Common use of Directors’ and Officers’ Indemnification and Insurance Clause in Contracts

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following (a) All rights to indemnification by the Company or any of its Subsidiaries existing in favor of those Persons who are present or former directors and officers of the Company or any of its Subsidiaries (the “Indemnified Parties”) for their acts and omissions occurring prior to the Effective Time, Buyer shall (a) indemnify as provided in the certificate of incorporation and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees bylaws of the Company or any of its Subsidiaries (as in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses effect as of the date of this Agreement Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Parties (as in effect as of the date of this Agreement) in the forms made available by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, Parent or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or Parent’s Representatives prior to the Effective Time (including for acts or omissions occurring in connection with the approval date of this Agreement Agreement, shall survive the Merger and Parent and the consummation of Surviving Corporation shall cause them to be observed by the transactions contemplated hereby), Surviving Corporation and its Subsidiaries to the fullest extent permitted under Delaware law. (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate As of incorporation and bylaws for a period of six years after the Effective Time, Parent or the provisions set forth in Surviving Corporation (with the Company's Certificate election being at Parent’s option) shall have purchased a tail policy to the current policy of Incorporation directors’ and Bylaws on officers’ liability insurance maintained by Company which tail policy shall be effective for a period from the Effective Time through and including the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed six (6) years after the Merger Closing Date (a “Tail Policy”) with respect to claims arising from facts or otherwise modified during such six-year period in any manner events that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to occurred on or before the Effective Time, and which Tail Policy shall contain coverage and amounts at least as favorable to the Company shall purchase a five-year (measured from Indemnified Parties as the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing coverage currently provided by Company’s current directors' ’ and officers' ’ liability insurance policy(ies) covering those persons who are currently covered by policies (in the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverageaggregate); provided, however, that the cost of such reporting tail coverage in no event shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and Parent or the Surviving Corporation jointly and severally agree be required to pay all expensesexpend, including attorneys' feesfor the entire Tail Policy, that may be incurred in excess of three times the annual premium currently paid by the Indemnified Parties in enforcing Company for such insurance; and, provided, further that, if the indemnity premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation shall be obligated to obtain a policy or policies with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated the continuing or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent surviving corporation or entity of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, consolidation or merger or (ii) the indemnitees shall transfer all or substantially all of its properties and assets to whom this Section 6.6 applies any individual, corporation or other entity, then, and in each such case, proper provisions shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and Parent or the Surviving Corporation)Corporation shall assume all of the obligations set forth in this Section 6.07. (d) The rights of the Indemnified Parties under this Section 6.07 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws.

Directors’ and Officers’ Indemnification and Insurance. Following 7.7.1. Cape Bancorp shall maintain, or shall cause Cape Bank to maintain, in effect for six years following the Effective Time, Buyer shall the current directors’ and officers’ liability insurance policies maintained by Colonial Financial (a) indemnify and hold harmlessprovided, and provide advancement that Cape Bancorp may substitute therefor policies of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to at least the same extent such individuals coverage containing terms and conditions which are indemnified or have the right not materially less favorable) with respect to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time Time; provided, however, that in no event shall Cape Bancorp be required to expend pursuant to this Section 7.7.1, in the aggregate for such policy or policies, more than 175% of the annual cost currently expended by Colonial Financial with respect to such insurance (including the “Maximum Amount”); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Cape Bancorp shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for acts or omissions occurring in an annual premium equal to the Maximum Amount. In connection with the approval foregoing, Colonial Financial agrees in order for Cape Bancorp to fulfill its agreement to provide directors and officers liability insurance policies for six years to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of this Agreement and the consummation of the transactions contemplated hereby)any prior claims. 7.7.2. In addition to Section 7.7.1, (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation Cape Bancorp shall indemnify, defend and Bylaws on hold harmless each person who is now, or who has been at any time before the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed hereof or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to who becomes before the Effective Time, an officer or director of Colonial Financial or a Colonial Financial Subsidiary (the Company “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall purchase require the prior written consent of Cape Bancorp, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a five-year “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Colonial Financial or a Colonial Financial Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring before the Effective Time (measured including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time (the “Indemnified Liabilities”), to the fullest extent as would have been permitted by Colonial Financial under the MGCL and under Colonial Financial’s Articles of Incorporation and Bylaws, to the extent not prohibited by Maryland law. Cape Bancorp shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted by Maryland law (to the extent not prohibited by federal law) upon receipt of an undertaking to repay such advance payments if the Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.7.2 upon learning of any Claim, shall notify Cape Bancorp (but the failure so to notify Cape Bancorp shall not relieve Cape Bancorp from any liability which it may have under this Section 7.7.2, except to the extent such failure materially prejudices Cape Bancorp) and shall deliver to Cape Bancorp the undertaking referred to in the previous sentence. In the event of any such Claim (whether arising before or after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE"1) under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by Cape Bancorp shall have the Company's directors' and officers' liability insurance policy on terms no more favorable right to such assume the defense thereof (in which event the Indemnified Parties than will cooperate in the terms defense of any such matter) and upon such assumption Cape Bancorp shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Cape Bancorp elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between Cape Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and Cape Bancorp shall pay the reasonable fees and expenses of such current insurance coverage; providedcounsel for the Indemnified Parties, that (2) except to the cost extent otherwise required due to conflicts of interest, Cape Bancorp shall be obligated pursuant to this paragraph to pay for only one firm or counsel for all Indemnified Parties and the reasonable fees and expenses of such reporting tail coverage law firm shall be paid promptly as statements are received unless there is a conflict of interest that necessitates more than one law firm, (3) Cape Bancorp shall not exceed 400% be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (4) no Indemnified Party shall be entitled to indemnification hereunder with respect to a matter as to which (x) he shall have been adjudicated in any proceeding not to have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Colonial Financial or any Colonial Financial Subsidiary, or (y) in the current annualized costs event that a proceeding is compromised or settled so as to impose any liability or obligation upon an Indemnified Party, if there is a determination that with respect to said matter said Indemnified Party did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 Colonial Financial or any Colonial Financial Subsidiary. 7.7.3. The obligations of Cape Bancorp provided under this Section 7.7 are intended to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred enforceable against Cape Bancorp directly by the Indemnified Parties and shall be binding on all respective successors and permitted assigns of Cape Bancorp. Cape Bancorp shall pay all reasonable costs, including attorneys’ fees, as incurred and in advance of the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.67.7 to the fullest extent permitted under applicable law; provided, however such payment of costs shall be immediately reimbursed to Cape Bancorp by such Indemnified Party if the Indemnified Party is not successful enforcing the indemnity or other obligations provided for in this Section 7.7. The obligations rights of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies each Indemnified Party hereunder shall be third party beneficiaries of and in addition to any other rights such Indemnified Party may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)have under applicable law.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer the Surviving Corporation shall, and Parent shall (a) indemnify cause the Surviving Corporation to, indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present directors, harmless the individuals who at or prior to the Effective Time were directors or officers and employees of the Company (in all or any of their capacities) its current Subsidiaries (the "“Indemnified Parties"”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including legal fees and expenses) in connection with any actual or threatened Action or investigation, whenever asserted, based on or arising out of, relating to or in connection with any act or omission occurring at or prior to the Effective Time (including relating to this Agreement) to the same fullest extent permitted by the DGCL or any other applicable Law or provided under the Company Certificate of Incorporation and the Company Bylaws in effect on the date hereof. (b) From the Effective Time and for a period of six (6) years thereafter, Parent and the Surviving Corporation shall maintain in effect directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to Indemnified Parties with terms, conditions, retentions and levels of coverage at least as favorable as those of such individuals are indemnified current insurance coverage; provided, however, that in no event will Parent or have the right Surviving Corporation be required to advancement expend in any one year an amount in excess of expenses as 200% of the date of this Agreement annual premiums currently paid by the Company pursuant for such insurance (the “Maximum Premium”); provided, further, that, if the annual premiums for such insurance coverage exceed the Maximum Premium, Parent and the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided, further, however, that, in lieu of the foregoing insurance coverage, the Company may, at its option, or if requested by Parent, the Company shall, purchase, prior to the Company's certificate of incorporationEffective Time, bylaws and indemnification agreementsa six (6) year “tail” insurance policy that provides coverage substantially similar in all material respects to the coverage described above, if any, in existence on provided that the date hereof with, or Company does not pay more than the Maximum Premium for the benefit of, any directors, officers coverage period for such “tail” insurance policy. (c) Parent and employees of the Company agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including and rights for acts or omissions occurring advancement of expenses) now existing in connection with the approval of this Agreement and the consummation favor of the transactions contemplated hereby), Indemnified Parties as provided in the respective certificates of incorporation or bylaws (bor comparable organizational documents) include of the Company or any of its Subsidiaries and cause to be maintained any indemnification or other agreements of the Company and its Subsidiaries as in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Further, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in the certificate of liability incorporation and bylaws of directorsthe Surviving Corporation from and after the Effective Time provisions no less favorable with respect to indemnification, indemnification of officers, directors and employees and advancement of expensesexpenses and exculpation of the Indemnified Parties than are presently set forth in the Company Certificate of Incorporation and Company Bylaws, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and such individuals, except as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered amendments may be required by the Company's directors' and officers' liability insurance policy on terms no more favorable to DGCL or other applicable Law during such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this period. (d) This Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 6.09 shall survive the consummation of the Merger Merger, is intended to benefit, and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of enforceable by each Indemnified Party and may enforce this Section 6.6 their respective successors, heirs and (iii) this Section 6.6 representatives, shall be binding in on all successors and assigns of Buyer Parent and the Surviving CorporationCorporation and shall not be amended without the prior written consent of the applicable Indemnified Party (including his or her successors, heirs and representatives). (e) In the event that the Surviving Corporation or its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to the obligations set forth in Section 6.08 and this Section 6.09. (f) The rights of the Indemnified Parties under this Section 6.09 shall be in addition to, and not in substitute for, any rights such Indemnified Parties may have under the certificate of incorporation, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws, and Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any of its Subsidiaries. Notwithstanding anything to the contrary in Section 6.09(a), and without prejudice to the rights referenced in the prior sentence, (i) an Indemnified Party shall be entitled to the rights provided by Section 6.09(a) that are in addition to the rights referenced in the prior sentence only after providing a written undertaking by or on behalf of such Indemnified Party to repay such amounts if it is ultimately determined that such Indemnified Party is not entitled to indemnification and (ii) Parent shall have the right, upon written notice to any Indemnified Party, to assume the defense of any proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Party. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any insurance policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.09 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. Following 7.7.1. Northfield Bancorp shall maintain, or shall cause Northfield Bank to maintain, in effect for six (6) years following the Effective Time, Buyer shall the current directors’ and officers’ liability insurance policies maintained by Hopewell Valley (a) indemnify and hold harmlessprovided, and provide advancement that Northfield Bancorp may substitute therefor policies of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to at least the same extent such individuals coverage containing terms and conditions which are indemnified or have the right not materially less favorable) with respect to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time Time; provided, however, that in no event shall Northfield Bancorp be required to expend pursuant to this Section 7.7.1, in the aggregate for such policy or policies, more than two-hundred percent (including 200%) of the annual cost currently expended by Hopewell Valley with respect to such insurance (the “Maximum Amount”); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Northfield Bancorp shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for acts or omissions occurring in an annual premium equal to the Maximum Amount. In connection with the approval foregoing, Hopewell Valley agrees in order for Northfield Bancorp to fulfill its agreement to provide directors and officers liability insurance policies for six years to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of this Agreement and the consummation of the transactions contemplated hereby)any prior claims. 7.7.2. In addition to Section 7.7.1, (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six (6) years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation Northfield Bancorp shall indemnify, defend and Bylaws on hold harmless each person who is now, or who has been at any time before the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed hereof or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to who becomes before the Effective Time, an officer or director of Hopewell Valley or a Hopewell Valley Subsidiary (the Company “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall purchase require the prior written consent of Northfield Bancorp, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a five-year “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Hopewell Valley or a Hopewell Valley Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring before the Effective Time (measured including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time (the “Indemnified Liabilities”), to the fullest extent as would have been permitted by Hopewell Valley under New Jersey Banking Law and under Hopewell Valley’s certificate of incorporation and bylaws, to the extent not prohibited by Delaware or federal law or regulation. Northfield Bancorp shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted by Delaware law (and to the extent not prohibited by federal law or regulation) upon receipt of an undertaking to repay such advance payments if the Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.7.2 upon learning of any Claim, shall notify Northfield Bancorp (but the failure so to notify Northfield Bancorp shall not relieve Northfield Bancorp from any liability which it may have under this Section 7.7.2, except to the extent such failure materially prejudices Northfield Bancorp) and shall deliver to Northfield Bancorp the undertaking referred to in the previous sentence. In the event of any such Claim (whether arising before or after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE"1) under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by Northfield Bancorp shall have the Company's directors' and officers' liability insurance policy on terms no more favorable right to such assume the defense thereof (in which event the Indemnified Parties than will cooperate in the terms defense of any such matter) and upon such assumption Northfield Bancorp shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Northfield Bancorp elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between Northfield Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and Northfield Bancorp shall pay the reasonable fees and expenses of such current insurance coverage; providedcounsel for the Indemnified Parties, that (2) except to the cost extent otherwise required due to conflicts of interest, Northfield Bancorp shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties and the reasonable fees and expenses of such reporting tail coverage law firm shall be paid promptly as statements are received unless there is a conflict of interest that necessitates more than one law firm, (3) Northfield Bancorp shall not exceed 400% be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (4) no Indemnified Party shall be entitled to indemnification hereunder with respect to a matter as to which (x) he shall have been adjudicated in any proceeding not to have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Hopewell Valley or any Hopewell Valley Subsidiary, or (y) in the current annualized costs event that a proceeding is compromised or settled so as to impose any liability or obligation upon an Indemnified Party, if there is a determination that with respect to said matter said Indemnified Party did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 Hopewell Valley or any Hopewell Valley Subsidiary. 7.7.3. The obligations of Northfield Bancorp provided under this Section 7.7 are intended to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred enforceable against Northfield Bancorp directly by the Indemnified Parties and shall be binding on all respective successors and permitted assigns of Northfield Bancorp. Northfield Bancorp shall pay all reasonable costs, including attorneys’ fees, as incurred and in advance of the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.67.7 to the fullest extent permitted under applicable law; provided, however such payment of costs shall be immediately reimbursed to Northfield Bancorp by such Indemnified Party if the Indemnified Party is not successful enforcing the indemnity or other obligations provided for in this Section 7.7. The obligations rights of Buyer each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. 7.7.4. Any indemnification payments made pursuant to this Section 6.6 shall not be terminated or modified in such a manner as 7.7 are subject to adversely affect any indemnitee to whom this and conditioned upon their compliance with Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i18(k) this Section 6.6 shall survive the consummation of the Merger Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and the Effective Time, regulations promulgated thereunder by the FDIC (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation12.C.F.R. Part 359).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer Parent shall (a) indemnify and hold harmlesscause the Surviving Entity, and provide advancement subject to applicable law, to comply with the obligations of expenses to, the Surviving Entity under all past and present directors, officers and employees indemnification obligations of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses effect as of the date of this Agreement by and described in Schedule 6.4 in favor of the Company pursuant to the Company's certificate of incorporation, bylaws respective directors and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) Company Subsidiaries. The certificate of incorporation of the Surviving Entity and bylaws for a period each of six years after its subsidiaries that before the Effective Time, the Merger were Company Subsidiaries shall contain provisions no less favorable with respect to indemnification and advancement of expenses than are set forth in the Company's Certificate certificate of Incorporation and Bylaws on incorporation of the Company or such Company Subsidiary as of the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesAgreement, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any Indemnified Party. After time from and after the date of this Agreement and to and including the Effective Time were directors, officers, employees, fiduciaries or agents of the Company Stockholder Approval has been obtained and as close as practicable or any of the Company Subsidiaries in respect of actions or omissions occurring at or prior to the Effective TimeTime (including, without limitation, the Company matters contemplated by this Agreement). (b) Parent and/or the Surviving Entity shall negotiate and purchase a five-year (measured directors and officers’ liability, fiduciary liability and similar insurance “tail” coverage from the Effective TimeCompany’s existing insurers, or from other insurers, that provides for a period of six years that is no less favorable in both amount and terms and conditions of coverage than the Company’s existing directors and officers liability, fiduciary liability and similar insurance program, or if substantially equivalent insurance coverage is not available, the best available coverage; provided however that the aggregate cost for the purchase of such tail coverage (for the entire six year tail coverage period) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered shall not exceed more than 250% of the aggregate premium paid by the Company's directors' Company for the existing directors and officers' officers liability insurance, fiduciary liability and similar insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; policies, provided, further, that should the cost of such reporting tail the insurance exceed the 250% cap, Parent and/or the Surviving Entity shall instead purchase the best available coverage shall not exceed 400for 250% of the current annualized costs of all aggregate premium paid by the Company's directors' Company for the existing directors and officers' officers liability, fiduciary liability and similar insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and programs. (c) If Parent or the Surviving Corporation jointly Entity or any of their successors or assigns shall (i) consolidate with or merge into any other person and severally agree shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each case, proper provisions shall be made so that the successors and assigns of the Surviving Entity shall assume all of the obligations of Parent and/or the Surviving Entity set forth in this Section 6.4. (d) The Surviving Entity shall pay all reasonable expenses, including reasonable attorneys' ’ fees, that may be incurred by the Indemnified Parties any indemnified party in enforcing the indemnity and other obligations provided for in this Section 6.6. 6.4. (e) The obligations rights of Buyer each indemnified party hereunder shall be in addition to any other rights such indemnified party may have under this Section 6.6 shall not be terminated the certificate of incorporation, bylaws or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation other governing documents of the Merger and Company or its Subsidiaries, any other indemnification agreement or arrangement, the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)DGCL or otherwise.

