(a) A company or association may indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney's fees and disbursements, incurred by the person in connection with the proceeding if, with respect to the acts or omissions of the person complained of in the proceeding, the person:

(1) Has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney's fees and disbursements incurred by the person in connection with the proceeding with respect to the same acts or omissions;

(2) Acted in good faith;

(3) Received no improper personal benefit;

(4) In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

(5)

(A) Reasonably believed that the conduct was in the best interests of the company or association, or reasonably believed that the conduct was not opposed to the best interests of the company or association.

(B) If the person's acts or omissions complained of in the proceeding relate to the conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the company or association if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan.

(b) Insurance. A company or association may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the association, is or was serving at the request of the company or association as a director, officer, partner, trustee, employee, or agent of another organization or employee benefit plan against any liability asserted against and incurred by the person in or arising from that capacity, whether or not the company or association would have been required to indemnify the person against the liability under the provisions of this section.

(c) Indemnification of Other Persons. Nothing in this section shall be construed to limit the power of the company or association to indemnify other persons by contract or otherwise.