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(i) Subject to the limitations hereinafter set forth the Corporation may
indemnify at the sole discretion of the District Board, any director, officer, employee or agent of
the Corporation or of any organization that is being served as a director, officer, employee or
agent at the request of the Corporation, and the heirs, executors or administrators, to the full
extent permitted by law, against all judgments, fines, liabilities and reasonable expenses
(including, but not limited to, court costs and attorneys’ fees and any amount paid in any
settlement), which judgments, fines, and liabilities and expenses were incurred or expended in
connection with any claim, suit, action, or proceeding, whether civil, criminal, administrative, or
investigative, and whether or not the indemnified liability arises or arose from any action by or in
the right of the Corporation or of any organization that may have been served by a director,
officer, employee, or agent at the request of the Corporation, but such indemnification can be
made only if a determination is made as hereinafter provided that such indemnification should be
made. Such indemnification shall not impair any other right any such person may have.

(b) Said indemnification can be made only if a determination has been
made, with the advice of Counsel for the Corporation, by members of the Board of Directors, not
involved in the claim or proceeding, or by a disinterested person or persons named by said
members of the Board of Directors not involved in the claim or proceeding, or by the members,
or by independent legal counsel in a written opinion: (1) that the director, officer, employee or
agent acted or failed to act in good faith and in a reasonably believed to be in, or not opposed to,
the best interests of the Corporation, and with respect to any criminal action or proceeding, had
not reasonable cause to believe the conduct was unlawful, and (2) that the amount of the
proposed indemnification is reasonable, and (3) that the proposed indemnification is just and
proper and can be legally made by the Corporation under then existing laws, and (4) that the
indemnification shall be made by the Corporation in an amount stated in the determination. The
indemnification provided for herein shall be available so long as the act or failure to act giving
rise to the claim for indemnification is not determined by a court to have constituted willful
misconduct or recklessness.

(c) Advance Payment of Expenses. Expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action, suit or proceeding may be
advanced by the Corporation, provided repayment arrangements are made, if it shall ultimately
be determined that the person is not entitled to be indemnified by the Corporation.

(d) Insurance or Indemnification Fund. The Corporation shall have the
power to buy and maintain insurance and to establish and fund a self-insurance indemnification
reserve fund on behalf of the directors, officers, employees, and agents of the Corporation and a
person serving at the request of the Corporation as a director, officer, employee, or agent of
another organization, against liability incurred in any such capacity, or arising out of the person’s
status as such.

(e) Validity. The invalidity of any portion of this Section 5.10 shall not
affect the validity of the remainder hereof.

(f) Personal Liability of Directors. A Director of this Corporation shall not
be personally liable for monetary damages as such for any action taken, or any failure to take any
action, unless: (i) the Director has breached or failed to perform the duties of the office in good

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