Directors’ and Officers’ Indemnification and Insurance. Following (i) From and after the Effective Time, Buyer Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification, exculpation or advance of expense or similar agreement by the Company or any Company Subsidiary in favor of any present and former director, officer, employee, fiduciary or agent of the Company and any Company Subsidiary (athe “Indemnification Agreements”) indemnify (and hold harmlessall other indemnification agreements of the Company that are on terms substantially similar to the Indemnification Agreements) and any indemnification, and provide exculpation or advancement of expenses provisions under the Certificate of Incorporation or Bylaws (or comparable organizational documents) as in effect immediately prior to the date of this Agreement; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable Law. (j) Prior to the Effective Time, the Company shall, and for six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, all past provide officers’ and present directors’ liability, officers fiduciary liability and employees similar insurance (collectively, “D&O Insurance”) in respect of the Company (in all of their capacities) (the "Indemnified Parties") acts or omissions occurring prior to the same extent such individuals are indemnified or have the right to advancement of expenses Effective Time covering each Indemnified Person covered as of the date of this Agreement by the Company pursuant Company’s D&O Insurance policies on terms with respect to the Company's certificate coverage and amount no less favorable than those of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained such policy in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directorsas well as covering claims brought against each Indemnified Person under ERISA; provided, indemnification of officersthat, directors and employees and advancement of expensesin satisfying its obligation under this Section 7.7(b), which provisions the Surviving Corporation shall not be amended, repealed or otherwise modified during such six-year period obligated to pay annual premiums in any manner that would adversely affect the rights thereunder aggregate in excess of any Indemnified Party. After 300% of the amount per annum the Company Stockholder Approval paid in its last full fiscal year, which amount the Company has been obtained disclosed to Parent prior to the date of this Agreement. Notwithstanding the foregoing, at any time Parent or the Surviving Corporation may, and as close as practicable prior to the Effective Time, the Company may, with the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), purchase a five-year (measured from “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as aforesaid, and that by its terms shall provide coverage until the sixth annual anniversary of the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' , and officers' liability insurance policy(ies) covering those persons who are currently covered by upon the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms purchase of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent’s and the Surviving Corporation jointly and severally agree Corporation’s obligations pursuant to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in first sentence of this Section 6.6. 7.7(b) shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to Section 7.7(b). (k) The obligations rights of Buyer each Indemnified Person under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 7.7 shall survive the consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person. (l) If Parent, the Effective TimeSurviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the indemnitees to whom this Section 6.6 applies extent necessary, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and Parent or the Surviving Corporation), as the case may be, shall assume the obligations set forth in this Section 7.7.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify Purchaser shall (i) indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same fullest extent such individuals are indemnified lawful, each Person who is now, or have the right has been at any time prior to advancement of expenses as of the date of this Agreement by the Company pursuant or who becomes prior to the Company's certificate of incorporationClosing Date, bylaws and indemnification agreementsan officer, if anydirector, in existence on the date hereof with, employee or for the benefit of, any directors, officers and employees agent of the Company for acts or omissions any of its Subsidiaries against all losses, claims, damages, costs, reasonable expenses, liabilities or judgments or amounts that are paid in settlement with the approval of Purchaser (which approval shall not be unreasonably withheld) in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, whether pertaining to any matter existing now or occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation purchase of the transactions contemplated hereby), Tendered Shares pursuant to the Offer and (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective TimeClosing Date, the provisions set forth in the Company's Certificate current policies of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered and fiduciary liability insurance maintained by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that Purchaser may substitute therefor policies of at least the cost same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Closing Date; provided, however, that in no event shall Purchaser be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400150% of the current annualized costs annual premiums currently paid by the Company for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (b) To the extent the indemnity provided in Section 2.1(c) and Section 5.9(a) is not available or adequate, Stockholder shall indemnify, defend and hold harmless, to the fullest extent lawful, each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Closing Date an officer, director, employee or agent of the Company against all the Company's directors' and officers' liability insurance policies effective during the period from January 31losses, 2002 to January 31claims, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all damages, costs, reasonable expenses, including attorneys' fees, liabilities or judgments or amounts that may be incurred by are paid in settlement with the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations approval of Buyer under this Section 6.6 Stockholder (which approval shall not be terminated unreasonably withheld) in connection with any claim, action, suit, proceeding or modified investigation based in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation whole or in part on or arising in whole or part out of the Merger fact that such Person is or was a director, officer, employee or agent of the Company and pertaining to any matter arising out of the Effective Timenegotiation, (ii) the indemnitees approval, performance, consummation or disclosure of this Agreement, including any action or transaction contemplated by or undertaken pursuant to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).Article II hereof. 65 58

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer the Surviving Company shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, directors and officers of GFI and employees anyone who becomes a director or officer of GFI during the Company period from the date of this Agreement through the Closing Date (in all of their capacities) (the "Indemnified PartiesPersons") for all acts and omissions occurring at or prior to the Effective Time to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company GFI pursuant to the CompanyGFI's certificate of incorporation, bylaws Constituent Documents and indemnification agreements, if any, in existence on the date hereof with, or for with any Indemnified Persons. CME shall cause the benefit of, any directors, officers and employees Constituent Documents of the Surviving Corporation and the Surviving Company for to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are no less favorable to the Indemnified Persons with respect to acts or omissions omission occurring at or prior to the Effective Time than those set forth in the Constituent Documents of GFI as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons. From and after the Effective Time, CME shall guarantee and stand surety for, and shall cause the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.8. (b) Prior to the Closing Date, GFI shall, or if GFI is unable to, CME shall cause the Surviving Company as of or following the Effective Time to, purchase a six year prepaid "tail" policy on the current policies of directors' and officers', employed lawyers' liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated herebyTransactions) ("D & O Insurance"); provided that GFI shall not pay, (b) include and the Surviving Company shall not be required to pay, for such "tail" policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Effective Time, CME shall cause such D & O Insurance to be maintained in effect in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation's (Company. If GFI or the Surviving Company shall for any successor's) certificate of incorporation and bylaws reason fail to obtain such "tail" policy, the Surviving Company or CME shall maintain for a period of six years after the Effective TimeTime such D & O Insurance (provided that the Surviving Company or CME (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on aggregate, no less advantageous to the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions insured); provided that in no event shall not the Surviving Company or CME be amended, repealed or otherwise modified during such six-year period required to pay in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-one year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400300% of the current annualized costs annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of all the Company's directors' and officers' liability insurance policies effective during the period from January 31such D & O Insurance exceed such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly Company or CME shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If CME, the Surviving Company or any of its or their successors or assigns (i) shall consolidate with or merge into any other Person and severally agree shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to pay any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of CME or the Surviving Company, as the case may be, shall assume all expenses, including attorneys' fees, that may be incurred by of the Indemnified Parties in enforcing the indemnity and other obligations provided for set forth in this Section 6.6. 6.8. (d) The obligations of Buyer CME, the Surviving Company and any successors thereto under this Section 6.6 6.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnified Person to whom this Section 6.6 6.8 applies without the consent of such affected indemnitee Indemnified Person (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Indemnified Persons to whom this Section 6.6 6.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.8).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessHoldco agrees that all rights to indemnification, and provide advancement of expenses to, or exculpation (including all past and present directors, officers and employees of the Company (in all of their capacitieslimitations on personal liability) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses existing as of the date of this Agreement by the Company pursuant in favour of each present and former director, officer or employee of Warner Chilcott or any of its Subsidiaries provided for in their respective Organisational Documents or in any agreement to the Company's certificate which Warner Chilcott or any of incorporation, bylaws and indemnification agreements, if any, its Subsidiaries is a party in existence on the date hereof with, or for the benefit of, any directors, officers and employees respect of the Company for acts actions or omissions occurring at or prior to the Effective Time (including for acts actions or omissions occurring in connection with at or prior to the approval Effective Time arising out of the transactions contemplated by this Agreement and Agreement) shall survive the consummation of the transactions contemplated hereby), (b) include Scheme and cause to be maintained shall continue in full force and effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for accordance with their terms. For a period of six (6) years after the Effective Time, Holdco shall maintain in effect the provisions set forth for indemnification, advancement of expenses or exculpation in the Company's Certificate Organisational Documents of Incorporation Warner Chilcott and Bylaws on the date its Subsidiaries or in any agreement to which Warner Chilcott or any of this Agreement regarding elimination of liability of directors, indemnification of officers, directors its Subsidiaries is a party and employees and advancement of expenses, which provisions shall not be amendedamend, repealed repeal or otherwise modified during modify such six-year period provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Effective Time were directors, officers or employees of Warner Chilcott or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in the event any claim, action, suit proceeding or investigation is pending, asserted or made either prior to the Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Warner Chilcott and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time. (b) Holdco agrees that all rights to indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer or employee of Actavis or any of its Subsidiaries provided for in their respective Organisational Documents or in any agreement to which Actavis or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement) shall survive the consummation of the Scheme and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the Merger Effective Time, Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Actavis and its Subsidiaries or in any agreement to which Actavis or any of its Subsidiaries is a party and shall not amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Merger Effective Time were directors, officers or employees of Actavis or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in the event any claim, action, suit, proceeding or investigation is pending, asserted or made either prior to the Merger Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(b) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Actavis and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time. (c) At and after the Effective Time, each of Holdco and Warner Chilcott shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director, officer or employee of Warner Chilcott or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Warner Chilcott or any of its Subsidiaries (each, together with his or her respective heirs and representatives, a “Warner Chilcott Indemnified Party. After ” and, collectively, the Company Stockholder Approval has been obtained “Warner Chilcott Indemnified Parties”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Warner Chilcott Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as close a director, officer or employee of Warner Chilcott or any of its Subsidiaries or as practicable a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Warner Chilcott or any of its Subsidiaries, in each case occurring or alleged to have occurred at or before the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement). (d) At and after the Merger Effective Time, each of Holdco and Actavis shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director, officer or employee of Actavis or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Actavis or any of its Subsidiaries (each, together with his or her respective heirs and representatives, a “Actavis Indemnified Party” and, collectively, the “Actavis Indemnified Parties” and, collectively with the Warner Chilcott Indemnified Parties, the “Indemnified Parties”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Actavis Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Merger Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as a director, officer or employee of Actavis or any of its Subsidiaries or as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Actavis or any of its Subsidiaries, in each case occurring or alleged to have occurred at or before the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the transactions contemplated by this Agreement). (e) For a period of six years from the Effective Time, Holdco shall cause to be maintained in effect (i) the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Completion Date maintained by Warner Chilcott and its Subsidiaries with respect to matters arising on or before the Effective Time (provided that Holdco may substitute therefor policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions that are no less favourable to the insured) or (ii) a “tail” policy (which Warner Chilcott may purchase at its option prior to the Effective Time, the Company and, in such case, Holdco shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE"cause such policy to be in full force and effect, and shall cause all obligations thereunder to be honoured by Warner Chilcott) under its Warner Chilcott’s existing directors' ’ and officers' liability ’ insurance policy(ies) covering policy that covers those persons who are currently covered by the Company's Warner Chilcott’s directors' ’ and officers' liability ’ insurance policy on in effect as of the date hereof for actions and omissions occurring at or prior to the Effective Time, is from a carrier with comparable credit ratings to Warner Chilcott’s existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no more favorable less favourable to such Indemnified Parties the insured than those of Warner Chilcott’s directors’ and officers’ insurance policy in effect as of the terms of such current insurance coveragedate hereof; provided, that however, that, after the cost of such reporting tail coverage Effective Time, Holdco shall not exceed 400be required to pay annual premiums in excess of 300% of the current annualized costs last annual premium paid by Warner Chilcott prior to the date hereof in respect of all the Company's coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. (f) For a period of six years from the Merger Effective Time, Holdco shall cause to be maintained in effect (i) the coverage provided by the policies of directors' ’ and officers' ’ liability insurance and fiduciary liability insurance in effect as of the Completion Date maintained by Actavis and its Subsidiaries with respect to matters arising on or before the Merger Effective Time (provided that Holdco may substitute therefor policies effective during with a carrier with comparable credit ratings to the period existing carrier of at least the same coverage and amounts containing terms and conditions that are no less favourable to the insured) or (ii) a “tail” policy (which Actavis may purchase at its option prior to the Merger Effective Time, and, in such case, Holdco shall cause such policy to be in full force and effect, and shall cause all obligations thereunder to be honoured by Actavis) under Actavis’s existing directors’ and officers’ insurance policy that covers those persons who are currently covered by Actavis’s directors’ and officers’ insurance policy in effect as of the date hereof for actions and omissions occurring at or prior to the Merger Effective Time, is from January 31a carrier with comparable credit ratings to Actavis’s existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no less favourable to the insured than those of Actavis’s directors’ and officers’ insurance policy in effect as of the date hereof; provided, 2002 however, that, after the Merger Effective Time, Holdco shall not be required to January 31pay annual premiums in excess of 300% of the last annual premium paid by Actavis prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, 2003but in such case shall purchase as much coverage as reasonably practicable for such amount. (g) The rights of each Indemnified Party under this Clause 7.3 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Organisational Documents of Warner Chilcott or any of its Subsidiaries or the Organisational Documents of Actavis or any of its Subsidiaries, as applicable, any agreement, any insurance policy, the Act (or any other applicable Law) or otherwise. Buyer The provisions of this Clause 7.3 shall survive the consummation of the Acquisition and the Surviving Corporation jointly Merger and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies Indemnified Party without the written consent of such affected indemnitee Indemnified Party (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies Indemnified Parties shall be third party beneficiaries of this Clause 7.3 and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding entitled to enforce the covenants contained in this Clause 7.3). Holdco shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Clause 7.3. (h) In the event Holdco or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys more than 50% of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Buyer and Holdco assume the Surviving Corporation)obligations set forth in this Clause 7.3.

Directors’ and Officers’ Indemnification and Insurance. Following 7.7.1. Northfield Bancorp shall maintain, or shall cause Northfield Bank to maintain, in effect for six (6) years following the Effective Time, Buyer shall the current directors’ and officers’ liability insurance policies maintained by VSB Bancorp (a) indemnify and hold harmlessprovided, and provide advancement that Northfield Bancorp may substitute therefor policies of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to at least the same extent such individuals coverage containing terms and conditions that are indemnified or have the right not materially less favorable) with respect to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time Time; provided, however, that in no event shall Northfield Bancorp be required to expend pursuant to this Section 7.7.1, in the aggregate for such policy or policies, more than two-hundred percent (including 200%) of the annual cost currently expended by VSB Bancorp with respect to such insurance (the “Maximum Amount”); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Northfield Bancorp shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for acts or omissions occurring in an annual premium equal to the Maximum Amount. In connection with the approval foregoing, VSB Bancorp agrees in order for Northfield Bancorp to fulfill its agreement to provide directors’ and officers’ liability insurance policies for six years, to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for prior claims. 7.7.2. For a period of six (6) years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation Northfield Bancorp shall indemnify, defend and Bylaws on hold harmless each person who is now, or who has been at any time before the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed hereof or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to who becomes before the Effective Time, an officer, director or employee of VSB Bancorp or a VSB Bancorp Subsidiary (the Company “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall purchase require the prior written consent of Northfield Bancorp, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a five-year “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of VSB Bancorp or a VSB Bancorp Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring before the Effective Time (measured including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time (the “Indemnified Liabilities”), to the fullest extent as would have been permitted by VSB Bancorp under the New York Business Corporation Law and under VSB Bancorp’s certificate of incorporation and bylaws, to the extent not prohibited by Delaware or federal law or regulation. Northfield Bancorp shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted by Delaware law (and to the extent not prohibited by federal law or regulation) upon receipt of an undertaking to repay such advance payments if the Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.7.2 upon learning of any Claim, shall notify Northfield Bancorp (but the failure so to notify Northfield Bancorp shall not relieve Northfield Bancorp from any liability that it may have under this Section 7.7.2, except to the extent such failure materially prejudices Northfield Bancorp) and shall deliver to Northfield Bancorp the undertaking referred to in the previous sentence. In the event of any such Claim (whether arising before or after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE"i) under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by Northfield Bancorp shall have the Company's directors' and officers' liability insurance policy on terms no more favorable right to such assume the defense thereof (in which event the Indemnified Parties than will cooperate in the terms defense of any such matter) and upon such assumption Northfield Bancorp shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Northfield Bancorp elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises 64 the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between Northfield Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and Northfield Bancorp shall pay the reasonable fees and expenses of such current insurance coverage; providedcounsel for the Indemnified Parties, that (ii) except to the cost extent otherwise required due to conflicts of interest, Northfield Bancorp shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties and the reasonable fees and expenses of such reporting tail coverage law firm shall be paid promptly as statements are received unless there is a conflict of interest that necessitates more than one law firm, (iii) Northfield Bancorp shall not exceed 400% be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) no Indemnified Party shall be entitled to indemnification hereunder with respect to a matter as to which (x) he shall have been adjudicated in any proceeding not to have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of VSB Bancorp or any VSB Bancorp Subsidiary, or (y) in the current annualized costs event that a proceeding is compromised or settled so as to impose any liability or obligation upon an Indemnified Party, if there is a determination that with respect to said matter said Indemnified Party did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 VSB Bancorp or any VSB Bancorp Subsidiary. 7.7.3. The obligations of Northfield Bancorp provided under this Section 7.7 are intended to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred enforceable against Northfield Bancorp directly by the Indemnified Parties and shall be binding on all respective successors and permitted assigns of Northfield Bancorp. Northfield Bancorp shall pay all reasonable costs, including attorneys’ fees, as incurred and in advance of the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.67.7 to the fullest extent permitted under applicable law; provided, however such payment of costs shall be immediately reimbursed to Northfield Bancorp by such Indemnified Party if the Indemnified Party is not successful in enforcing the indemnity or other obligations provided for in this Section 7.7. The obligations rights of Buyer each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. 7.7.4. Any indemnification payments made pursuant to this Section 6.6 shall not be terminated or modified in such a manner as 7.7 are subject to adversely affect any indemnitee to whom this and conditioned upon their compliance with Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i18(k) this Section 6.6 shall survive the consummation of the Merger Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and the Effective Time, regulations promulgated thereunder by the FDIC (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation12.C.F.R. Part 359).

