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Attachment A complained of in the Proceeding, the person: (a) Has not been indemnified by another organization or employed benefit plan for the same liability described in the preceding paragraph with respect to the same acts or omissions; (b) Acted in good faith; (c) Received no improper personal benefit and the procedures of Minnesota Statutes 317A.255 concerning conflicts of interest has been satisfied; (d) In the case of a criminal Proceeding, did not have reasonable cause to believe the conduct was unlawful; and (e) In the case of acts or omissions occurring in the official capacity, had reason to believe that the conduct was in the best interests of the Association. The term "Proceeding" means a threatened, pending or contemplated civil, criminal, administrative, arbitration or investigative proceeding, including a proceeding by or derivatively of the Association. The term "Official Capacity" means in the capacity as a member of the Board of Trustees, or in the capacity as an Officer or at Board direction, assisting an Officer, as the case may be or, as to any trustees or officers, services, while in that capacity and undertaken in connection with duties in that capacity, or at the Association's request, as a trustee or officer or agent of another organization or of an employee benefit plan. Section 20A Permissive Indemnification The Association may but shall not have the obligation to indemnify a current or former Trustee or Officer from liability for Fiduciary Breach. A"Fiduciary Breach" shall occur if a Trustee or Officer violates the general standard of fiduciary conduct as specified in Minnesota Statute 356A.04 in carrying out their activities as a Trustee or Officer. A "Fiduciary Breach" also shall occur if a trustee or officer violates the provisions of Minnesota Statute 356A.06, Subd. 9. Any such indemnification under this Section 20A shall be at the discretion of the Board of Trustees; provided, however, that a decision to indemnify a Trustee or Officer must apply to all similarly situated Trustees or Officers and any such current or former Trustee or Officer seeking indemnification shall not participate in any vote to indemnify pursuant to this Section. Section 20B Advances Any Trustee or Officer who is made or threatened to be made a party to a Proceeding and who would otherwise be eligible for mandatory indemnification under Section 20, is entitled, upon written request to the Association, to advance payment or reimbursement by the Association of reasonable expenses, including attorney's fees and disbursements, incurred by the Trustee or Officer in advance of the final disposition of the proceeding: (a) Upon receipt of the Association of a written affirmation by the Trustee 10