Exhibit 3.2
BYLAWS
Of
CENTRAL ILLINOIS LIGHT COMPANY
As Amended Effective October 8, 2004
ARTICLE I: LOCATION OF OFFICES
Section 1 - Principal Office: The principal office of the Company shall be
in the City of Peoria, Illinois, at such place as the Board of Directors
may designate.
Section 2 - Other Offices: The Company may have and maintain such other
offices as the Board of Directors may deem expedient.
ARTICLE II: CORPORATE SEAL
Section 1 - The Company shall have a corporate seal with the name of the
Company described about a circle and the words "Incorporated 1913 Illinois"
within such circle.
ARTICLE III: FISCAL YEAR
Section 1 - The fiscal year of the Company shall begin with the first day
of January and end with the thirty-first day of December of each year.
ARTICLE IV: SHAREHOLDERS' MEETINGS
Section 1 - The annual meeting of the shareholders shall be held on the
fourth Tuesday in April of each year (or if such a day shall be a legal
holiday, then upon the next succeeding day not a legal holiday) or upon
such other day determined by resolution of the Board of Directors. Each
such regular annual meeting shall be held at such time and at such
location, within or without the State of Illinois, as the Board of
Directors shall order. At such annual meeting, a board of directors shall
be elected and such other business shall be transacted as may properly come
before such meeting.
Section 2 - Special Meetings: Unless otherwise provided by law, special
meetings of the shareholders may be called by the Board of Directors, by
the Chairman of the Board, by the President, by the Secretary under the
written direction of a majority of the Directors, or by shareholders
holding not less than one-fifth of the total capital stock. Such meetings
shall be held at the principal office of the Company, or if the Board of
Directors or the Chairman of the Board or the President shall designate
another place, then at such other place as may be so designated.
Section 3 - Notices: Written notice of either annual or special meetings
shall be mailed at least ten days prior to the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or
exchange of assets at least twenty days prior to the meeting, to each
shareholder at his last known address as the same appears on the stock
books of the Company. Such notice shall specify the time and place of
holding the meeting and shall further specify the dates for closing and
opening the stock transfer books of the Company, provided the Board of
Directors shall have ordered them closed.
Notices of special meetings shall further specify the purpose for
which the meeting is called and no other business shall be transacted at
such special meeting.
No notice of a special meeting shall be necessary provided every
shareholder shall have signed a written waiver of such notice or shall be
present or represented by proxy at the meeting.
No notice of the holding of an adjourned meeting shall be necessary.
Section 4 - Quorum: The holders of a majority of the stock of the Company
issued and outstanding shall constitute a quorum for the transaction of
business at any meeting but a less number may convene and adjourn.
Section 5 - Voting: Shareholders may vote at all meetings in person or by
proxy.
At all meetings, each share of stock shall be entitled to one vote on
all questions and a majority of the votes cast at any such meeting shall be
sufficient for the adoption or rejection of any question presented, unless
otherwise provided by law.
In the election of Directors, each shareholder shall have the right to
cast as many votes in the aggregate as shall equal the number of shares of
stock held by such shareholder, multiplied by the number of Directors to be
then elected, and each shareholder may cast the whole number of votes for
one candidate or distribute them among two or more candidates.
Section 6 - Nominations and Proposals: (a) (1) Nominations of persons for
election to the Board of Directors of the Company and the proposal of
business to be considered by the shareholders may be made at an annual
meeting of shareholders (a) pursuant to the Company's notice of meeting,
(b) by or at the direction of the Board of Directors or (c) by any
shareholder of the Company who was a shareholder of record at the time of
giving of notice provided for in this By-Law, who is entitled to vote at
the meeting and who complies with the notice procedures set forth in this
By-Law.
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of paragraph (a) (1)
of this By-Law, the shareholder must have given timely notice thereof in
writing to the Secretary of the Company and such other business must
otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the Secretary at the
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principal executive offices of the Company not later than the close of
business on the 60th day nor earlier than the close of business on the 90th
day prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such anniversary date,
notice by the shareholder to be timely must be so delivered not earlier
than the close of business on the 90th day prior to such annual meeting and
not later than the close of business on the later of the 60th day prior to
such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company. In
no event shall the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a shareholder's notice
as described above. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any other business that
the shareholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as they
appear on the Company's books, and of such beneficial owner and (ii) the
class and number of shares of the Company which are owned beneficially and
of record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (a)
(2) of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Company is
increased and there is no public announcement by the Company naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this By-Law shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Company not later than
the close of business on the 10th day following the day on which such
public announcement is first made by the Company.