Directors’ and Officers’ Indemnification and Insurance. (a) Following the Effective Time, Buyer ConocoPhillips and the Surviving Corporation shall (ai) jointly and severally indemnify and hold harmless, and provide advancement of expenses Expenses to, all past and present directors, officers and employees of the Company Burlington and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"A) without limitation to subclause (B) below, to the same extent such individuals are indemnified or have the right to advancement of expenses Expenses as of the date of this Agreement by the Company Burlington pursuant to the Company's certificate its Certificate of incorporation, bylaws Incorporation and By-Laws of Burlington and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directorssuch individuals and (B) without limitation to subclause (A) above, officers and employees of to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), ) and (bii) include and cause to be maintained in effect in the Certificate of Incorporation and By-Laws of the Surviving Corporation's Corporation (or any successor'ssuccessor to the Surviving Corporation) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which Expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions shall not be amended, repealed or otherwise modified during such sixcontained in the current Certificate of Incorporation and By-year period in any manner that would adversely affect the rights thereunder Laws of any Indemnified PartyBurlington. After the Company Stockholder Approval has been obtained and as close as practicable Prior to the Effective Time, Burlington shall endeavor to (and if it is unable to, ConocoPhillips shall cause the Company shall purchase a five-year (measured from Surviving Corporation to after the Effective Time) extended reporting period endorsement with commercially reasonable terms obtain and fully pay ("REPORTING TAIL COVERAGE") under up to a maximum cost of 300% of the current annual premium paid by Burlington for its existing coverage in the aggregate) for "tail" insurance policies (providing only for the Side A coverage for such covered individuals where the existing policies also include coverage for Burlington) with a claims period of at least six years from the Effective Time from an insurance carrier with the same or better credit rating as Burlington's current insurance carrier with respect to directors' and officers' liability insurance policy(iesin an amount and scope at least as favorable as Burlington's existing policies with respect to matters existing or occurring at or prior to the Effective Time. (b) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms The obligations of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer ConocoPhillips and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 6.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.7 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.7 applies shall be third third-party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.7).

Directors’ and Officers’ Indemnification and Insurance. Following (a) The Surviving Corporation and its Subsidiaries shall, and comScore shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of Rentrak and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Effective Time between Rentrak or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of Rentrak or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time, Buyer shall (a) indemnify the Surviving Corporation and hold harmlessits Subsidiaries shall, and provide comScore shall cause the Surviving Corporation and its Subsidiaries to, cause their respective certificates of incorporation and bylaws (and other similar organizational documents) to contain provisions with respect to indemnification, advancement of expenses toand exculpation that are at least as favorable as the indemnification, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as and exculpation provisions contained in the Articles of the date Incorporation and bylaws (or other similar organizational documents) of this Agreement by the Company pursuant Rentrak and its Subsidiaries immediately prior to the Company's certificate Effective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any respect except as and to the extent required by applicable Legal Requirements. (b) For a period of incorporationsix (6) years following the Effective Time, bylaws the Surviving Corporation shall, and indemnification agreementscomScore shall cause the Surviving Corporation to, if any, maintain in existence on effect the date hereof with, existing policy of Rentrak’s directors’ and officers’ liability insurance (the “D&O Policy”) covering claims arising from facts or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring events that occurred at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and other transactions contemplated herebyby this Agreement to the extent that such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided, however, that in no event shall comScore or the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the current annual premium paid by Rentrak (which annual premium is set forth on Section 7.8(b) of the Rentrak Disclosure Letter) for such insurance (such 200% amount, the “Maximum Annual Premium”), (b) include and cause to be maintained in effect in provided that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation's (or any successor's) certificate of incorporation Corporation shall be obligated to obtain, and bylaws comScore shall cause and financially enable the Surviving Corporation to obtain, a policy with the greatest coverage available for a period of six years after cost not exceeding the Maximum Annual Premium. Prior to the Effective Time, notwithstanding anything to the provisions set forth contrary in the Company's Certificate this Agreement, in lieu of Incorporation and Bylaws on the date of its obligations under this Agreement regarding elimination of liability of directorsSection 7.8(b), indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed comScore or otherwise modified during such Rentrak may purchase a six-year period “tail” prepaid policy on the D&O Policy on terms and conditions no less advantageous than the D&O Policy, and in any manner the event that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable comScore shall purchase such a “tail” policy prior to the Effective Time, the Company Surviving Corporation shall, and comScore shall purchase a five-year (measured from cause the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' Surviving Corporation to, maintain such “tail” policy in full force and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' effect and officers' liability insurance policy on terms no more favorable continue to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs honor their respective obligations thereunder in lieu of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer other obligations of comScore and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 7.8(b) for so long as such “tail” policy shall be maintained in full force and effect. (c) The obligations under this Section 7.8 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any indemnitee Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to whom this in Section 6.6 applies 7.8(b) (and their heirs and representatives)) without the prior written consent of such affected indemnitee Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 7.8(b) (it being expressly agreed that (i) this Section 6.6 shall survive the consummation and their heirs and representatives). Each of the Merger Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 7.8(b) (and the Effective Time, (iitheir heirs and representatives) the indemnitees are intended to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 7.8, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 7.8(b) (iiiand their heirs and representatives)) under this Section 6.6 7.8 shall be binding in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all successors and assigns indemnification agreements of Buyer and or entered into by Rentrak or any of its Subsidiaries, or applicable Legal Requirement (whether at law or in equity). (d) In the event that comScore, the Surviving CorporationCorporation or any of their Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers at least fifty percent (50%) of its properties and assets to any other person, then in each case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.8.

Directors’ and Officers’ Indemnification and Insurance. Following From and after the Effective Time, Buyer shall CME Group and the Surviving Corporation jointly and severally shall (a) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees prior to the Effective Time of NYMEX Holdings and the Company NYMEX Holdings Subsidiaries (in all of their capacities) (the "“Indemnified Parties"Persons”) (i) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company NYMEX Holdings pursuant to the Company's certificate of incorporation, bylaws NYMEX Holdings’ Constituent Documents and indemnification agreements, if any, in existence on the date hereof withwith any Indemnified Persons and (ii) without limitation to clause (i), or for to the benefit offullest extent permitted by Law, any (b) honor the provisions regarding elimination of liability of directors, officers indemnification of officers, directors and employees and advancement of expenses contained in NYMEX Holdings’ Constituent Documents immediately prior to the Effective Time and ensure that the Certificate of Incorporation and Bylaws of the Company Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of NYMEX Holdings and the NYMEX Holdings Subsidiaries than are presently set forth in the Certificate of Incorporation and Bylaws of NYMEX Holdings and (c) maintain for acts a period of six (6) years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D & O Insurance”) maintained by NYMEX Holdings (provided that the Surviving Corporation (or omissions occurring any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or prior to events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); and provided, (b) include and cause to be maintained further, that in effect in no event shall the Surviving Corporation's Corporation be required to expend in any one year more than 250% of the current annual premium expended by NYMEX Holdings and the NYMEX Holdings Subsidiaries to maintain or procure such D & O Insurance immediately prior to the Effective Time (or any successor's) certificate such 250% amount, the “Maximum Annual Premium”); provided, further, that if the annual premiums of incorporation and bylaws such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a period cost not exceeding the Maximum Annual Premium. Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Persons, on or prior to the sixth anniversary of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions Section 6.9 shall not be amended, repealed or otherwise modified during such six-year period continue in any manner that would adversely affect effect until the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms final disposition of such current insurance coverage; providedclaim, that the cost action, suit, proceeding or investigation. The obligations of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer CME Group and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 6.9 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.9 applies without the written consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.9 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) 6.9). The rights of any Indemnified Person under this Section 6.6 6.9 shall be binding in addition to any other rights such Indemnified Person may have under the Certificate of Incorporation or Bylaws of the Surviving Corporation or any of its Subsidiaries, under the DGCL, or otherwise. The provisions of this Section 6.9 shall survive the consummation of the Merger. In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing entity or Surviving Corporation in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of Buyer and the Surviving Corporation), as the case may be, shall assume the obligations set forth in this Section 6.9. CME Group shall reimburse all reasonable out-of-pocket expenses, including reasonable attorneys’ fees, incurred by an Indemnified Person in connection with any successful action seeking enforcement of such Indemnified Person’s rights provided in this Section 6.9.

Directors’ and Officers’ Indemnification and Insurance. Following (a) For a period of six years following the Effective Time, Buyer shall (a) indemnify the Surviving Corporation and hold harmlessits Subsidiaries shall, and provide advancement of expenses Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all past and present directors, officers and employees respects the obligations of the Company (and its Subsidiaries under any and all indemnification agreements in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of effect on the date of this Agreement by that have been disclosed to Parent between the Company pursuant to the Company's certificate or any of incorporation, bylaws its Subsidiaries and indemnification agreements, if any, in existence on the date hereof with, any of their respective current or for the benefit of, any directors, former directors and officers and employees any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, for acts a period of six (6) years following the Effective Time, the Surviving Corporation and its Subsidiaries shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to, cause their respective certificates of incorporation and bylaws (and other similar organizational documents) to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificate of incorporation and bylaws (or omissions occurring other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Effective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any respect except as and to the extent required by applicable Law. (b) For a period of six (6) years following the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the existing policy of the Company’s directors’ and officers’ liability insurance (the “D&O Policy”) covering claims arising from facts or events that occurred at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer and the Merger and other transactions contemplated herebyby this Agreement to the extent that such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend in any one year an amount in excess of 250% of the current annual premium paid by the Company (which annual premium is set forth on Section 8.9(b) of the Company Disclosure Letter) for such insurance (such 250% amount, the “Maximum Annual Premium”), (b) include and cause to be maintained in effect in provided that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws Corporation shall be obligated to obtain a policy with the greatest coverage available for a period of six years after cost not exceeding the Maximum Annual Premium. Prior to the Effective Time, notwithstanding anything to the provisions set forth contrary in this Agreement, in lieu of its obligations under this Section 8.9(b), Parent or the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such Company may purchase a six-year period “tail” prepaid policy on the D&O Policy on terms and conditions no less advantageous, in any manner the aggregate, than the D&O Policy, and in the event that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Parent shall purchase such a “tail” policy prior to the Effective Time, the Company Surviving Corporation shall, and Parent shall purchase a five-year (measured from cause the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' Surviving Corporation to, maintain such “tail” policy in full force and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' effect and officers' liability insurance policy on terms no more favorable continue to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs honor their respective obligations thereunder in lieu of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer other obligations of Parent and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 8.9(b) for so long as such “tail” policy shall be maintained in full force and effect. (c) The obligations under this Section 8.9 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any indemnitee Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to whom this in Section 6.6 applies 8.9(b) (and their heirs and representatives)) without the prior written consent of such affected indemnitee Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 8.9(b) (it being expressly agreed that (i) this Section 6.6 shall survive the consummation and their heirs and representatives). Each of the Merger Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 8.9(b) (and the Effective Time, (iitheir heirs and representatives) the indemnitees are intended to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 8.9 with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 8.9(b) (iiiand their heirs and representatives)) under this Section 6.6 8.9 shall be binding in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all successors and assigns indemnification agreements of Buyer and or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (d) In the event that Parent, the Surviving CorporationCorporation or any of their Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers at least fifty percent (50%) of its properties and assets to any other person, then in each case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 8.9.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer Parent and the Amalgamated Company shall (a) indemnify and hold harmlesscause all rights to indemnification, and provide advancement of expenses to, all past and exculpation now existing in favor of any present directors, officers and employees or former director or officer of the Company (in all or any of their capacities) its Subsidiaries (the "“Indemnified Parties"”) as provided in the Company Organizational Documents, or in agreements, copies of which have been provided to Parent prior to the same extent such individuals are indemnified date of this Agreement, between an Indemnified Party and the Company or have the right to advancement one of expenses as of its Subsidiaries or otherwise in effect on the date of this Agreement by to survive the Company pursuant Amalgamation and to the Company's certificate of incorporation, bylaws continue in full force and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of not less than six (6) years after the Effective Time, the provisions or, if longer, for such period as is set forth in the Company's Certificate of Incorporation and Bylaws any applicable agreement with an Indemnified Party in effect on the date of this Agreement regarding elimination Agreement, copies of liability which have been provided to Parent prior to the date of directors, indemnification this Agreement. Parent shall guarantee such performance by the Amalgamated Company. (b) Parent shall cause the Amalgamated Company to indemnify all Indemnified Parties to the fullest extent permitted by applicable Laws with respect to all acts and omissions arising out of officers, or relating to their services as directors and employees and advancement or officers of expenses, which provisions shall not be amended, repealed the Company or otherwise modified during such six-year period its Subsidiaries occurring prior to or at the Effective Time. If any Indemnified Party is or becomes involved in any manner that would adversely affect Legal Action in connection with any matter occurring prior to or at the rights thereunder of any Effective Time, Parent shall cause the Amalgamated Company to pay as incurred such Indemnified Party. After ’s legal fees, costs and expenses incurred in connection with such Legal Action, subject to the Company Stockholder Approval has been obtained Amalgamated Company’s receipt of an undertaking by or on behalf of such Indemnified Party, if and as close as practicable only to the extent required by applicable Law, to repay such legal fees, costs and expenses if it is ultimately determined under applicable Laws that such Indemnified Party is not entitled to be indemnified. (c) Prior to the Effective Time, the Company shall purchase a five-year (measured from and, if the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by Company is unable to, Parent shall cause the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms Amalgamated Company to, as of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) years after the Effective Time which obligation may be satisfied by extending the current policies of directors’ and officers’ liability insurance maintained by the Company or by providing for policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous with respect to claims arising out of or relating to events which occurred before or at the Effective Time so long as the Amalgamated Company is not required to pay an annual premium in excess of 300% of the last annual premium paid by the Company for such insurance prior to the date of this Agreement (such 300% amount being the “Maximum Premium”). If the Amalgamated Company is unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, the Amalgamated Company shall instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. (d) The covenants contained in this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. (e) In the event that the Amalgamated Company or any of its successors or assigns (i) consolidates with, amalgamates with or merges into any other person and shall not be the continuing or surviving company or entity of such consolidation, amalgamation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the indemnitees successors or assigns of the Amalgamated Company, as the case may be, shall succeed to whom the obligations set forth in this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)5.9.

Directors’ and Officers’ Indemnification and Insurance. Following 7.11.1 CU Bancorp and CUB shall permit PC Bancorp and PCB purchase a policy of officers’ and directors’ liability insurance with terms comparable to the policy currently in effect which provides coverage (the “Tail Coverage”) for forty-eight (48) months from the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified Time for claims arising from facts or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or events that occurred prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and “Tail Policy”); provided, however, that the consummation total cost of the transactions contemplated hereby), (b) include and cause to be maintained in effect in premiums for such Tail Policy shall not exceed 250% of the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for current annual premium. 7.11.2 For a period of six three (3) years after the Effective Time, CU Bancorp shall, and shall cause Surviving Corporation, Surviving Bank Holding Company, CUB, Surviving Bank or any other entity resulting from the provisions set forth transactions contemplated by this Agreement and the several agreements referenced herein and appended hereto to maintain and preserve the rights to indemnification of officers and directors provided for in the Company's Certificate Articles of Incorporation and Bylaws bylaws of PC Bancorp and the Articles of Association and bylaws of PCB as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of this Agreement regarding elimination of liability of directorsacts, indemnification of officersomissions, directors and employees and advancement of expensesevents, which provisions shall not be amended, repealed matters or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable circumstances occurring or existing prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; providedincluding, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31without limitation, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Timeother transactions contemplated by this Agreement, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Governmental Entities. 7.11.3 The provisions of this Section 7.11 are intended to be for the benefit of, and shall be enforceable by, each director or officer of PC Bancorp and PCB and his or her heirs and representatives. 7.11.4 In the event that either CU Bancorp, Surviving Corporation, CUB or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving bank or entity of such consolidation or merger or (ii) the indemnitees transfers all or substantially all of its properties and assets to whom this Section 6.6 applies any person, then, and in each such case, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and CUB shall assume the Surviving Corporation)obligations set forth in this Section 7.11.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessParent agrees that all rights to indemnification, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company (including for acts each, an “Indemnified Person”) acting in such capacities as provided in their respective certificates of the Company Charter Documents and any indemnification or omissions occurring other agreements of the Company as in connection with effect on the approval date of this Agreement (to the extent that copies have been made available to Parent prior to the date of this Agreement) shall be assumed by the Surviving Company in the Merger, without further action, at the Effective Time, and shall survive the consummation of the transactions contemplated hereby)Merger and shall continue in full force and effect in accordance with their terms; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable Law. (b) include and cause to be maintained in effect in the Surviving Corporation's For seven (or any successor's7) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth Surviving Company shall maintain in effect any existing officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Indemnified Person currently covered by the Company's Certificate ’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of Incorporation and Bylaws such policy in effect on the date of this Agreement regarding elimination of liability of directorsAgreement; provided, indemnification of officershowever, directors and employees and advancement of expensesthat, which provisions in satisfying its obligation under this Section 6.7(b), the Surviving Company shall not be amended, repealed or otherwise modified during such six-year period obligated to pay an aggregate premium in any manner that would adversely affect excess of 250% of the rights thereunder of any Indemnified Party. After amount per annum the Company Stockholder Approval paid in its last full fiscal year, which amount the Company has been obtained disclosed to Parent prior to the date of this Agreement. Notwithstanding the foregoing, at any time Parent or the Surviving Company may, and if so directed by Parent prior to the Effective Time the Company shall, purchase a ‘‘tail’’ directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and amount as close as practicable to aforesaid, and which by its terms shall provide coverage until the seventh annual anniversary of the Effective Time, and upon the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent’s and the Surviving Corporation jointly and severally agree Company’s obligations pursuant to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in first sentence of this Section 6.6. 6.7(b) shall cease. (c) The obligations rights of Buyer each Indemnified Person under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 6.7 shall survive the consummation of the Merger and the Effective Timeare intended to benefit, (ii) the indemnitees to whom this Section 6.6 applies and shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)enforceable by, each Indemnified Person.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer the Surviving Corporation shall (a) indemnify and hold harmless, and provide advancement of expenses to, harmless all past and present directors, officers and employees directors of the Company (in all of their capacities) and its Subsidiaries (the "“Indemnified Parties"”) for acts or omissions related to such Indemnified Party’s service as a director or officer of the Company or its Subsidiaries occurring at or prior to the same Effective Time to the fullest extent permitted by the DGCL or any other applicable Law or provided under the Company Certificate of Incorporation and the Company Bylaws in effect on the date hereof; provided that such individuals indemnification shall be subject to any limitation imposed from time to time under applicable Law. (b) From the Effective Time and for a period of six (6) years thereafter, Parent shall or shall cause the Surviving Corporation to maintain in effect directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are indemnified currently covered by the Company’s directors’ and officers’ liability insurance policy (a copy of which has been made available or have delivered to Parent) on terms with respect to such coverage and amount no less favorable than those of such current insurance coverage; provided, however, that in no event will Parent or the right Surviving Corporation be required to advancement expend in any one year an amount in excess of expenses as 300% of the date of this Agreement annual premiums currently paid by the Company pursuant to the Company's certificate of incorporationfor such insurance, bylaws and indemnification agreements, if any, in existence which annual premiums currently paid are set forth on the date hereof with, or for the benefit of, any directors, officers and employees Section 5.9 of the Company Disclosure Letter (the “Maximum Premium”); and provided, further, that, if the annual premiums for such insurance coverage exceed the Maximum Premium, Parent and the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, however, that at the Company’s option in lieu of the foregoing insurance coverage, the Company shall purchase prior to the Effective Time six (6) year “tail” insurance coverage that provides coverage identical in all material respects to the coverage described above, provided that the Company does not pay more than the Maximum Premium. (c) Parent and the Company agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including and rights for acts or omissions occurring advancement of expenses) now existing in connection with the approval of this Agreement and the consummation favor of the transactions contemplated hereby), current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws (bor comparable organizational documents) include and cause to be maintained any indemnification or other agreements of the Company and its Subsidiaries as in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination and furnished to Parent prior to the date hereof shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Further, the certificate of liability incorporation and bylaws of directorsthe Surviving Corporation shall contain provisions no less favorable with respect to indemnification, indemnification advancement of officers, expenses and exculpation of former or present directors and employees officers than are presently set forth in the Company Certificate of Incorporation and advancement of expensesCompany Bylaws, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and such individuals, except as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered amendments may be required by the Company's directors' and officers' liability insurance policy on terms no more favorable to DGCL during such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this period. (d) This Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 5.9 shall survive the consummation of the Merger Merger, is intended to benefit the Company, the Surviving Corporation and the Effective Timeeach Indemnified Party, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in on all successors and assigns of Buyer and the Surviving Corporation)Corporation and Parent, and shall be enforceable by the Indemnified Parties. The provisions of this Section 5.9 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs, and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (e) In the event that the Surviving Corporation or its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to the obligations set forth in this Section 5.9. In addition, the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 5.9.

