)

Wks. 10 New York Business Corporations Law, §§721–726

Wks. 11 California Corporations Code, §317

Wks. 12 Undertaking to Repay Advanced Expenses

Wks. 13 Resolution Authorizing Advance of Expenses

Wks. 14 Resolution Authorizing Indemnification of Expenses Following Settlement of a Derivative Action

Wks. 15 Excerpt from Sample Delaware Corporation's Certificate of Incorporation

Wks. 16 Excerpt from Sample Delaware Corporation's Certificate of Incorporation

Wks. 17 Excerpt from Sample Virginia Corporation's Certificate of Incorporation

Wks. 18 Excerpt from Sample California Corporation's Certificate of Incorporation

Wks. 19 Excerpt from Sample Delaware Corporation's Certificate of Incorporation

Wks. 20 Excerpt from Sample Delaware Corporation's Bylaws

Wks. 21 Excerpt from Sample Delaware Corporation's Bylaws

Wks. 22 Excerpt from Sample New York Corporation's Bylaws

Wks. 23 Excerpt from Sample Washington Corporation's Bylaws

Wks. 24 Excerpt from Sample Delaware Corporation's Bylaws

Wks. 25 Sample Indemnification Agreement for Delaware Corporation

Wks. 26 [Reserved]

Wks. 27 D&O Policy—Admiral Insurance Company

Wks. 28 D&O Policy—American International Companies

Wks. 29 D&O Policy—Chubb Group of Insurance Companies

Wks. 30 D&O Policy—Lloyd's

Wks. 31 Application for D&O Policy—Admiral Insurance Company

Wks. 32 Application for D&O Policy—American International Companies

Wks. 33 Application for D&O Policy—Chubb Group of Insurance Companies

Wks. 34 Application for D&O Policy—Lloyd's