(b) Only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant to the
Company's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at
which directors are to be elected pursuant to the Company's notice of
meeting (1) by or at the direction of the Board of Directors or (2)
provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any shareholder of the Company who is a
shareholder of record at the time of giving of notice provided for in this
By-Law, who shall be entitled to vote at the meeting and who
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complies with the notice procedures set forth in this By-Law. In the event
the Company calls a special meeting of shareholders for the purpose of
electing one or more directors to the Board of Directors, any such
shareholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Company's notice of
meeting, if the shareholder's notice required by paragraph (a) (2) of this
By-Law shall be delivered to the Secretary at the principal executive
offices of the Company not earlier than the close of business on the 90th
day prior to such special meeting and not later than the close of business
on the later of the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting. In no event shall the public announcement of
an adjournment of a special meeting commence a new time period for the
giving of a shareholder's notice as described above.
(c) (1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as directors
and only such business shall be conducted at a meeting of shareholders as
shall have been brought before the meeting in accordance with the
procedures set forth in this By-Law. Except as otherwise provided by law,
the Articles of Incorporation or these By-Laws, the chairman of the meeting
shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this By-Law
and, if any proposed nomination or business is not in compliance with this
By-Law, to declare that such defective proposal or nomination shall be
disregarded.
(2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
affect any rights (a) of shareholders to request inclusion of proposals in
the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (b) of the holders of any series of Preferred Stock to elect directors
under specified circumstances.
ARTICLE V: DIRECTORS
Section 1 - Number: The Board of Directors of this Company shall consist of
between three (3) and eight (8) members.
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Section 2 - Election: Directors shall be elected annually at the annual
meeting of the shareholders, provided that in the event of failure to hold
such meeting or to hold said election thereat, it may be held at any
special meeting of shareholders called for that purpose.
Unless sooner terminated by any other provision hereof, the term of any
Director shall automatically expire at the first annual meeting of the
shareholders following his or her attainment of the age of 72.
Notwithstanding any other provision hereof, the term of any Director who is
an officer or other full-time employee of the Corporation shall
automatically expire immediately upon his or her retirement or other
termination of employment by the Company.
Section 3 - Term of Office: The Directors shall hold office from the date
of their election until the next succeeding annual meeting or until their
successors are elected and shall qualify.
Section 4 - Vacancies: Any vacancy occurring in the Board of Directors and
any directorship to be filled by reason of an increase in the number of
Directors shall be filled in the manner provided by the laws of Illinois
then in effect.
Section 5 - Fees: Directors shall be reimbursed for expenses, if any,
incurred in attending meetings of the Board of Directors and in otherwise
performing duties of such Directors. Directors' fees shall be fixed by the
Board of Directors, provided that any Director who receives compensation
from the Company as an officer or full-time employee shall not receive
Director's fees.
Section 6 - Executive or Other Committees: The Board of Directors may
authorize appointment of an Executive Committee or other committees of the
Board as the Board of Directors determines to be desirable, and may fix the
number of members and designate the chairman of each such committee. The
powers, terms of office, and method of filling vacancies shall be as
defined in the resolution or resolutions of the Board of Directors relating
to the authorization of such committees. Each such committee shall make a
written report or recommendation following its meetings or keep minutes of
all of its meetings.
ARTICLE VI: DIRECTORS' MEETINGS
Section 1 - Regular Meetings: Regular meetings of the Board of Directors
shall be held at the principal office of the Company or at such other place
or places, within or without the State of Illinois, at such time and day as
the Board of Directors may designate.
Section 2 - Special Meetings: Unless otherwise provided by law, special
meetings of the Board of Directors may be held at any time, at the
principal office of the Company or elsewhere, within or without the state.
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The Secretary or Assistant Secretary shall call a special meeting
whenever so requested by the Chairman of the Board, the President, a Vice
President, or by three Directors.
Section 3 - Organization Meeting: As soon as possible after their election,
the Board of Directors shall meet and organize and they may also transact
such other business as may be presented, provided the same shall receive
the affirmative votes of a majority of the constituent membership of the
Board.
Section 4 - Notice: No notice shall be required for a regular meeting.
No notice shall be required for an "Organization Meeting," if held on
the same day as the shareholders' meeting at which the Directors were
elected.
No notice of the holding of an adjourned meeting shall be necessary.
A reasonable notice of special meetings, in writing or otherwise,
shall be given to each Director or sent to his residence or place of
business.
Notice of special meeting shall specify the time and place of holding
the meeting and, unless otherwise stated, any and all business may be
transacted at such special meeting.
Notice of any meeting may be waived in writing.
Section 5 - Quorum: At all meetings of the Board of Directors, a majority
shall constitute a quorum, but a less number may convene and adjourn.