Directors’ and Officers’ Indemnification and Insurance. Following ------------------------------------------------------ the Effective Time, Buyer Globespan shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Virata and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"i) to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Virata pursuant to the CompanyVirata's certificate Certificate of incorporationIncorporation, bylaws By-Laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of Virata and its Subsidiaries and (ii) without limitation to subclause (i) above, to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate Certificate of incorporation Incorporation and bylaws By-Laws for a period of six (6) years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses that are, which in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions shall not contained in the current Certificate of Incorporation and By-Laws of Virata and (c) cause to be amendedmaintained, repealed or otherwise modified during such six-year for a period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to six (6) years after the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Virata (provided that Globespan (or any successor thereto) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions that are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost -------- ------- in no event shall Globespan be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400300% of the current annualized costs annual premiums paid by Virata on the date hereof for such insurance; and, provided further that if the annual premiums of all such insurance -------- ------- coverage exceed such amount, Globespan shall obtain a policy with the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer Globespan under this Section 6.6 6.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.7 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.7 applies shall be third third-party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation6.7).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify The Certificate of Incorporation and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees By-Laws of the Company Surviving Corporation shall contain provisions (in all of their capacities) (the collectively, "Indemnified PartiesIndemnification Provisions") no less -------------------------- favorable with respect to the same extent such individuals indemnification than are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Restated Certificate of Incorporation and Bylaws on By-Laws of the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesCompany, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six years from the Effective Time in any manner that would affect adversely affect the rights thereunder of any Indemnified Party. After individuals who at the Company Stockholder Approval has been obtained and as close as practicable to Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. (b) The Surviving Corporation shall maintain in effect for six years from the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; providedif available, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during maintained by the period from January 31, 2002 to January 31, 2003. Buyer Company (provided that Parent and the Surviving Corporation jointly may substitute therefor policies of at least the same coverage containing terms and severally agree conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be required to expend pursuant to this Section 6.07(b) more than an amount per year equal to 200% of current annual premiums paid by the Company for such insurance (which the Company represents to be $476,525 for the 12 month period ended October 1, 1999); provided further that, in the event of an -------- ------- expiration, termination or cancellation of such current policies, Parent or the Surviving Corporation shall be required to obtain as much coverage as is possible under substantially similar policies for such 200% amount. (c) Prior to the Effective Time, the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer or employee of the Company and each Subsidiary (collectively, the "Indemnified Parties") against all costs and expenses (including attorneys' -------------------- fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director or employee whether occurring before or after the Effective Time (including, without limitation, the Transactions), for a period of six years after the date hereof. Without limiting the generality of the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) the Company or the Surviving Corporation, as the case may be, shall pay as incurred, each Indemnified Party's legal and other expenses (including costs of investigation and preparation), including the fees and expenses of counsel selected by the Indemnified Party, promptly after statements therefor are received and (ii) the Company and the Surviving Corporation shall cooperate in the defense of any such matter; provided, -------- however, that none of the Company or the Surviving Corporation ------- shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided further that, in the -------- ------- event that any claim for indemnification is asserted or made within such six- year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. The parties intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 6.07 shall apply without limitation to negligent acts or omissions of any Indemnified Party. Any determination to be made as to whether any Indemnified Party has met any standard of conduct imposed by law shall be made by legal counsel reasonably acceptable to such Indemnified Party and the Surviving Corporation, retained at the Surviving Corporation's expense. The Company or the Surviving Corporation shall pay all expenses, including attorneys' feescounsel fees and expenses, that any Indemnified Party may be incurred by the Indemnified Parties incur in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations 6.07. (d) In the event the Company, the Surviving Corporation or Parent or any of Buyer under this Section 6.6 their respective successors or assigns (i) consolidates with or merges into any other person and shall not be terminated the continuing or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent surviving corporation or entity of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, consolidation or merger or (ii) the indemnitees transfers all or substantially all of its properties and assets to whom this Section 6.6 applies any person, then and in each such case, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer the Company, the Surviving Corporation or Parent, as the case may be, shall assume the obligations set forth in this Section 6.07. (e) This Section 6.07 is intended to benefit the Indemnified Parties and their respective heirs, executors and personal representatives, may be enforced by them and shall be binding on the successors and assigns of Parent, the Company and the Surviving Corporation). This Section 6.07 shall not limit or otherwise adversely affect any rights any Indemnified Party may have under any agreement with the Company or any Subsidiary or the Company's or any Subsidiary's Articles of Incorporation or By-Laws.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify The Articles of Incorporation and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees By-Laws of the Company (in all of their capacities) (the "Indemnified Parties") Surviving Corporation shall contain provisions no less favorable with respect to the same extent such individuals indemnification than are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on By- laws of the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesCompany, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of 6 years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. After individuals who at or prior to the Effective Time were directors, officers or employees of the Company. (b) For 6 years after the Effective Time, the Surviving Corporation will indemnify and hold harmless each present and former director and officer of the Company Stockholder Approval has been obtained (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") (but only to the extent such Costs are not otherwise covered by insurance and as close as practicable paid) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, "Claims"), arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, the Company shall purchase a five-year (measured from whether asserted or claimed prior to, at or after the Effective Time) extended reporting period endorsement with commercially reasonable terms , to the fullest extent permitted under applicable law ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly will also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification). (c) Any Indemnified Party wishing to claim indemnification under Section 6.7(b), upon learning of any such Claim, shall promptly notify Parent thereof. (d) Parent shall, or shall cause, the Surviving Corporation to maintain the Company's existing officers' and severally agree to pay all expensesdirectors' liability insurance ("D&O Insurance") for a period of 6 years after the Effective Time so long as the annual premium therefor is not in excess of twice the current premium (the "Maximum Premium"); provided, including attorneys' feeshowever, that may be incurred if the existing D&O Insurance expires, or -------- ------- is terminated or canceled by the Indemnified Parties insurance carrier during such period, the Surviving Corporation will use its reasonable best efforts to obtain as much D&O Insurance and, to the extent possible, covering substantially the same matters that were covered under the D&O Insurance as in enforcing effect on the indemnity and other obligations provided date hereof, as can be obtained for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent remainder of such affected indemnitee period for a premium not in excess (it being expressly agreed that on an annualized basis) of the Maximum Premium. (e) If the Surviving Corporation or Parent or any of their respective successors or assigns, (i) this Section 6.6 shall survive reorganizes or consolidates with or merges into any other person and is not the consummation resulting, continuing or surviving corporation or entity of the Merger and the Effective Time, such consolidation or merger or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person, then, and in each such case, prior to such action, proper provision will be made so that the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and such party assume the obligations of Surviving Corporation)Corporation or Parent hereunder, as applicable.

Directors’ and Officers’ Indemnification and Insurance. Following (a) The parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Parent Parties and the Company as provided in their respective Organizational Documents (the “D&O Indemnified Persons”), in each case as in effect on the date of this Agreement, or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and any of the Parent Parties in effect on the date hereof and disclosed in Schedule 7.13(a), shall survive the Closing and continue in full force and effect in accordance with their respective terms to the fullest extent permitted by applicable Law. For a period of six (6) years after the Effective Time, Buyer Parent shall (a) indemnify cause the Organizational Documents of Parent and hold harmless, the Surviving Corporation to contain provisions no less favorable with respect to exculpation and provide indemnification of and advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals D&O Indemnified Persons than are indemnified or have the right to advancement of expenses set forth as of the date of this Agreement by in the Company pursuant Organizational Documents of the Parent Parties and the Company, as applicable, to the Company's certificate fullest extent permitted by applicable Law. The provisions of incorporation, bylaws this Section 7.13 shall survive the Effective Time and indemnification agreements, if any, in existence on the date hereof with, or are intended to be for the benefit of, any directorsand shall be enforceable by, officers and employees each of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement D&O Indemnified Persons and the consummation of the transactions contemplated hereby), their respective heirs and representatives. (b) include For a period of six (6) years from the Effective Time, Parent shall maintain in effect directors’ and officers’ liability insurance covering the D&O Indemnified Persons on terms not less favorable than the terms of the current directors’ and officers’ liability insurance policies under which each such D&O Indemnified Person is currently covered, provided however, that Parent may instead cause coverage to be extended under the applicable existing policy by obtaining a “tail” insurance policy that provides coverage for up to a six-year period from the Effective Date, for the benefit of the D&O Indemnified Persons (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the applicable existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. Parent shall cause such D&O Tail Insurance to be maintained in effect in full force and effect, for its full term, and cause the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable other Parent Parties to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of honor all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)thereunder.

Directors’ and Officers’ Indemnification and Insurance. Following 7.7.1 BHLB shall maintain in effect for six (6) years following the Effective Time, Buyer the current directors’ and officers’ liability insurance policies maintained by Beacon Federal (provided, that BHLB may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall BHLB be required to expend pursuant to this Section 7.7.1 more than an amount equal to 150% of the current annual amount expended by Beacon Federal with respect to such insurance, as set forth in Beacon Federal Disclosure Schedule 7.7.1 (athe “Maximum Amount”); provided, further, that if the amount of the aggregate premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, BHLB shall maintain the most advantageous policies of directors and officers insurance obtainable for an annual premium equal to the Maximum Amount. In connection with the foregoing, Beacon Federal agrees in order for BHLB to fulfill its agreement to provide directors and officers liability insurance policies for six (6) indemnify years to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of any prior claims. 7.7.2 In addition to Section 7.7.1, BHLB shall, from and after the Effective Date, to the fullest extent permitted under applicable law and the current provisions of the articles of incorporation and bylaws (or comparable organizational documents) of Beacon Federal and the Beacon Federal Subsidiaries (to the extent not prohibited by federal law), indemnify, defend and hold harmlessharmless each Person who is now, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on who has been at any time before the date hereof withor who becomes before the Effective Time, an officer or director of Beacon Federal or any Beacon Federal Subsidiary (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of BHLB, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or for the benefit ofadministrative (each, any directors, officers and employees a “Claim”) in which an Indemnified Party is or is threatened to be made a party or witness in whole or in part or arising in whole or in part out of the Company for acts fact that such Person is or omissions occurring at was a director of Beacon Federal or any Beacon Federal Subsidiary or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, trustee or partner of another Person or benefit plan if such Claim pertains to any matter of fact arising, existing, or occurring before the Effective Time (including for acts or omissions occurring in connection with including, without limitation, the approval of this Agreement Merger and the consummation of the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time. Any Indemnified Party wishing to claim indemnification under this Section 7.7.2 upon learning of any Claim, shall notify BHLB (b) include and cause but the failure so to be maintained in effect in notify BHLB shall not relieve it from any liability which it may have under this Section 7.7.2, except to the Surviving Corporation's extent such failure materially prejudices BHLB). In the event of any such Claim (whether arising before or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time) (1) BHLB shall have the right to assume the defense thereof (in which event the Indemnified Parties will cooperate in the defense of any such matter) and upon such assumption BHLB shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if BHLB elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between BHLB and the Indemnified Parties, the provisions Indemnified Parties may retain counsel reasonably satisfactory to them, and BHLB shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) except to the extent otherwise required due to conflicts of interest, BHLB shall be obligated pursuant to this paragraph to pay for only one (1) firm of counsel for all Indemnified Parties unless there is a conflict of interest that necessitates more than one law firm, and (3) BHLB shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). BHLB shall also advance expenses as incurred in each case upon receipt of an undertaking from the Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. 7.7.3 In the event that either BHLB or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of BHLB shall assume the obligations set forth in the Company's Certificate this Section 7.7. 7.7.4 The obligations of Incorporation and Bylaws on the date of BHLB provided under this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not Section 7.7 are intended to be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred enforceable against BHLB directly by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in on all respective successors and permitted assigns of Buyer and the Surviving Corporation)BHLB.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessAll rights to indemnification, and provide advancement of expenses toor exculpation now existing in favor of, and all past limitations on the personal liability of each present and present directorsformer director, officers and employees officer, employee, fiduciary or agent of the Company (and its Subsidiaries provided for in all of their capacities) (the "Indemnified Parties") respective organizational documents or in any indemnification agreements to which the same extent such individuals are indemnified or have the right to advancement of expenses Company is a party, in effect as of the date hereof, shall continue in full force and effect for a period of this Agreement by six (6) years after the Company pursuant Effective Time in accordance with the terms thereof. During such period, the Surviving Corporation shall not amend, repeal or otherwise modify such provisions for indemnification or advances of expenses in any manner that would materially and adversely affect the rights thereunder of any individual who at any time on or prior to the Company's certificate of incorporationEffective Time was a director, bylaws and indemnification agreementsofficer, if anyemployee, in existence on the date hereof with, fiduciary or for the benefit of, any directors, officers and employees agent of the Company for acts or any Company Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of including, without limitation, the transactions contemplated herebyby this Agreement), (b) include and cause to be maintained in effect unless such modification is required by Law; provided, however, that in the Surviving Corporation's (event any claim or any successor's) certificate of incorporation and bylaws for a period of six years after claims are asserted or made either prior to the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed Time or otherwise modified during within such six-year period period, all rights to indemnification and advancement of expenses in any manner that would adversely affect the rights thereunder respect of any Indemnified Party. After the Company Stockholder Approval has been obtained such claim or claims shall continue until disposition of any and as close as practicable all such claims. (b) At or prior to the Effective Time, the Company shall purchase a five-year “tail” directors’ and officers’ liability insurance policy (measured from which by its terms shall survive the Merger) for its directors and officers, which shall provide such directors and officers with coverage for six (6) years following the Effective Time) extended reporting period endorsement with commercially reasonable Time of not less than the existing coverage under, and have other terms ("REPORTING TAIL COVERAGE") under its existing not materially less favorable on the whole to, the insured persons than the directors' ’ and officers' ’ liability insurance policy(ies) covering those persons who are currently covered coverage presently maintained by the Company's directors' and officers' liability , so long as the aggregate premium cost for such insurance policy on terms no tail is not more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400225% of the current annualized costs aggregate premium cost for such insurance tail. In the event that 225% of all the Company's directors' and officers' liability insurance policies effective during current aggregate premium cost is insufficient for such coverage, the period from January 31, 2002 Company may spend up to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree that amount to pay all expenses, including attorneys' fees, that purchase such lesser coverage as may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. obtained with such amount. (c) The obligations of Buyer under this Section 6.6 6.11 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.11 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.11 applies and any such indemnitees’ heirs or representatives, shall be third party beneficiaries of and may enforce this Section 6.6 6.11 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and entitled to enforce the Surviving Corporationcovenants contained herein).

