Section 1. Liability of Trustees to 69ÀÖÔ°. 69ÀÖÔ° shall defend, indemnify and hold harmless each Trustee against personal liability to 69ÀÖÔ° for monetary damages for breach of fiduciary duty as a Trustee, except with respect to: (i) any breach of the Trustee's duty of loyalty to 69ÀÖÔ°; (ii) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law; or (iii) any transaction from which the Trustee derived any improper personal benefit.
Section 2. Third Party Actions. 69ÀÖÔ°, to the extent permitted by law, shall defend, indemnify, and hold harmless each Trustee who was or is a party to a proceeding or threatened to be named a defendant in a proceeding, whether civil, criminal or administrative or investigative, because such Trustee acted on behalf of 69ÀÖÔ°, against liability for a final judgment, settlement, penalty, fine, and reasonable expenses incurred with respect to the proceeding; if: (i) the Trustee conducted himself/herself in good faith; and (ii) the Trustee reasonably believed his or her conduct was neither a violation of the law nor opposed to the best interest of 69ÀÖÔ°. 69ÀÖÔ° may not defend, indemnify or hold harmless a Trustee in connection with any proceeding charging improper personal benefit to such person, whether or not involving an action on behalf of 69ÀÖÔ°, in which such person is adjudged liable on the basis that personal benefit was improperly received by him or her.