Section 6 - Voting: All questions coming before any meeting of the Board of
Directors for action shall be decided by a majority vote of the Directors
present at said meeting, unless otherwise provided by law or by these
Bylaws.
ARTICLE VII: OFFICERS
Section 1 - General: The principal officers of the Company shall be elected
by the Board of Directors. They shall include a President, one or more Vice
Presidents, one or more of whom may be designated as Executive or Senior
Vice President, one or more Assistant Vice Presidents, a Secretary and a
Treasurer, and may include a Chief Operating Officer and a Chairman of the
Board. The Board of Directors may appoint or remove such other officers and
agents of the Company as it may deem proper or may delegate such authority
to the Chief Executive Officer. The Chief Executive Officer of the Company
shall be the President or Chairman of the Board, as designated by the Board
of Directors. In the event that a Chairman of the Board has not been
elected, the President shall be the Chief Executive Officer.
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Section 2 - Qualifications: The Chairman of the Board, if one is elected,
and the President shall be chosen from among the Board of Directors.
Section 3 - Election: The principal officers shall be elected annually at
the organization meeting of the Directors, provided that any such officers
not elected at such meeting may be elected at any succeeding meeting of the
Directors.
Section 4 - Term of Office: The principal officers shall hold office from
the date of their election until the next succeeding organization meeting
of Directors or until their successors are elected and shall qualify,
provided that the Directors shall at all times have the power to remove any
officer, when in their judgment such removal may be to the best interests
of the Company.
Section 5 - Vacancies: Any vacancy or vacancies among the officers, arising
from any cause, shall be filled by the Directors as provided above.
Section 6 - Compensation: The compensation of the principal officers shall
be fixed by the Board of Directors. The compensation of other officers
shall, in the absence of any action by the Board of Directors, be fixed by
the Chief Executive Officer.
Section 7 - Combining Offices: Except to the extent otherwise provided by
law, any two or more of such offices may be held by the same person but no
officer shall execute, acknowledge, or verify any instrument in more than
one capacity if such instrument is required by law or by the Bylaws to be
executed, acknowledged, or verified by any two or more officers.
ARTICLE VIII: AGENTS
Section 1 - Depositories: The funds of the Company, from any source, shall
be deposited in the name of the Company with such depositories as may be
designated by the Board of Directors.
ARTICLE IX: POWERS AND DUTIES
Section 1 - Directors: The Board of Directors shall have and exercise all
power and authority in the government of the affairs of the Company except
where specifically excepted by law or by these Bylaws.
Section 2 - Chairman of the Board: The Chairman of the Board, if one is
elected, shall preside at all meetings of the shareholders and the Board of
Directors. He shall do and perform all acts and things incident to the
position of Chairman of the Board and such other duties as may be assigned
to him by the Board of Directors.
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Section 3 - President: The President shall have the general control and
management of the business and affairs of the Company, subject, however, to
the supervision of the Board of Directors. He shall perform and do all acts
and things incident to the position of President and such other duties as
may be assigned to him by the Board of Directors. In the absence or
disability of the Chairman of the Board, or if a Chairman of the Board has
not been elected, he shall have and exercise all of the powers and duties
of that office.
He shall appoint such agents and employees as he may deem necessary
for the proper conduct of the business of the Company and shall prescribe
their duties and fix their compensation, provided that the Board of
Directors shall at all times have the power to remove any agent or
employee, when, in their judgment, such removal may be to the best interest
of the Company.
Section 4 - Vice Presidents: The Vice Presidents shall perform such of the
duties of the President and such other duties on behalf of the Company as
may be respectively assigned to them by the Board of Directors, or the
Chief Executive Officer. In the absence or disability of the President or
in the case of his death, resignation, or removal from office, the powers
and duties of the President shall temporarily pass to such one of the Vice
Presidents as the Board of Directors shall have designated or shall
designate, and the Vice President so designated shall have and exercise all
the powers and duties of the President during such absence or disability or
until the vacancy in the office of President shall be filled.
Section 5 - Assistant Vice Presidents: The Assistant Vice Presidents shall
perform such of the duties of the Vice Presidents and such other duties on
behalf of the Company as may be respectively assigned to them by the Board
of Directors, the Chief Executive Officer or a Vice President who would
otherwise perform such duties.
Section 6 - Secretary: Subject to the supervision of the Board of Directors
and the Chief Executive Officer, the Secretary shall have the custody of
the corporate seal and records of the Company and shall prepare and file
all reports required by law to be made to any and all public authorities
and officials.
He shall act as Secretary at meetings of the shareholders and
Directors and shall be responsible for keeping and recording the minutes of
all meetings in a suitable minute book and shall attend to publishing,
giving, and serving all official notices of the Company. He shall be
responsible for keeping the capital stock records.