Directors’ and Officers’ Indemnification and Insurance. Following 7.7.1 Prior to the Effective Time, Buyer BHLB shall obtain and fully pay the premium for the extension of (ai) indemnify the Side A coverage part (directors’ and hold harmlessofficers’ liability) of Legacy’s existing directors’ and officers’ insurance policies, and provide advancement (ii) Legacy’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of expenses toat least six (6) years from and after the Effective Time, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to from an insurance carrier with the same extent or better credit rating as Legacy’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance” and such individuals insurance carrier, the “Insurance Carrier”) with terms, conditions, retentions and limits of liability that are indemnified at least as favorable as Legacy’s existing policies with respect to any actual or have the right to advancement alleged error, misstatement, misleading statement, act, omission, neglect, breach of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporationduty or any matter claimed against any Person covered thereby that arose, bylaws and indemnification agreements, if any, in existence on the date hereof withexisted, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring occurred at or prior to the Effective Time (including for acts or omissions occurring in connection with this Agreement or the approval transactions or actions contemplated hereby); provided, however, that in no event shall BHLB be required to expend for such “tail” policy a premium amount in excess of an amount equal to 200% of the annual premiums paid by Legacy for D&O Insurance in effect as of the date of this Agreement Agreement. In connection with the foregoing, Legacy agrees, in order for BHLB to fulfill its agreement, to provide the Insurance Carrier with such representations as such insurer may request with respect to the reporting of any prior claims. 7.7.2 In addition to Section 7.7.1, BHLB shall, from and after the Effective Date, to the fullest extent that would have been permitted to Legacy under DGCL and the consummation Legacy Certificate of Incorporation (to the extent not prohibited by federal law), indemnify, defend and hold harmless each Person who is now, or who has been at any time before the date hereof or who becomes before the Effective Time, an officer or director of Legacy or any Legacy Subsidiary (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of BHLB, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each, a “Claim”) in which an Indemnified Party is or is threatened to be made a party or witness in whole or in part or arising in whole or in part out of the fact that such Person is or was an Indemnified Party if such Claim pertains to any matter of fact arising, existing, or occurring before the Effective Time (including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time. Any Indemnified Party wishing to claim indemnification under this Section 7.7.2 upon learning of any Claim, shall notify BHLB (b) include and cause but the failure so to be maintained in effect in notify BHLB shall not relieve it from any liability which it may have under this Section 7.7.2, except to the Surviving Corporation's extent such failure materially prejudices BHLB). In the event of any such Claim (whether arising before or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time) (1) BHLB shall have the right to assume the defense thereof (in which event the Indemnified Parties will cooperate in the defense of any such matter) and upon such assumption BHLB shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if BHLB elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between BHLB and the Indemnified Parties, the provisions Indemnified Parties may retain counsel reasonably satisfactory to them, and BHLB shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) except to the extent otherwise required due to conflicts of interest, BHLB shall be obligated pursuant to this paragraph to pay for only one (1) firm of counsel for all Indemnified Parties unless there is a conflict of interest that necessitates more than one law firm, and (3) BHLB shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). 7.7.3 In the event that either BHLB or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of BHLB shall assume the obligations set forth in the Company's Certificate this Section 7.7. 7.7.4 The obligations of Incorporation and Bylaws on the date of BHLB provided under this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not Section 7.7 are intended to be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred enforceable against BHLB directly by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in on all respective successors and permitted assigns of Buyer and the Surviving Corporation)BHLB.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify From and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification, exculpation or advancement of expenses or similar agreement by the Company or any Company Subsidiary in favor of any present and former director, officer, employee, fiduciary or agent of the Company and any Company Subsidiary (the “Indemnification Agreements”) (and all other indemnification agreements of the Company that are on terms substantially similar to the Indemnification Agreements) and any indemnification, exculpation or advancement of expenses provisions set forth in under the Company's Certificate Articles of Incorporation and or Bylaws on the date (or comparable organizational documents) of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and or any Company Subsidiary as close as practicable in effect immediately prior to the Effective Acceptance Time; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable Law. (b) Prior to the Acceptance Time, the Company shall purchase a fivepre-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing paid “tail” directors' ’ and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' ’ liability insurance policy on terms no more favorable and conditions providing substantially equivalent benefits and coverage levels as the current policies of directors’ and officers’ liability insurance maintained by the Company with respect to such Indemnified Parties than matters occurring prior to the Effective Time, and that by its terms shall provide coverage until the sixth annual anniversary of such current insurance coveragethe Effective Time (the “Tail Policy”); provided, that that, in satisfying its obligation under this Section 7.7(b), the cost of such reporting tail coverage Company shall not exceed 400pay a lump-sum premiums in excess of 300% of the current annualized costs amount per annum the Company paid in its last full fiscal year, which amount the Company set forth on Section 7.7 of the Disclosure Letter. Parent shall cause the Tail Policy (or, if the Tail Policy becomes unavailable for any reason, a substitute prepaid “tail” policy on terms and conditions providing substantially equivalent benefits and coverage levels as the Tail Policy, with a term extending for the remainder of such six-year period) to be in full force and effect for its full term and cause all obligations thereunder to be honored by the Company's directors' and officers' liability insurance policies effective during Company or, following the period from January 31Effective Time, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Corporation. (c) The rights of each Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer Person under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 7.7 shall survive the consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person. (d) If Parent, the Effective TimeSurviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the indemnitees to whom this Section 6.6 applies extent necessary, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and Parent or the Surviving Corporation), as the case may be, shall assume the obligations set forth in this Section 7.7.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify Parent and hold harmlessthe Surviving Company shall cause all rights to indemnification, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of exculpation existing on the date of this Agreement by in favor of any present or former director or officer of the Company pursuant to or any of its Subsidiaries (the Company's certificate of incorporation, bylaws and indemnification agreements, if any“Indemnified Parties”) as provided in the Company Organizational Documents, in existence agreements between an Indemnified Party and the Company or one of its Subsidiaries or otherwise in effect on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement to survive the Merger and the consummation of the transactions contemplated hereby), (b) include to continue in full force and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of not less than six (6) years after the Effective Time, the provisions or, if longer, for such period as is set forth in the Company's Certificate of Incorporation and Bylaws any applicable agreement with an Indemnified Party in effect on the date of this Agreement regarding elimination Agreement. Parent shall guarantee such performance by the Surviving Company. (b) Parent and the Surviving Company shall, jointly and severally, indemnify all Indemnified Parties to the fullest extent permitted by applicable Laws with respect to all acts and omissions arising out of liability or relating to their services as directors or officers of the Company or its Subsidiaries occurring prior to the Effective Time. If any Indemnified Party is or becomes involved in any Legal Action in connection with any matter occurring prior to or at the Effective Time, Parent and the Surviving Company shall, jointly and severally, pay as incurred such Indemnified Party’s legal fees, costs and expenses incurred in connection with such Legal Action, subject to Parent’s or the Surviving Company’s, as applicable, receipt of an undertaking by or on behalf of such Indemnified Party, if and only to the extent required by applicable Law, to repay such legal fees, costs and expenses if it is ultimately determined under applicable Laws that such Indemnified Party is not entitled to be indemnified. (c) Parent and the Surviving Company shall, jointly and severally, maintain in effect for at least six (6) years after the Effective Time the current policies of directors’ and officers’ liability insurance maintained by the Company or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous with respect to claims arising out of or relating to events which occurred before or at the Effective Time so long as Parent and the Surviving Company are not required to pay an annual amount of premium in excess of 300% of the last annual premium paid by the Company for such insurance prior to the date of this Agreement (such 300% amount being the “Maximum Premium”). If Parent or the Surviving Company are unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, indemnification Parent and the Surviving Company shall, jointly and severally, instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. At the request of Parent, the Company shall prior to the Effective Time purchase, for an aggregate amount not to exceed 300% of the last annual premium paid by the Company for its existing policy of directors’ and officers’ liability insurance, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such a six-year period in any manner that would adversely affect prepaid “tail policy” on terms and conditions providing at least substantially equivalent benefits as the rights thereunder current policies of any Indemnified Party. After directors’ and officers’ liability insurance maintained by the Company Stockholder Approval has been obtained and as close as practicable its Subsidiaries with respect to matters existing or occurring prior to the Effective Time, covering without limitation the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered Transactions. If such prepaid “tail policy” has been obtained by the Company's directors' , it shall be deemed to satisfy all obligations pursuant to this Section 5.13(c) and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; providedParent shall, that the cost of such reporting tail coverage and shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and cause the Surviving Corporation jointly Company to, use its reasonable best efforts to cause such policy to be maintained in full force and severally agree effect, for its full term, and to pay honor all expensesof its obligations thereunder. (d) The covenants contained in this Section 5.13 are intended to be for the benefit of, including attorneys' feesand shall be enforceable by, that may be incurred by each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. (e) In the event that Parent or the Surviving Company or any of their respective successors or assigns (i) consolidates with, amalgamates with or merges into any other person and shall not be the continuing or surviving company or entity of such consolidation, amalgamation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in enforcing each such case, proper provision shall be made so that the indemnity and other successors or assigns of Parent or the Surviving Company, as the case may be, shall succeed to the obligations provided for of such entity set forth in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)5.13.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessParent shall cause all rights to exculpation, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time Closing (including for acts or omissions occurring any matters arising in connection with the approval transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Closing, now existing in favor of the current or former directors or officers of the Company or its Subsidiaries in their capacities as such (the “Indemnitees”) as provided in the respective Organizational Documents of the Acquired Companies or in any agreement set forth in the Company Disclosure Schedules, in each case as in effect as of the date of this Agreement Agreement, to survive the Closing, to continue in full force and the consummation of the transactions contemplated hereby), (b) include effect and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws satisfied as required pursuant to their terms for a period of not less than six (6) years after the Closing Date. (b) Parent shall cause the Surviving Corporation to provide, for a period of not less than six years after the Closing Date, officers’ and directors’ liability insurance coverage under a separate “tail policy” with reputable and financially sound insurers for events occurring at or prior to the Closing Date that is at least as favorable to the Indemnitees as the existing coverage provided by the Company; provided, however, that in no event will the Company or Parent be required to expend in the aggregate in excess of two hundred percent (200%) of the annual premium currently paid by the Company under its current policy. (c) Following the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnitees to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.13 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) 6.13. The provisions of this Section 6.6 6.13 are intended to be for the benefit of and enforceable by each Indemnitee and his or her successors, heirs or representatives. The indemnification and insurance rights provided for herein shall not be deemed exclusive of any other rights to which an Indemnitee is entitled, whether pursuant to Law, Contract or otherwise. (d) If Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be binding in all made so that the successors and assigns of Buyer and the Surviving Corporation)Company or Parent, as the case may be, shall assume all of the obligations set forth in this Section 6.13.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer (a) Holdco shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Time Warner and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Time Warner pursuant to the CompanyTime Warner's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of Time Warner and its Subsidiaries and (b) without limitation to clause (a), to the Company fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving CorporationHoldco's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesexpenses which are, which provisions shall not be amendedin the aggregate, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable no less advantageous to the Effective Time, intended beneficiaries than the Company shall purchase corresponding provisions contained in the current certificate of incorporation and bylaws of Time Warner and (iii) cause to be maintained for a five-year (measured from period of six years after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time the current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Time Warner (provided that Holdco (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that the cost in no event shall Holdco be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400200% of the current annualized costs annual premiums currently paid by Time Warner for such insurance; and, provided further that if the annual premiums of all such insurance coverage exceed such amount, Holdco shall be obligated to obtain a policy with the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer Holdco under this Section 6.6 6.7(a) shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.7(a) applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 6.7 (a) applies shall be third party beneficiaries of and may enforce this Section 6.6 6.7(a)). (b) Holdco shall (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of America Online and its Subsidiaries (in all of their capacities) (a) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by America Online pursuant to America Online's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of America Online and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in Holdco's (or any successor's) certificate of incorporation and bylaws after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and bylaws of America Online and (iii) cause to be maintained for a period of six years after the Effective Time the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by America Online (provided that Holdco (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall Holdco be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by America Online for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, Holdco shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The obligations of Holdco under this Section 6.6 6.7(b) shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.7(b) applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.7(b) applies shall be binding in all successors and assigns third party beneficiaries of Buyer and the Surviving Corporationthis Section 6.7(b)).

Directors’ and Officers’ Indemnification and Insurance. Following (a) For a period of six years following the Effective Time, Buyer shall (a) indemnify the Surviving Company and hold harmlessits Subsidiaries shall, and provide advancement of expenses Parent shall cause the Surviving Company and its Subsidiaries to, honor and fulfill in all past and present directors, officers and employees respects the obligations of the Company (and its Subsidiaries under any and all indemnification agreements in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of effect on the date of this Agreement by that have been disclosed to Parent between the Company pursuant to the Company's certificate or any of incorporation, bylaws its Subsidiaries and indemnification agreements, if any, in existence on the date hereof with, any of their respective current or for the benefit of, any directors, former directors and officers and employees any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, for acts a period of six (6) years following the Effective Time, the Surviving Company and its Subsidiaries shall, and Parent shall cause the Surviving Company and its Subsidiaries to, cause their respective certificates of incorporation and bylaws (and other similar organizational documents) to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificate of incorporation and bylaws (or omissions occurring other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Effective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any respect except as and to the extent required by applicable Law. (b) For a period of six (6) years following the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect the existing policy of the Company’s directors’ and officers’ liability insurance (the “D&O Policy”) covering claims arising from facts or events that occurred at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and other transactions contemplated herebyby this Agreement to the extent that such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided, however, that in no event shall Parent or the Surviving Company be required to expend in any one year an amount in excess of 250% of the current annual premium paid by the Company (which annual premium is set forth on Section 7.8(b) of the Company Disclosure Letter) for such insurance (such 250% amount, the “Maximum Annual Premium”), (b) include and cause to be maintained in effect in provided that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws Company shall be obligated to obtain a policy with the greatest coverage available for a period of six years after cost not exceeding the Maximum Annual Premium. Prior to the Effective Time, notwithstanding anything to the provisions set forth contrary in this Agreement, in lieu of its obligations under this Section 7.8(b), Parent or the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such Company may purchase a six-year period “tail” prepaid policy on the D&O Policy on terms and conditions no less advantageous, in any manner the aggregate, than the D&O Policy, and in the event that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Parent shall purchase such a “tail” policy prior to the Effective Time, the Surviving Company shall, and Parent shall purchase a five-year (measured from cause the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' Surviving Company to, maintain such “tail” policy in full force and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' effect and officers' liability insurance policy on terms no more favorable continue to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs honor their respective obligations thereunder in lieu of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer other obligations of Parent and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer Company under this Section 6.6 7.9(c) for so long as such “tail” policy shall be maintained in full force and effect. (c) The obligations under this Section 7.8 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any indemnitee Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to whom this in Section 6.6 applies 7.8(b) (and their heirs and representatives)) without the prior written consent of such affected indemnitee Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 7.8(b) (it being expressly agreed that (i) this Section 6.6 shall survive the consummation and their heirs and representatives). Each of the Merger Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 7.8(b) (and the Effective Time, (iitheir heirs and representatives) the indemnitees are intended to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 7.8, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 7.8(b) (iiiand their heirs and representatives)) under this Section 6.6 7.8 shall be binding in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all successors and assigns indemnification agreements of Buyer and or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (d) In the event that Parent, the Surviving CorporationCompany or any of their Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers at least fifty percent (50%) of its properties and assets to any other person, then in each case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.8.

Directors’ and Officers’ Indemnification and Insurance. Following 7.9.1. Acquirer shall maintain in effect for six (6) years following the Effective Time, Buyer the current directors’ and officers’ liability insurance policies maintained by Yardville (provided, that Acquirer may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to or at the Effective Time; provided, however, that in no event shall Acquirer be required to expend in the aggregate pursuant to this Section 7.9.1 more than 150% of the annual cost currently expended by Yardville with respect to such insurance (a) the “Maximum Amount”); provided, further, that if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Acquirer shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for a premium equal to the Maximum Amount. In connection with the foregoing, Yardville agrees in order for Acquirer to fulfill its agreement to provide directors and officers liability insurance policies for six years to provide such insurer or substitute insurer with such reasonable and customary representations as such insurer may request with respect to the reporting of any prior claims. 7.9.2. In addition to 7.9.1, from and after the Effective Time, Acquirer shall indemnify and hold harmlessharmless each person who is now, and provide advancement or who has been at any time before the date hereof, or who becomes before the Effective Time, an officer or director of Yardville (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses to(including attorney’s fees), all past and present directorsliabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Acquirer, officers and employees which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the Company (in all fact that such person is or was a director or officer of their capacities) (the "Indemnified Parties") Yardville or a Yardville Subsidiary if such Claim pertains to the same extent such individuals are indemnified any matter of fact arising, existing or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to before the Effective Time (including for acts or omissions occurring in connection with including, without limitation, the approval of this Agreement Merger and the consummation of the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time (bthe “Indemnified Liabilities”), to the fullest extent permitted under Yardville’s Certificate of Incorporation or Bylaws to the extent permitted by applicable law. Acquirer shall pay reasonable expenses (including reasonable attorneys’ fees) include and cause in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by applicable state or Federal law upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be maintained in effect not entitled to indemnification under this Section 7.9.2. Any Indemnified Party wishing to claim indemnification under this Section 7.9.2 upon learning of any Claim, shall notify Acquirer (but the failure to so notify Acquirer shall not relieve Acquirer from any obligations which it may have under this Section 7.9.2, except to the extent such failure materially prejudices Acquirer) and shall deliver to Acquirer the undertaking referred to in the Surviving Corporation's previous sentence. In the event of any such Claim (whether arising before or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, ) (1) Acquirer shall have the provisions set forth right to assume the defense thereof (in which event the Indemnified Parties will cooperate in the Company's Certificate defense of Incorporation any such matter) and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions upon such assumption Acquirer shall not be amendedliable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof (provided, repealed however, that Acquirer shall not settle, compromise or otherwise modified during such six-year period in any manner that would adversely affect consent to the rights thereunder entry of any judgment with respect to any Claim brought against such Indemnified Party. After , unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising with respect to such Claim or such Indemnified Party otherwise consents), except that if Acquirer elects not to assume such defense, or legal counsel for the Company Stockholder Approval has been obtained Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between Acquirer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and Acquirer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) Acquirer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties whose reasonable fees and expenses shall be paid promptly as close as practicable statements are received, (3) Acquirer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (4) no indemnification shall be available to the Effective Timeextent the person seeking indemnification has not acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Yardville or a Yardville Subsidiary or its successor, and with respect to any criminal proceeding, had reasonable cause to believe his conduct was unlawful, such determination to be made by a majority vote of a quorum consisting of the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons Directors of Acquirer who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to not involved in such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage proceeding. 7.9.3. Acquirer shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, expenses (including attorneys' ’ fees, ) that may be reasonably incurred by the an Indemnified Parties Party in enforcing the indemnity and other obligations provided for of Acquirer under this Section 7.9; provided, however, that Acquirer shall not be required to pay such expenses contemplated and shall be entitled to repayment of any advance payments of such expenses from an Indemnified Party if it is adjudicated or determined that such Indemnified Party is not entitled to indemnity under this Section 7.9. 7.9.4. In the event that either Acquirer or any of its successors or assigns, to the extent not assumed by operation of law, transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquirer shall assume the obligations set forth in this Section 6.67.9. 7.9.5. The obligations of Buyer Acquirer provided under this Section 6.6 shall not 7.9 are intended to be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without enforceable against Acquirer directly by the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger Indemnified Parties and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in on all respective successors and permitted assigns of Buyer and the Surviving Corporation)Acquirer.

