Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person who is made or is threatened to be made a party to any proceeding by reason of the former or present official capacity (as defined) of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person’s official capacity for the corporation or reasonably believed that the conduct was not opposed to the best interests of the corporation in the case of acts or omissions in such person’s official capacity for other affiliated organizations. “Proceeding” means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation.

The 1983 restated articles of incorporation, as amended, of the Registrant provide that the Registrant SHALL indemnify its former and present directors, officers and members of the committees of the Registrant’s Board of Directors, and one who at the request of Registrant is serving as a director or officer of another corporation, partnership, joint venture, trust or other enterprise including employee benefit plans; and MAY indemnify one who at the request of the Registrant is serving as an employee, partner, trustee, fiduciary, agent, attorney or in any other capacity of another corporation, partnership, joint venture, trust or other enterprise including employee benefit plans, and one who is serving the Registrant as an other person such as employee, partner, trustee, agent, attorney, fiduciary, or in any other capacity (all the above are collectively referred to as “Indemnitees” and individually as an “Indemnitee”) for actions undertaken or omitted in such capacity to the fullest extent permitted by the Minnesota Business Corporation Act, other applicable statutory and case law (collectively, the “Law”), as all the foregoing existed as of November 1987 or thereafter, from time to time, may be changed, amended or supplemented. The indemnification shall inure to the benefit of the person, the person’s heirs, legal representatives and administrators.

If the Indemnitee institutes a proceeding against the Registrant, the Indemnitee shall not be entitled to indemnification unless the Registrant has first consented in writing to the proceedings prior to its commencement by the Indemnitee.

The Registrant is authorized, but is not required, to enter into contracts and agreements with any Indemnitee providing for indemnification and for the advancement and reimbursement of attorney’s fees and disbursements, judgments, penalties, fines, excise taxes, other disbursements, amounts paid in settlement and other expenses of every kind and nature to the fullest extent permitted by the Law. The Registrant’s failure to do so shall in no manner affect or limit the rights provided for in the Registrant’s 1983 restated articles of incorporation, as amended, or otherwise.

The maximum aggregate amount of indemnity payable by the Registrant to all Indemnitees arising out of the same occurrence regardless of how many claims or people are involved is $5,000,000 in 1987 constant dollars over and above all insurance paid.

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