OPINION
CLARKSON S. FISHER, District Judge.
Lawrence Reilly and George Solomon, two former directors of Texas Plastics, Incorporated, (hereafter TPI), defendants in a stockholder's derivative suit on the basis of their former positions, have applied to this Court for indemnification pendente lite for legal expenses they incur in defense of this suit.
Under its by-laws, in accordance with the laws of the State of Texas, the State
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