Directors’ and Officers’ Indemnification and Insurance. Following (a) For six (6) years from and after the Effective Time, Buyer the Surviving Company shall (a) indemnify and hold harmlessharmless each present and former director, officer and provide advancement of expenses to, all past and present directors, officers and employees employee of the Company or any of its subsidiaries (in all of their capacities) (the "Indemnified Parties") to the same extent each case, when acting or having acted in such individuals are indemnified or have the right to advancement of expenses capacity), determined as of the date Effective Time (the “Indemnified Parties”), against any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, arising out of this Agreement by matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company pursuant to would have been permitted under applicable Law, the Company Certificate of Incorporation, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent governing documents, of any of the Company's certificate of incorporation’s subsidiaries, bylaws and any indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, agreements with any directors, officers and employees of the Company for acts or omissions occurring at or prior to any of its subsidiaries in effect on the Effective Time (including for acts or omissions occurring in connection with the approval date of this Agreement to indemnify such Person (and the consummation of Surviving Company shall also advance expenses (including reasonable attorneys’ fees and expenses) as incurred to the transactions contemplated herebyfullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), . (b) include From and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Surviving Company's ’s limited liability company agreement with respect to indemnification, advancement of expenses and exculpation of former or present directors, officers and employees shall be no less favorable to such directors, officers and employees than such provisions contained in the Company Certificate of Incorporation and Company Bylaws on in effect immediately before the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Effective Time. (c) Prior to the Effective Time, the Company shall purchase be permitted to and, if the Company fails to do so, Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies for a five-year claims reporting or discovery period of at least six (measured 6) years from and after the Effective Time) extended reporting period endorsement , that shall be from an insurance carrier with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing the same or better credit rating as the Company’s insurance carrier as of the date hereof with respect to directors' ’ and officers' ’ liability insurance policy(ies(collectively, “D&O Insurance”) covering those persons who with benefits and levels of coverage (including terms relating thereto) that are currently covered by at least as favorable as the Company's directors' and officers' liability insurance policy on terms no more favorable ’s existing policies with respect to such Indemnified Parties than matters existing or occurring prior to the terms of such current insurance coverageEffective Time (including in connection with this Agreement, the Mergers or the transactions contemplated thereby); provided, however, that in no event shall the cost Company expend, or shall Parent or the Surviving Company be required to expend, for such policies an aggregate premium amount in excess of such reporting tail coverage shall not exceed 400% three hundred percent (300%) of the current annualized costs of all annual premiums currently paid by the Company's directors' and officers' liability insurance policies effective during Company for such insurance. If the period from January 31, 2002 to January 31, 2003. Buyer Company and the Surviving Corporation jointly and severally agree Company for any reason fail to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations obtain such “tail” insurance policies as of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (i) the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits and levels of coverage (including terms relating thereto) that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement, or (ii) the indemnitees Surviving Company shall, and Parent shall cause the Surviving Company to, obtain D&O Insurance for such six (6) year period with benefits and levels of coverage (including terms relating thereto) that are at least as favorable as the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall Parent or the Surviving Company be required to whom expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Company shall obtain a policy with the best available coverage for a cost not exceeding such amount. The Surviving Company shall maintain such policies in full force and effect, and continue to honor the obligations thereunder for a period of not less than six (6) years from and after the Effective Time. (d) The provisions of this Section 6.6 applies 7.10 are intended to be for the benefit of, and shall be third party beneficiaries enforceable by, each of the Indemnified Parties and may enforce their respective heirs, successors and representatives. (e) The rights of the Indemnified Parties under this Section 6.6 and (iii) this Section 6.6 7.10 shall be binding in all successors and assigns addition to any rights such Indemnified Parties may have under the Company Certificate of Buyer Incorporation, the Company Bylaws and the Surviving Corporation)certificate of incorporation and bylaws, or equivalent governing documents, of any of the Company’s subsidiaries, and any indemnification agreements in effect on the date of this Agreement.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer the Surviving Corporation shall (a) indemnify indemnify, defend and hold harmless, and provide advancement of expenses to, harmless all past and present directors, directors and officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "“Indemnified Parties"”) to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including the declaration of the extraordinary dividend as contemplated by Section 6.20) to the fullest extent permitted by the DGCL or provided under the Company Certificate of Incorporation and the Company By-laws in effect on the date hereof. CF Corp shall guarantee such performance by the Surviving Corporation. (b) From the Effective Time and for a period of six (6) years thereafter, CF Corp and the Surviving Corporation shall use reasonable best efforts to maintain in effect directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a copy of which has been made available or delivered to CF Corp) with terms, conditions, retentions and levels of coverage at least as favorable as those of such current insurance coverage; provided, however, that in no event will CF Corp or the Surviving Corporation be required to expend in any one year an amount in excess of 300% of the annual premiums currently paid by the Company for such insurance (the “Maximum Premium”), which Maximum Premium is set forth in Section 6.14(b) of the Company Disclosure Letter; and provided, further, that, if the annual premiums for such insurance coverage exceed the Maximum Premium, CF Corp and the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, however, that at the Company’s option in lieu of the foregoing insurance coverage, the Company may purchase, prior to the Effective Time, six (6) year “tail” insurance coverage that provides coverage identical in all material respects to the coverage described above, provided that the Company does not pay more than the Maximum Premium. (c) CF Corp and the Company agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in connection with the approval of this Agreement and the consummation favor of the transactions contemplated hereby), current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or by-laws (bor comparable organizational documents) include and cause to be maintained any indemnification or other agreements of the Company and its Subsidiaries as in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Further, the certificate of liability incorporation and by-laws of directorsthe Surviving Corporation shall contain provisions no less favorable with respect to indemnification, indemnification advancement of officers, expenses and exculpation of former or present directors and employees officers than are presently set forth in the Company Certificate of Incorporation and advancement of expensesCompany By-laws, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and such individuals, except as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered amendments may be required by the Company's directors' and officers' liability insurance policy on terms no more favorable to DGCL during such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this period. (d) This Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 6.14 shall survive the consummation of the Merger Merger, is intended to benefit, and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of enforceable by each Indemnified Party and may enforce this Section 6.6 their respective successors, heirs and (iii) this Section 6.6 representatives, shall be binding in on all successors and assigns of Buyer CF Corp and the Surviving CorporationCorporation and shall not be amended without the prior written consent of the applicable Indemnified Party (including his or her successors, heirs and representatives). (e) In the event that the Surviving Corporation or its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to the obligations set forth in Section 6.13 and this Section 6.14. In addition, the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 6.14. (f) The rights of the Indemnified Parties under this Section 6.14 shall be in addition to, and not in substitute for, any rights such Indemnified Parties may have under the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws, and CF Corp shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any of its Subsidiaries.

Directors’ and Officers’ Indemnification and Insurance. Following 7.7.1. Northwest Bancshares shall maintain, or shall cause Northwest Bank to maintain, in effect for six years following the Effective Time, Buyer shall the current directors’ and officers’ liability insurance policies maintained by LNB Bancorp (a) indemnify and hold harmlessprovided, and provide advancement that Northwest Bancshares may substitute therefor policies of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to at least the same extent such individuals coverage containing terms and conditions which are indemnified or have the right not materially less favorable) with respect to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time Time; provided, however, that in no event shall Northwest Bancshares be required to expend pursuant to this Section 7.7.1, in the aggregate for such policy or policies, more than 150% of the annual cost currently expended by LNB Bancorp with respect to such insurance (the “Maximum Amount”); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Northwest Bancshares shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Maximum Amount. In connection with the foregoing, LNB Bancorp agrees in order for Northwest Bancshares to fulfill its agreement to provide directors and officers liability insurance policies for six years to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of any prior claims. 7.7.2. In addition to Section 7.7.1, after the Effective Time, Northwest Bancshares shall indemnify, defend and hold harmless each person who is now, or who has been at any time before the date hereof or who becomes before the Effective Time, an officer or director of LNB Bancorp or an LNB Bancorp Subsidiary (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including for acts attorneys’ fees), liabilities or omissions occurring judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Northwest Bancshares, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the approval fact that such person is or was a director, officer or employee of this Agreement LNB Bancorp or an LNB Bancorp Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring before the Effective Time (including, without limitation, the Merger and the consummation of the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time (bthe “Indemnified Liabilities”), to the fullest extent as would have been permitted by LNB Bancorp under LNB Bancorp’s Articles of Incorporation and Bylaws, to the extent not prohibited by applicable law. Northwest Bancshares shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted by applicable law (to the extent not prohibited by federal law) include and cause upon receipt of an undertaking to repay such advance payments if the Indemnified Party shall be adjudicated or determined to be maintained in effect not entitled to indemnification in the Surviving Corporation's manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.7.2 upon learning of any Claim, shall notify Northwest Bancshares (but the failure so to notify Northwest Bancshares shall not relieve Northwest Bancshares from any liability which it may have under this Section 7.7.2, except to the extent such failure materially prejudices Northwest Bancshares) and shall deliver to Northwest Bancshares the undertaking referred to in the previous sentence. In the event of any such Claim (whether arising before or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time) (1) Northwest Bancshares shall have the right to assume the defense thereof (in which event the Indemnified Parties will cooperate in the defense of any such matter) and upon such assumption Northwest Bancshares shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Northwest Bancshares elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between Northwest Bancshares and the Indemnified Parties, the provisions Indemnified Parties may retain counsel reasonably satisfactory to them, and Northwest Bancshares shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) except to the extent otherwise required due to conflicts of interest, Northwest Bancshares shall be obligated pursuant to this paragraph to pay for only one firm or counsel for all Indemnified Parties and the reasonable fees and expenses of such law firm shall be paid promptly as statements are received unless there is a conflict of interest that necessitates more than one law firm, (3) Northwest Bancshares shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (4) no Indemnified Party shall be entitled to indemnification hereunder with respect to a matter as to which (x) he shall have been adjudicated in any proceeding not to have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of LNB Bancorp or any LNB Bancorp Subsidiary, or (y) in the event that a proceeding is compromised or settled so as to impose any liability or obligation upon an Indemnified Party, if there is a determination that with respect to said matter said Indemnified Party did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of LNB Bancorp or any LNB Bancorp Subsidiary. If Northwest Bancshares or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be made so that the successors and assigns of Northwest Bancshares shall assume the obligations set forth in the Company's Certificate this Section 7.7. 7.7.3. The obligations of Incorporation and Bylaws on the date of Northwest Bancshares provided under this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not Section 7.7 are intended to be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred enforceable against Northwest Bancshares directly by the Indemnified Parties and shall be binding on all respective successors and permitted assigns of Northwest Bancshares. Northwest Bancshares shall pay all reasonable costs, including attorneys’ fees, as incurred and in advance of the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.67.7 to the fullest extent permitted under applicable law; provided, however such payment of costs shall be immediately reimbursed to Northwest Bancshares by such Indemnified Party if the Indemnified Party is not successful enforcing the indemnity or other obligations provided for in this Section 7.7. The obligations rights of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies each Indemnified Party hereunder shall be third party beneficiaries of and in addition to any other rights such Indemnified Party may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)have under applicable law.

Directors’ and Officers’ Indemnification and Insurance. Following (a) By virtue of the occurrence of the Merger, the Company shall from and after the Effective Time succeed to the Seller’s obligations with respect to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of the Seller and the Seller Subsidiaries as provided in the Seller Articles, the Seller By-Laws, indemnification agreements of the Seller or the Seller Subsidiaries with respect to matters occurring prior to the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees . Section 6.5 of the Company (in Seller Disclosure Schedule contains a complete list of all of their capacities) (indemnification arrangements to which the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of Seller is a party on the date of this Agreement by the Company pursuant Agreement. The Seller agrees not to the Company's certificate of incorporation, bylaws amend or enter into new indemnification arrangements or agreements from and indemnification agreements, if any, in existence on after the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), hereof. (b) include From and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in Company agrees to use commercially reasonable best efforts to maintain an insurance policy for directors’ and officers’ liabilities (the Company's Certificate “D&O Policy”) for all present and former directors and officers of Incorporation and Bylaws the Seller covered by the Existing D&O Policy on the date of this Agreement regarding elimination with terms (including coverage limits) substantially similar in all respects to those currently in effect on the date of liability of directorsthis Agreement with respect to acts, indemnification of officersomissions and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy; provided, directors and employees and advancement of expenseshowever, which provisions that the Company’s obligation under this subsection (b) shall not be amended, repealed or otherwise modified during completely satisfied at such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After time as the Company Stockholder Approval has been obtained shall have satisfied either of the following conditions: (i) the Company shall have maintained the D&O Policy in accordance with this subsection (b) for a period of six (6) years from and as close as practicable after the Effective Time or (ii) the Company shall have incurred costs to maintain insurance in accordance with this subsection equal to or exceeding 250% of the annual premium in effect on the date of this Agreement and disclosed on Schedule 6.5 of the Seller Disclosure Schedule; provided, further however, if the Company fails to maintain the D&O Policy in accordance with this subsection (b) for six (6) years from the Effective Time, the Company shall purchase will indemnify and hold all present and former directors and officers of the Seller covered by the Existing D&O Policy harmless against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, attorney’s fees, disbursements and court costs) and actions with respect to acts, omissions, and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy to the same extent as coverage would have been provided to such persons had the D&O Policy in accordance with this subsection (b) been maintained by the Company for a five-year period of six (measured 6) years from and after the Effective Time. (c) extended reporting period endorsement In the event the Company or any of its successors or assigns (i) consolidates with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' or merges into any other Person and officers' liability insurance policy(ies) covering those persons who are currently covered by shall not be the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms continuing or surviving corporation or entity of such current insurance coverage; providedconsolidation or merger, or (ii) transfers or conveys all or substantially all of its properties or assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the cost of such reporting tail coverage shall not exceed 400% successors and assigns of the current annualized costs of all Company assume the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for set forth in this Section 6.6. 6.5. (d) The obligations provisions of Buyer under this Section 6.6 6.5 are intended to be for the benefit of, and shall not be terminated enforceable by, each Person who is now, or modified in such a manner as has been at any time prior to adversely affect any indemnitee the date of this Agreement or who becomes prior to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, an officer or director of Seller or any Seller Subsidiary (iithe “Indemnified Parties”) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 his or her heirs and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)representatives.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify Parent and hold harmlessMerger Sub will cause the Surviving Corporation’s certificate of incorporation and bylaws to contain provisions no less favorable with respect to indemnification, and provide advancement of expenses to, all past and exculpation from liabilities of present and former directors, officers and employees of the Company (in all of their capacities) (each, together with such person’s heirs, executors or administrators, an “Indemnified Party” and collectively, the "“Indemnified Parties"”) to the same extent such individuals than are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect currently provided in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after and the Effective Time, indemnification agreements currently in place between the provisions Company and any such Persons and set forth in on Section 6.6(a) of the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expensesCompany Disclosure Letter, which provisions shall will not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After such individuals until the Company Stockholder Approval has been obtained and as close as practicable to sixth (6th) anniversary of the Effective Time, or, in the Company shall purchase a five-year (measured from event that any Proceeding is pending or asserted or any claim made during such period, until the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' disposition of any such Proceeding or claim, unless such amendment, modification or repeal is required by applicable Legal Requirements, in which case Parent agrees, and officers' liability insurance policy(ies) covering those persons who are currently covered by will cause the Company's directors' Surviving Corporation, to make such changes to the certificate of incorporation and officers' liability insurance policy the bylaws as to have the least adverse affect on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% rights of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for individuals referenced in this Section 6.6. . (b) The obligations of Buyer under this Section 6.6 shall not be terminated or modified in Company will purchase by the Effective Time tail policies to the current directors’ and officers’ liability insurance policies maintained at such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without time by the consent of such affected indemnitee (it being expressly agreed that Company, which tail policies (i) this will be effective for a period from the Effective Time through and including the date six (6) years after the Effective Time with respect to claims arising from facts or events that existed or occurred prior to or at the Effective Time, and (ii) will contain coverage that is at least as protective to such directors and officers as the coverage provided by such existing policies. Parent will cause such policies to be maintained in full force and effect for their full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (c) This Section 6.6 shall will survive the consummation of the Merger and is intended to benefit, and will be enforceable by, any Indemnified Party. The rights provided for in this Section 6.6 will not be deemed exclusive of any other rights to which the Effective TimeIndemnified Party is entitled whether pursuant to law, contract or otherwise. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity resulting from such consolidation or merger or (ii) transfers all or a majority of its properties and assets to any Person, then, and in each such case, proper provision will be made so that the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Corporation will assume the applicable obligations set forth in this Section 6.6.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification, exculpation or advance of expense or similar agreement by the Company or any Company Subsidiary in favor of any present and former director, officer, employee, fiduciary or agent of the Company and any Company Subsidiary (athe “Indemnification Agreements”) indemnify (and hold harmlessall other indemnification agreements of the Company that are on terms substantially similar to the Indemnification Agreements) and any indemnification, and provide exculpation or advancement of expenses provisions under the Certificate of Incorporation or Company Bylaws as in effect immediately prior to the Acceptance Time; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable Law. (b) Prior to the Effective Time, the Company shall, and for six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, all past provide officers’ and present directors’ liability, officers fiduciary liability and employees similar insurance (collectively, “D&O Insurance”) in respect of the Company (in all of their capacities) (the "Indemnified Parties") acts or omissions occurring prior to the same extent such individuals are indemnified or have the right to advancement of expenses Effective Time covering each Indemnified Person covered as of the date of this Agreement by the Company pursuant Company’s D&O Insurance policies on terms with respect to the Company's certificate coverage and amount no less favorable than those of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained such policy in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directorsas well as covering claims brought against each Indemnified Person under ERISA; provided, indemnification of officersthat, directors and employees and advancement of expenses, which provisions in satisfying its obligation under this Section 7.5(b) the Surviving Corporation shall not be amended, repealed or otherwise modified during such six-year period obligated to pay annual premiums in any manner that would adversely affect the rights thereunder aggregate in excess of any Indemnified Party. After 200% of the amount per annum the Company Stockholder Approval paid in its last full fiscal year, which amount the Company has been obtained disclosed to Parent prior to the date of this Agreement. Notwithstanding the foregoing, at any time Parent or the Surviving Corporation may, and prior to the Acceptance Time, the Company may, with the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), purchase a “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as close as practicable to aforesaid, and that by its terms shall provide coverage until the sixth annual anniversary of the Effective Time, and upon the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent’s and the Surviving Corporation jointly and severally agree Corporation’s obligations pursuant to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in first sentence of this Section 6.6. 7.5(b) shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to this Section 7.5(b). (c) The obligations rights of Buyer each Indemnified Person under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 7.5 shall survive the consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person. (d) If Parent, the Effective TimeSurviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the indemnitees to whom this Section 6.6 applies extent necessary, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and Parent or the Surviving Corporation), as the case may be, shall assume the obligations set forth in this Section 7.5.

