Section 1.  Liability of Trustees to ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û. ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û shall defend, indemnify and hold harmless each Trustee against personal liability to ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û 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 ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û; (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. ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û, 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 ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û, 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 ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û. ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û 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 ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û, in which such person is adjudged liable on the basis that personal benefit was improperly received by him or her.