He shall perform such other duties as may be assigned to him by the
Board of Directors and the Chief Executive Officer.
Section 7 - Treasurer: Subject to the supervision of the Board of Directors
and Chief Executive Officer, the Treasurer shall have the custody of all
funds and securities of the Company and charge of the collection of amounts
due the Company.
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He shall disburse the funds of the Company only upon receipt of
properly authorized vouchers and shall keep a record of all receipts and
disbursements of funds by him.
He shall have authority to give receipts for moneys paid to the
Company and to endorse checks, drafts, and warrants in the name of the
Company.
He shall perform such other duties as may be assigned to him by the
Board of Directors and Chief Executive Officer.
Section 8 - Other Officers and Agents: The powers and duties of such other
officers and agents shall be prescribed by the Board of Directors or the
Chief Executive Officer.
ARTICLE X: STOCK
Section 1 - Stock Certificates: The shares of stock of the Company shall be
represented by certificates signed by the President or a Vice President and
the Secretary or an Assistant Secretary and sealed with the seal of the
Company. Such seal may be a facsimile. Where such certificate is
countersigned by a Transfer Agent other than the Company itself or an
employee of the Company, or by a Transfer Clerk and registered by a
Registrar, the signatures of the President or Vice President and the
Secretary or Assistant Secretary upon such certificate may be facsimiles
engraved or printed. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Company with the same effect as if such officer had not ceased to be such
at the date of its issue.
Section 2 - Stock Transfer Books: The stock shall be transferable on the
stock transfer books of the Company in person or by proxy duly authorized,
and upon surrender and cancellation of the old certificates therefor.
Section 3 - Replacing Certificates: In case of the loss or destruction of
any certificate of stock and the submission of proper proof thereof by the
owner, a new certificate may be issued in lieu thereof under such
regulations and restrictions as the Board of Directors may prescribe.
ARTICLE XI: DIVIDENDS
Section 1 - The Directors may declare, from the net profits or surplus of
the Company, dividends upon its capital stock, payable at such times and
for such amounts as they may determine in conformity with the Articles of
Incorporation of the Company, as amended, and the laws of the State of
Illinois.
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ARTICLE XII: AUTHORIZED SIGNATURES
Section 1 - All checks, drafts, and other negotiable instruments issued by
the Company shall be made in the name of the Company and shall be signed by
such officer or officers of the Company, or by such other person or persons
as the Board of Directors may designate. To the extent authorized by the
Board of Directors, facsimile signatures may be used.
ARTICLE XIII: FIDELITY BONDS
Section 1 - The officers and employees of the Company shall, in the
discretion of the President, give bonds for the faithful discharge of their
respective duties, in such form and for such amounts as may be directed by
the President.
ARTICLE XIV: AMENDMENTS
Section 1 - The Bylaws of the Company may be altered, amended, or repealed
by either the shareholders or the Board of Directors.
ARTICLE XV: INDEMNIFICATION
Section 1 - The Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by
reason of the fact that he or she is or was a director, officer, employee
or agent of the Company, or who is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the Company or, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
Section 2 - The Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or
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in the right of the Company to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, if such
person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the Company, provided that
no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Company, unless, and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
Section 3 - To the extent that a director, officer, employee or agent of
the Company has been successful, on the merits or otherwise, in the defense
of any action, suit or proceeding referred to in Sections l and 2 of this
Article, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith.
Section 4 - Any indemnification under Sections l and 2 of this Article
(unless ordered by a court) shall be made by the Company only as authorized
in the specific case, upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in Section l
or 2 of this Article. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(c) by the shareholders.
Section 5 - Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding, as authorized by the Board
of Directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the Company as authorized in this Article.
Section 6 - The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her
official capacity and as 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 a person.
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Section 7 - The Company shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the Company would
have the power to indemnify such person against such liability under the
provisions of this Article.
Section 8 - If the Company has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the Company shall report the
indemnification or advance in writing to the shareholders with or before
the notice of the next shareholders' meeting.
Section 9 - For purposes of this Article, references to "the Company" shall
include, in addition to the surviving Company, any merging Company
(including any Company having merged with a merging Company) absorbed in a
merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers and employees or
agents, so that any person who was a director, officer, employee or agent
of such merging Company, or was serving at the request of such merging
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the
same position under the provisions of this Article with respect to the
surviving Company as such person would have with respect to such merging
Company if its separate existence had continued.
Section 10 - For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
Company" shall include any service as a director, officer, employee or
agent of the Company which imposes duties on, or involves services by such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries. A person who acted in good faith
and in a manner he or she reasonably believed to be in the best interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Article.
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