Directors’ and Officers’ Indemnification and Insurance. Following (a) For six years after the Effective Time, Buyer the Company shall (a) indemnify all present and hold harmless, and provide advancement of expenses to, all past and present former directors, officers officers, employees and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees agents of the Company for acts or omissions occurring prior to the Effective Time to the fullest extent now provided in the Company's certificate of incorporation and by-laws consistent with applicable law, to the extent such acts or omissions are uninsured (provided, that to the extent that during any such period insurance does not fully indemnify any person contemplated to be indemnified in accordance with the terms of this Section 6.6, the Company shall indemnify such person in accordance with such terms), and shall, in connection with defending against any action for which indemnification is available hereunder, and subject to Section 6.6(c) hereof, reimburse and advance expenses to such officers, directors, employees and agents, from time to time upon receipt of reasonably sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such officers, directors, employees and agents in connection with such defense; provided that such advancement and reimbursement shall be conditioned upon such officer's, director's, employee's or agent's agreement promptly to return such amounts to the Company if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such officer or director in the manner contemplated hereby is prohibited by applicable law. In addition to the foregoing, the Company will comply with its obligations under the indemnification agreements referred to in item A.2. of Section 3.9 of the Disclosure Schedule, subject to the terms and provisions thereof. (b) The Company shall maintain in effect for six years from the Effective Time policies of directors' and officers' liability insurance containing terms and conditions which are not less advantageous than those policies maintained by the Company at the date hereof, with respect to matters occurring prior to the Effective Time, to the extent available, and having the maximum available coverage under the current policies of directors' and officers' liability insurance; provided that (i) the Company following the Merger shall not be required to spend in excess of a $770,000 annual premium therefor; provided further that if the Company following the Merger would be required to spend in excess of a $770,000 premium per annum to obtain insurance having the maximum available coverage under the current policies, the Company will be required to spend $770,000 to maintain or procure insurance coverage pursuant hereto, subject to availability of such (or similar) coverage and (ii) such policies may in the sole discretion of the Company be one or more "tail" policies for all or any portion of the full six year period. (c) In furtherance of and not in limitation of the preceding paragraphs, Newco agrees that the officers and directors of the Company who are defendants in all litigation commenced by stockholders of the Company, whether before or after the date of this Agreement, with respect to (x) the performance of their duties at or prior to the Effective Time as such officers and/or directors under Federal or state law (including for acts without limitation litigation under Federal and state securities laws) or omissions occurring (y) this Agreement, the Voting Agreement and the transactions contemplated hereby (the "Subject Litigation") shall be entitled to be represented, at the reasonable expense of the Company, in connection with the Subject Litigation by one counsel (and one local counsel in each jurisdiction in which a case is pending), each of which such counsel shall be selected by a plurality of such officer/director defendants, subject to the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions approval shall not be amended, repealed or otherwise modified during such six-year period in any manner unreasonably withheld; provided that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, neither Newco nor the Company shall purchase a five-year be liable for any settlement effected without its prior written consent (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 which consent shall not be terminated or modified unreasonably withheld) and that a condition to any further indemnification payments provided in Section 6.6(a) shall be that such a manner as to adversely affect officer/director defendant shall not have settled any indemnitee to whom this Section 6.6 applies Subject Litigation without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger Newco and the Effective TimeCompany; and provided further that neither Newco nor the Company shall have any obligation hereunder to any officer/director defendant when and if a court of competent jurisdiction shall ultimately determine, (ii) and such determination shall have become final and non-appealable, that indemnification of such officer/director defendant in the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)manner contemplated hereby is prohibited by applicable law.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") The provisions with respect to the same extent such individuals indemnification that are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect set forth in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions Surviving Corporation shall not be amended, repealed or otherwise modified during such six-year for a period of six years from the Effective Time in any manner that would affect adversely affect the rights thereunder of individuals who at or at any time prior to the Effective Time were directors, officers, employees or agents of Company. (b) From and after the Effective Time, Parent shall indemnify and hold harmless each present and former director and officer of Company (the "Indemnified Party. After the Company Stockholder Approval has been obtained and Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters relating to their service as close as practicable such an officer or director existing or occurring at or prior to the Effective Time, the Company shall purchase a five-year (measured from whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Company would have been permitted under Delaware law and its charter documents (each as in effect on the date hereof) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to indemnify such Indemnified Parties than Parties. (c) For a period of five years after the terms of such current insurance coverage; providedEffective Time, that Parent shall use its best efforts to maintain in effect the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during maintained by Company; provided, however, that in no event shall Parent be required to expend in any one year in excess of 150% of the period from January 31annual premium currently paid by Company for such coverage, 2002 to January 31which Company hereby represents is $33,000, 2003. Buyer and provided further, that if the premium for such coverage exceeds such amount, Parent shall purchase a policy with the greatest coverage available for such 150% of the annual premium. (d) If the Surviving Corporation jointly or any of its successors or assigns (i) consolidates with or merges into any other person and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated the continuing or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent surviving corporation or entity of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, consolidation or merger or (ii) the indemnitees transfers all or substantially all of its properties and assets to whom this Section 6.6 applies any person, then and in each such case, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and the Surviving Corporation)Corporation assume the obligations set forth in this Section 7.04.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessThe bye-laws (or comparable organizational documents) of the Amalgamated Company shall contain provisions no less favorable with respect to exculpation, and provide advancement advances of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions than are set forth in the Company's Certificate bye-laws (or comparable organizational documents) of Incorporation and Bylaws the Company as in effect on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenseshereof, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Partyindividuals who, at or prior to the Effective Time, were former or present directors or officers of the Company, unless such modification shall be required by applicable Laws. After The indemnification, advancement of expenses and exculpation provisions of the indemnification agreements and employment agreements by and among the Company Stockholder Approval has or the Company Subsidiaries and their respective directors and officers, as in effect as of the date hereof and set forth under Section 7.05(a) of the Company Disclosure Letter, shall survive the Amalgamation in accordance with their terms. (b) The Amalgamated Company shall, and Parent shall cause the Amalgamated Company to, maintain in effect for six (6) years from the Effective Time the current directors’ and officers’ liability insurance policies maintained by the Company or the Company Subsidiaries with respect to matters occurring or allegedly occurring at or prior to the Effective Time, including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions (the parties covered thereby, the “Indemnified Parties”), on terms and subject to conditions no less favorable than those in effect on the date hereof and with reputable carriers having a rating comparable to the current carrier; provided, however, that the Amalgamated Company may substitute therefor policies of at least the same coverage containing terms and conditions that are no less favorable than the current policy. In addition, the Company may, at its option, purchase a six (6)-year “tail” prepaid policy prior to the Effective Time on terms and subject to conditions no less advantageous to the Indemnified Parties than the existing directors’ and officers’ liability insurance maintained by the Company. If such “tail” prepaid policies have been obtained and as close as practicable by the Company prior to the Effective Time, the Amalgamated Company shall, and Parent shall purchase a five-year cause the Amalgamated Company to, maintain such policies in full force and effect, and continue to honor the respective obligations thereunder, and all other obligations of Parent or Amalgamated Company under this Section 7.05(b) shall terminate. (measured c) Subject to the terms and conditions of this Section 7.05, from and after the Effective Time, the Amalgamated Company shall comply with all of its obligations, and shall cause the Company Subsidiaries to comply with their respective obligations, to indemnify and hold harmless (including any obligations to advance funds for expenses) extended reporting period endorsement (i) the present and former officers and directors thereof (and of the Company) against any and all costs or expenses (including reasonable and documented attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities, obligations (including reasonable and documented experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs), fines and amounts paid in settlement in connection with commercially reasonable terms any actual or threatened claim, action, suit, arbitration, proceeding or investigation ("REPORTING TAIL COVERAGE") under its existing directors' “Indemnity Proceeding”), whether civil, criminal, administrative or investigative, and officers' liability insurance policy(ies) covering those persons who are currently covered whether initiated by the Company's directors' , the Amalgamated Company, any Governmental Authority or any other party (“Damages”), based in whole or in part on, arising out of, relating to or in connection with, (1) the fact that such person is or was a director, officer, employee, fiduciary or agent of the Company or any Company Subsidiary, or (2) any acts or omissions occurring or alleged to have occurred prior to or at the Effective Time, to the extent provided under the Company’s or such Company Subsidiaries’ organizational and officers' liability insurance policy governing documents or agreements in effect on terms no more favorable the date hereof and to such Indemnified Parties than the terms fullest extent permitted by any applicable Laws, including the approval of such current insurance coveragethis Agreement, the Amalgamation or the other Transactions or arising out of or pertaining to the Transactions; provided, that such indemnification shall be subject to any limitation imposed from time to time under applicable Laws; and (ii) such persons against any and all Damages arising out of acts or omissions in such persons’ official capacity as an officer, director or other fiduciary in the cost Company or any Company Subsidiary if such service was at the request or for the benefit of the Company or any Company Subsidiary; provided, further, that, in each case of clauses (i) and (ii), if required by any applicable Laws, such person shall have provided the Amalgamated Company with a written undertaking to repay any and all amounts advanced if it shall ultimately be determined that he or she is not entitled to indemnification under or pursuant to this Section 7.05. In any event any Indemnity Proceeding is brought against a person entitled to indemnity under this Section 7.05, Parent and Amalgamated Company shall each use its commercially reasonable efforts to cooperate in the vigorous defense of such reporting tail coverage Indemnity Proceeding; provided, that none of Parent, the Amalgamated Company or a person entitled to indemnity shall not exceed 400% settle, compromise or consent to the entry of any judgment in such Indemnity Proceeding without the prior written consent of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 others (such consent not to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. unreasonably withheld or delayed). (d) The obligations of Buyer Parent and the Amalgamated Company and the Company Subsidiaries under this Section 6.6 7.05 shall not be terminated or modified by such parties in such a manner so as to adversely affect any indemnitee Indemnified Party or any other person entitled to the benefit of this Section 7.05, to whom this Section 6.6 applies 7.05 applies, without the consent of such affected indemnitee (it being expressly agreed that affect Indemnified Party or person, as the case may be. If Parent or the Amalgamated Company or any of their respective Subsidiaries or any of their respective successors or assigns shall (i) this Section 6.6 consolidate with, amalgamate with or merge into any other corporation or entity and shall survive not be the consummation continuing or Amalgamated Company or entity of the Merger and the Effective Timesuch consolidation, amalgamation or merger or (ii) the indemnitees transfer all or substantially all of its properties and assets to whom this Section 6.6 applies any person, then, and in each such case, proper provisions shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer Parent or the Amalgamated Company, as the case may be, shall succeed to and assume all of the Surviving Corporation)obligations set forth in this Section 7.05.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall Parent will and Parent will cause the Surviving Corporation to (ai) indemnify and hold harmless, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, directors and officers and employees of the Company and the Company Subsidiaries (in all of their capacities) (the "“Indemnified Parties"Persons”) (A) to the same extent such individuals Indemnified Persons are indemnified or exculpated or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws ’s Constituent Documents and indemnification agreementsContracts, if any, in existence on the date hereof withof this Agreement with the Indemnified Persons and (B) without limitation to clause (A), or for to the benefit offullest extent permitted by Law, any (ii) honor and will not amend the provisions regarding elimination of liability of directors, indemnification of directors and officers and employees advancement of expenses contained in the Company for acts or omissions occurring at or Company’s Constituent Documents immediately prior to the Effective Time, and (iii) maintain for a period of six years after the Effective Time policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) covering each person covered by the Company’s current D&O Insurance as of the Effective Time, providing for at least the same coverage and amounts as, and containing terms and conditions which are no less favorable to the insured than, such current D&O Insurance, with respect to claims arising from facts or events that occurred on or before the Effective Time, including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated herebyby this Agreement. Notwithstanding the foregoing, in no event will the Surviving Corporation be required to expend for any one coverage year more than 300 percent of the current annual premium expended by the Company and the Company Subsidiaries as set forth in Section 7.4(a) of the Company Disclosure Letter to maintain or procure such D&O Insurance immediately prior to the Effective Time (such amount, the “Maximum Annual Premium”). If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. In lieu of the foregoing insurance coverage, the Company may purchase “tail” insurance coverage, at a cost no greater than the six times the Maximum Annual Premium, that provides coverage not less favorable than the coverage described above. (b) include The rights of each Indemnified Person hereunder will be in addition to, and cause to be maintained not in effect in limitation of, any other rights such Indemnified Person may have under the Constituent Documents of the Company or any of the Company Subsidiaries or the Surviving Corporation's , any other indemnification Contract, the DGCL or otherwise. (c) The provisions of this Section 7.4 will survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Persons and his or her heirs. In the event that the Surviving Corporation or any successor's) certificate of incorporation its respective successors or assigns consolidates with or merges into any other Person and bylaws for a period is not the continuing or surviving corporation or entity in such consolidation or merger or transfers all or substantially all of six years after its properties and assets to any Person, then, and in either such case, proper provision will be made so that the Effective Time, successors and assigns of the provisions Surviving Corporation will assume and comply with the obligations set forth in the Company's Certificate this Section 7.4. (d) The obligations of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall 7.4 will not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies Indemnified Person without the consent of such affected indemnitee (Indemnified Person, it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall Indemnified Persons will be third party beneficiaries of and may enforce this Section 6.6 7.4. Parent will honor, guaranty and (iii) stand as a surety for, and will cause the Surviving Corporation and its Subsidiaries and successors to honor and comply with, in accordance with their respective terms, each of the covenants contained in this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)7.4 without limit as to time.

Directors’ and Officers’ Indemnification and Insurance. Following (a) By virtue of the occurrence of the Merger, and subject to the limitations imposed by Section 18(k) of the Federal Deposit Insurance Act, as amended by the Crime Control Act of 1990 and the regulations issued thereunder, including, without limitation, 12 C.F.R. Part 359, the Surviving Corporation shall from and after the Effective Time succeed to the Seller’s obligations with respect to indemnification or exculpation now existing in favor of the directors and officers of the Seller and the Seller Subsidiaries as provided in the Seller Articles, the Seller By-Laws and indemnification agreements of the Seller or the Seller Subsidiaries with respect to matters occurring prior to the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees . Section 6.5 of the Company (in Seller Disclosure Schedule contains a complete and correct list of all of their capacities) (indemnification arrangements to which the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of Seller is a party on the date of this Agreement by the Company pursuant Agreement. The Seller agrees not to the Company's certificate of incorporation, bylaws amend or enter into new indemnification arrangements or agreements from and indemnification agreements, if any, in existence on after the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), hereof. (b) include From and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in Company agrees to use its commercially reasonable best efforts to maintain an insurance policy for directors’ and officers’ liabilities (the Company's Certificate “D&O Policy”) for all present and former directors and officers of Incorporation and Bylaws the Seller covered by the Existing D&O Policy on the date of this Agreement regarding elimination with terms (including coverage limits) substantially similar in all respects to those currently in effect on the date of liability of directorsthis Agreement with respect to acts, indemnification of officersomissions and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy; provided, directors and employees and advancement of expenseshowever, which provisions that the Company’s obligation under this subsection (b) shall not be amended, repealed or otherwise modified during completely satisfied at such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After time as the Company Stockholder Approval has been obtained shall have satisfied either of the following conditions: (i) the Company shall have maintained the D&O Policy in accordance with this subsection (b) for a period of six (6) years from and as close as practicable after the Effective Time or (ii) the Company shall have incurred costs to maintain insurance in accordance with this subsection equal to or exceeding two hundred fifty percent (250%) of the annualized premium in effect on the date of this Agreement and disclosed on Section 6.5 of the Seller Disclosure Schedule; provided, further however, if the Company fails to maintain the D&O Policy in accordance with this subsection (b) for six (6) years from the Effective Time, the Company shall purchase will indemnify and hold all present and former directors and officers of the Seller covered by the Existing D&O Policy harmless against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, attorney’s fees, disbursements and court costs) and actions with respect to acts, omissions, and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy to the same extent as coverage would have been provided to such persons had the D&O Policy in accordance with this subsection (b) been maintained by the Company for a five-year period of six (measured 6) years from and after the Effective Time. (c) extended reporting period endorsement In the event the Company or any of its successors or assigns (i) consolidates with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' or merges into any other Person and officers' liability insurance policy(ies) covering those persons who are currently covered by shall not be the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms continuing or surviving corporation or entity of such current insurance coverage; providedconsolidation or merger, or (ii) transfers or conveys all or substantially all of its properties or assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the cost of such reporting tail coverage shall not exceed 400% successors and assigns of the current annualized costs of all Company assume the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for set forth in this Section 6.6. 6.5. (d) The obligations provisions of Buyer under this Section 6.6 6.5 are intended to be for the benefit of, and shall not be terminated enforceable by, each Person who is now, or modified in such a manner as has been at any time prior to adversely affect any indemnitee the date of this Agreement or who becomes prior to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, an officer or director of Seller or any Seller Subsidiary (iithe “Indemnified Parties”) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 his or her heirs and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)representatives.

Directors’ and Officers’ Indemnification and Insurance. Following (a) If the Merger is consummated, for six years after the Effective Time, Buyer Parent shall, and shall (a) indemnify cause the Surviving Corporation to, indemnify, defend and hold harmless, the present and provide advancement of expenses to, all past and present directors, former officers and employees directors of the Company (the “Company Indemnified Persons”) in all respect of their capacitiesacts or omissions occurring prior to the Effective Time to the fullest extent permitted or provided under (i) the Company’s Certificate of Incorporation and By-laws as in effect on the date of this Agreement and (ii) any indemnification agreements between the Company and such Company Indemnified Persons in effect on the date of this Agreement ((i) and (ii) collectively, the “Company Indemnification Provisions”). In connection therewith Parent shall advance expenses to the Company Indemnified Persons as incurred to the fullest extent provided for under the Company Indemnification Provisions, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification under the DGCL. Any claims for indemnification made under this Section 6.05(a) on or prior to the sixth (6th) anniversary of the Effective Time shall survive such anniversary until the final resolution thereof. (b) For a period of six years from and after the Effective Time (the "Indemnified Parties") “Indemnification Period”), Parent shall cause to be maintained in effect the current policies of directors’ and officers’ and fiduciary liability insurance maintained by the Company, including with respect to claims arising from facts or events which occurred on or before the Effective Time (including those related to this Agreement and the transactions contemplated hereby); provided, however, that Parent may substitute therefor policies of at least the same extent coverage and amounts containing terms and conditions which are no less advantageous to former officers and directors of the Company; and provided, further, that if the aggregate annual premium for such individuals are indemnified or have policies at any time during the right to advancement Indemnification Period will exceed 175% of expenses the per annum rate paid by the Company and its Subsidiaries as of the date of this Agreement by for such policies, then Parent shall only be required to provide the maximum coverage on substantially equivalent terms as is then available at an aggregate annual premium equal to 175% of such rate. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if, prior to the Closing, the Company pursuant shall have purchased (and the Company is hereby expressly authorized to purchase) fully prepaid “tail” policies under the Company’s existing directors’ and officers’ liability insurance policies, such “tail” policies to (i) provide for aggregate coverage and amounts equal to the aggregate coverage provided under the Company's certificate ’s current directors’ and officers’ liability insurance policies, (ii) be effective for the Indemnification Period, and (iii) otherwise be on terms and conditions reasonably acceptable to the Board of incorporationDirectors of the Company, bylaws provided that the aggregate premium therefor may not exceed $200,000 (and indemnification agreementsif the aggregate premium for such policies for the Indemnification Period would exceed $200,000, if anythen the Company may purchase such coverage as is available for an aggregate premium of $200,000). During the Indemnification Period, the Surviving Corporation shall (x) maintain such policies in existence on full force and effect, (y) not amend or otherwise modify any of such policies or take any action that would result in the date hereof withcancellation, termination, amendment or modification of any of such policies, and (z) continue to honor its obligations under such policies. (c) The provisions of this Section 6.05 are (i) intended to be for the benefit of, any directorsand shall be enforceable by, officers and employees of each Company Indemnified Person (it being expressly agreed that the Company for acts or omissions occurring at or prior Indemnified Persons to the Effective Time (including for acts or omissions occurring in connection with the approval whom this Section 6.05 applies shall be third party beneficiaries of this Agreement and the consummation of the transactions contemplated herebySection 6.05), and (bii) include in addition to, and cause not in substitution for, any other rights to be maintained in effect in the Surviving Corporation's (indemnification or contribution that any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Timesuch Person may have pursuant to Law, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed by contract or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6otherwise. The obligations of Buyer Parent under this Section 6.6 6.05 shall not be terminated or modified in such a manner as to adversely affect the rights of any indemnitee to whom Company Indemnified Person under this Section 6.6 applies 6.05 without the consent of such affected indemnitee Company Indemnified Person. (it being expressly agreed that (id) this This Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 6.05 shall be binding in on all successors and assigns of Buyer and the Surviving CorporationCorporation and Parent, and shall be enforceable by the Company Indemnified Persons. Without limiting the foregoing, if the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its assets to any person, then and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or its assets assume the obligations set forth in this Section 6.05. (e) This Section 6.05 is intended to be for the benefit of and to grant third party rights to the Company Indemnified Persons, whether or not parties to this Agreement, and each of the Company Indemnified Persons shall be entitled to enforce the covenants contained herein. The parties hereto agree that irreparable damage would occur to the Company Indemnified Persons in the event that any of the provisions of Section 6.05(b) were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the Company Indemnified Persons shall be entitled to an injunction or injunctions (without the necessity of posting any bond or other security) to prevent breaches of Section 6.05(b), this being in addition to any other remedy to which they are entitled at law or in equity.

