Variety Club Tent No. 6 Charities, Inc. - Page 6

                                         -6-                                          
                    NINTH:  (A) The Corporation [petitioner] shall                    
               indemnify a trustee, officer or employee or a former                   
               trustee, officer or employee or any person who is serving or           
               has served at its request as a trustee, director, officer or           
               employee of another corporation (whether nonprofit or for              
               profit) against expenses actually and necessarily incurred             
               by him in connection with the defense of any pending or                
               threatened action, suit or proceeding, criminal or civil, to           
               which he is or may be made a party by reason of being or               
               having been such trustee, director, officer or employee,               
               provided:                                                              
                         1.  He is adjudicated or determined not to have              
                    been negligent or guilty of misconduct in the                     
                    performance of his duty to the Corporation of which he            
                    is a trustee, director, officer or employee;                      
                         2.  He is determined to have acted in good faith             
                    in what he reasonably believed to be the best interest            
                    of such corporation;                                              
                         3.  In any matter the subject of a criminal                  
                    action, suit, or proceeding, he is determined to have             
                    had no reasonable cause to believe that his conduct was           
                    unlawful.  The determination as to (2) and (3) and, in            
                    the absence of an adjudication as to (1) by a court of            
                    competent jurisdiction, the determination as to (1)               
                    shall be made by the trustees of the indemnifying                 
                    corporation acting at a meeting at which a quorum                 
                    consisting of trustees who are not parties to or                  
                    threatened with any such action, suit or proceeding is            
                    present.  Any trustee who is a party to or threatened             
                    with any such action, suit or proceeding shall not be             
                    qualified to vote and, if for this reason a quorum of             
                    trustees cannot be obtained to vote on such                       
                    indemnification, no indemnification shall be made                 
                    except as provided for in Paragraph (b) or (C) of this            
                    Section.                                                          
                    (B)  The Corporation may, pursuant to these articles,             
               its regulations or any agreement authorized or a resolution            
               adopted by the voting members at a meeting held for such               
               purpose by the affirmative vote of a majority of the voting            
               members present if a quorum is present, indemnify or agree             
               to indemnify such trustee director, officer or employee                
               against expenses, judgments, decrees, fines, penalties or              
               amounts paid in settlement in connection with the defense of           
               any pending or threatened action, suit or proceeding,                  
               criminal or civil, to which he is or may be made a party by            




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