Directors’ and Officers’ Indemnification and Insurance. Following (a) For a period of six (6) years from and after the Effective Time, Buyer the Surviving Corporation shall (a) indemnify and hold harmlessindemnify, and provide advancement of advance expenses to, and hold harmless all past and present directors, officers and employees directors of the Company (in all of their capacities) (the "“Indemnified Parties"Persons”) to the same extent and in the same manner such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement hereof by the Company pursuant to any indemnification agreements between such Indemnified Persons and the Company's certificate of incorporation, bylaws and indemnification agreementsthe DGCL, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company Certificate of Incorporation and the Company Bylaws for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect Time; provided that in the Surviving Corporation's (or case of advancement of expenses, any successor's) certificate of incorporation and bylaws for a period of six years after person to whom expenses are advanced provides an undertaking, to the Effective Timeextent required by the DGCL, the provisions set forth in the Company's to repay such advance if it is ultimately determined that such person is not entitled to indemnification. The Certificate of Incorporation and the Bylaws of the Surviving Corporation will contain provisions with respect to exculpation, advancement and indemnification that are at least as favorable to the Indemnified Persons as those contained in the Company Certificate of Incorporation and the Company Bylaws as in effect on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenseshereof, which provisions shall will not be amended, repealed or otherwise modified during such six-year for a period of not less than six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any individuals who, immediately prior to the Effective Time, were directors, officers, employees or agents of the Company, unless such a modification is required by Law. (b) From the Effective Time until the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Party. After Persons with respect to their acts and omissions as directors, officers, employees or agents of the Company Stockholder Approval has been obtained and as close as practicable occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date hereof in the form delivered by the Company to Parent prior to the date hereof (the “Existing D&O Policy”), to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided that: (i) Parent and the Surviving Corporation may substitute for the Existing D&O Policy a policy or policies of comparable coverage, including a “tail” insurance policy; and (ii) the Surviving Corporation shall purchase not be required to pay aggregate premiums over such six (6) years for the Existing D&O Policy (or for any substitute or “tail” policies) in excess of 300% of the amount of the current annual premium of the Existing D&O Policy. (c) The rights set forth in this Section 5.9 are in addition to, and not in limitation of, and Parent shall, and shall cause the Surviving Corporation to, enforce and honor, to the fullest extent permitted by Law for a five-year period of six (measured 6) years from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' , the rights otherwise available to the current officers and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% directors of the current annualized costs Company and its Subsidiaries by Law, charter, bylaw or Contract, and shall operate for the benefit of, and shall be enforceable by, each of all the Company's directors' Indemnified Persons and officers' liability insurance policies effective during their Representatives. (d) In the period from January 31event Parent, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly or any of their respective successors or assigns (i) consolidates with or merges into any other Person and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated the continuing or modified surviving corporation or entity in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, consolidation or merger or (ii) the indemnitees transfers all or substantially all of its properties and assets to whom this Section 6.6 applies any Person, then, and in either such case, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and Parent or the Surviving Corporation), as the case may be, shall assume the obligations set forth in this Section 5.9.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer shall (a) Parent agrees that it will cause the Surviving Corporations to continue to indemnify and hold harmless, harmless each present and provide advancement former director and officer of expenses to, all past and present directors, officers and employees either of the Company (in all Target Companies or any of their capacities) respective subsidiaries against any costs or expenses (the "Indemnified Parties") including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the same extent such individuals are indemnified matters existing or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts Time, whether asserted or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)claimed prior to, (b) include and cause to be maintained in effect in the Surviving Corporation's (at or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, to the provisions set forth fullest extent that either of the Target Companies or their respective subsidiaries, as the case may be, would have been permitted under Delaware law and their respective certificates of incorporation or by-laws in the Company's Certificate of Incorporation and Bylaws effect on the date hereof to indemnify such person (including the advancing of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and expenses as close as practicable incurred to the Effective Timefullest extent permitted under applicable law); provided that the person to whom such expenses are advanced provides an undertaking to the applicable Surviving Corporation to repay such advances if it is ultimately determined that such person is not entitled to indemnification; provided, further, that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under Delaware law and the certificate of incorporation and by-laws of the applicable Surviving Corporation or its subsidiary thereof shall be made by independent counsel selected by the applicable Surviving Corporation. (b) On or prior to the Closing Date, the Company Target Companies shall purchase a five-year (measured from the Effective Time) and pay for extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") endorsements under its their, and their respective subsidiaries', respective existing directors' and officers' liability insurance policy(iescoverage (the "D&O Insurance") covering those persons who are for their respective directors and officers (including current and former directors and officers currently covered by such D&O Insurance coverage), which shall provide such directors and officers of the Company's directors' respective Target Companies and officers' liability insurance policy on terms no more favorable to such Indemnified Parties their respective subsidiaries with coverage for six (6) years from the Effective Time of not less than the terms of such current insurance coverage; provided, existing coverage under the respective D&O Insurance coverage currently maintained by the respective Target Companies and their respective subsidiaries. Provided that Parent has received evidence reasonably satisfactory to it that the cost of Target Companies have paid for such reporting tail coverage on or prior to the Closing Date, the Closing Cash shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 be deemed to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred increased by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations lesser of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation one-half of the Merger aggregate premium payments for such six year tail coverage and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)$300,000.

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Newco shall cause the Effective TimeSurviving Corporation to, Buyer shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") Monsanto and its Subsidiaries to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Monsanto pursuant to the CompanyMonsanto's certificate of incorporation, bylaws by-laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company Monsanto and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws by-laws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not expenses contained in the certificate of incorporation and by-laws of Monsanto and (iii) cause to be amended, repealed or otherwise modified during such six-year maintained for a period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to six years after the Effective Time, Time the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policies of directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Monsanto (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that in no event shall the cost Surviving Corporation be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400200% of the current annualized costs annual premiums currently paid by Monsanto for such insurance; and, provided, further, that if the annual premiums of all the Company's directors' and officers' liability such insurance policies effective during the period from January 31coverage exceed such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and obligated to obtain a policy with the Surviving Corporation)greatest coverage available for a cost not exceeding such amount.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for For a period of six years after the Effective Time, unless otherwise required by applicable Law, the Surviving Corporation shall and Parent shall cause the Surviving Corporation to, cause the Charter Documents of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to the indemnification of and advancement of expenses to directors and officers than are set forth in the Company's Certificate Charter Documents of Incorporation and Bylaws the Company (or the relevant Subsidiary) as in effect on the date hereof. SemGroup LP shall, and shall cause the Surviving Corporation to, indemnify and advance expenses to, each present and former director or officer of the Company and each present and former director or officer of each Subsidiary (collectively, the “Indemnified Parties”), in respect of actions, omissions or events through the Effective Time to the fullest extent permitted by Law. Without limiting the generality of the preceding sentence, if any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by this Agreement regarding elimination Section 6.05 after the Effective Time, Parent shall cause the Surviving Corporation to, to the fullest extent permitted by Law, promptly advance to such Indemnified Party his or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith). (b) The Surviving Corporation shall either (i) cause to be obtained a “tail” insurance policy with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as the Company’s existing policies for claims arising from facts or events that occurred prior to the Effective Time or (ii) maintain the existing officers’ and directors’ liability insurance policies maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions that are not less favorable to the Indemnified Parties) for a period of six years after the Effective Time so long as the annual premium therefor is not in excess of 250% of the last annual premium paid prior to the date hereof; provided, however, that if the existing officers’ and directors’ liability insurance policies expire, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed are terminated or otherwise modified cancelled during such six-year period or require an annual premium in any manner that would adversely affect the rights thereunder excess of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400250% of the current premium paid by the Company for such insurance, the Company will obtain as much coverage as can be obtained for the remainder of such period for a premium not in excess of 250% (on an annualized costs basis) of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and such current premium. (c) If Parent or the Surviving Corporation jointly or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and severally agree shall not be the continuing or surviving corporation or entity of such consolidation or merger or shall cease to pay continue to exist for any reason or (ii) shall transfer all expensesor substantially all of its properties and assets to any individual, including attorneys' feescorporation or other entity, then, and in each such case, proper provisions shall be made so that may be incurred by the Indemnified Parties in enforcing successors and assigns of Parent or the indemnity Surviving Corporation and other the transferee or transferees of such properties and assets, as applicable, shall assume all of the obligations provided for set forth in this Section 6.6. 6.05. (d) The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies Indemnified Parties shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) 6.05. The provisions of this Section 6.6 shall 6.05 are intended to be binding in all successors for the benefit of each such Indemnified Party, his or her heirs and assigns of Buyer and the Surviving Corporation)his or her representatives.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify All rights to indemnification or exculpation now existing in favor of the present and hold harmless, and provide advancement of expenses to, all past and present former directors, officers officers, employees, agents and employees fiduciaries of the Company xXXxX*s (in all of their capacities) (collectively, the "Indemnified Parties") to the same extent such individuals are indemnified ), as provided in xXXxX*s Certificate of Incorporation and/or By-Laws or have the right to advancement of expenses otherwise in effect as of the date of this Agreement by the Company pursuant Agreement, with respect to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time (including for acts or omissions occurring Time, shall survive the Merger and shall continue in connection full force and effect; PROVIDED, HOWEVER, that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the approval standards set forth under Delaware Law or under xXXxX*s Certificate of Incorporation or By-Laws or otherwise, as the case may be, shall be made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to the Surviving Corporation. The Surviving Corporation shall honor all such rights to indemnification or exculpation described in this Agreement and the consummation Section 4.04 in favor of the transactions contemplated hereby), Indemnified Parties. (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for For a period of six years after the Effective Time, the provisions set forth Surviving Corporation shall maintain in effect the Company's Certificate current policies of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(iesmaintained by xXXxX*s (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering those persons who are currently covered with respect to claims arising from or related to facts or events that occurred at or before the Effective Time; PROVIDED, HOWEVER, that the Surviving Corporation shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof by xXXxX*s for such insurance (such 200% amount, the Company's "Maximum Premium"). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, the Surviving Corporation shall maintain the most advantageous policies of directors' and officers' liability insurance policy on terms no more favorable obtainable for an annual premium equal to such Indemnified Parties than the terms of such current insurance coverageMaximum Premium; providedPROVIDED, FURTHER, that the cost of if such reporting tail insurance coverage shall cannot exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31be obtained at all, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree shall purchase all available extended reporting periods with respect to pay pre-existing insurance in an amount that, together with all expensesother insurance purchased pursuant to this Section 4.03(b), including attorneys' fees, does not exceed the Maximum Premium. The Surviving Corporation shall not take any action that may would have the effect of limiting the aggregate amount of insurance coverage required to be incurred by maintained for the Indemnified Parties in enforcing the indemnity and other obligations provided for individuals referred to in this Section 6.6. The obligations of Buyer under this Section 6.6 4.04(b). (c) In the event that after the Effective Time the Surviving Corporation (i) consolidates with or merges into any other person and shall not be terminated the continuing or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent surviving corporation or entity of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that any successor or assign of the indemnitees to whom Surviving Corporation shall assume the obligations set forth in this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)4.04.

Directors’ and Officers’ Indemnification and Insurance. Following (a) For a period of six (6) years following the Effective Time, Buyer LPSB shall (a) indemnify and hold harmlessindemnify, and provide advancement of advance expenses in matters that may be subject to indemnification to, all past and present directors, persons who served as directors or officers and employees of CSFC or City Savings Bank or any CSFC Subsidiaries on or before the Company Effective Time (in all of their capacities) (the "“Indemnified Parties"”) with respect to the same extent liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection accordance with and subject to the approval of this Agreement requirements and the consummation other provisions of the transactions contemplated hereby), Article of Incorporation and Bylaws of CSFC in effect as of the date hereof and applicable provisions of Law. (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for For a period of six three years after from the Effective Time, LPSB shall use its reasonable best efforts to obtain director’s and officer’s liability insurance from an insurance carrier reasonably acceptable to CSFC to cover the provisions set forth in the Company's Certificate present and former officers and directors of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, CSFC with respect to claims against such directors and employees and advancement of expenses, officers arising from facts or events which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to occurred before the Effective Time, which insurance shall contain at least the Company same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by CSFC; provided that in no event shall purchase a fiveLPSB be required to expend in the aggregate during such three-year period more than $30,000 (measured from the Effective Time“Insurance Amount”) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing to maintain such current directors' ’ and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current ’ insurance coverage; provided further, that if LPSB is unable to purchase such tail coverage, LPSB shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesfurther, that officers and directors of CSFC may be incurred by required to make application and provide customary representations and warranties to the Indemnified Parties in enforcing insurance carrier for the indemnity purpose of obtaining such insurance. (c) If LPSB shall consolidate with or merge into any other entity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated the continuing or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent surviving entity of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 consolidation or merger or shall survive the consummation transfer all or substantially all of the Merger its assets to any entity, then and the Effective Timein each case, (ii) the indemnitees to whom this Section 6.6 applies proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and LPSB shall assume the Surviving Corporation)obligations set forth in this Section 3.5.

Directors’ and Officers’ Indemnification and Insurance. Following (a) For six years after the Effective TimeTime Purchaser shall, Buyer and shall cause the Surviving Corporation to, (ai) indemnify and hold harmless, harmless the present and provide advancement of expenses to, all past and present former directors, officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "Indemnified PartiesPersons") to the same extent such individuals are indemnified for any costs and expenses, judgments, fines, losses, claims, damages or have the right to advancement of expenses as liabilities incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the date fact that such Indemnified Person was an officer, director or employee of this Agreement by the Company pursuant to the Company's certificate or its Subsidiaries in respect of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of those related to this Agreement and the consummation of the transactions contemplated hereby), and shall advance expenses in respect thereof, in each case to the fullest extent permitted by applicable law and (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate purchase as of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Time a tail policy to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing current policy of directors' and officers' liability insurance policy(ies) covering those persons who are and fiduciary liability insurance maintained by Company which tail policy shall be effective for a period from the Effective Time through and including the date six years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Effective Time, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently covered provided by such current policy; provided, however, that in no event shall Purchaser be required to expend, for the Company's entire tail policy, in excess of 900% of the annual premium currently paid by Company for its current policy of directors' and officers' liability insurance policy and fiduciary liability insurance as set forth on terms no more favorable to such Indemnified Parties than Section 5.7(a) of the terms Company Disclosure Schedule; and, provided, further that, if the premium of such current insurance coverage; providedcoverage exceeds such amount, that Purchaser after consultation with Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (b) Any Indemnified Person wishing to claim indemnification under paragraph (a) of this Section 5.7, upon learning of any such reporting tail coverage claim, action, suit, proceeding or investigation, shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer promptly notify Purchaser and the Surviving Corporation jointly thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Person if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Purchaser or the Surviving Corporation shall have the right to assume the defense thereof and severally agree neither Purchaser nor the Surviving Corporation shall be liable to such Indemnified Persons for any legal expenses of other counsel or any other expense subsequently incurred by such Indemnified Persons in connection with the defense thereof, except that if Purchaser or the Surviving Corporation elects not to assume such defense or counsel or the Indemnified Persons advise that there are issues which raise conflicts of interest between Purchaser or the Surviving Corporation and the Indemnified Persons, the Indemnified Persons may retain counsel satisfactory to them, and Purchaser shall and shall cause the Surviving Corporation to pay all expenses, including attorneys' fees, that may be incurred by reasonable fees and expenses of such counsel for the Indemnified Parties Persons promptly as statements therefor are received; provided, however, the Surviving Corporation shall be obligated pursuant to this paragraph (c) to pay for only one firm of counsel for all Indemnified Persons in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Timejurisdiction, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries Indemnified Persons will cooperate in the defense of and may enforce this Section 6.6 any such matter and (iii) neither Purchaser nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided, further, that neither Purchaser nor the Surviving Corporation shall have any obligation hereunder to any Indemnified Person if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Person in the manner contemplated hereby is prohibited by applicable law. (c) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Persons on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.6 5.7 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (d) The covenants contained in this Section 5.7 are intended to be for the benefit of, and shall be binding enforceable by, each of the Indemnified Persons and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Person is entitled, whether pursuant to law, contract or otherwise. (e) In the event that Purchaser, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in all each such case, proper provision shall be made so that the successors and or assigns of Buyer and Purchaser or the Surviving Corporation), as the case may be, shall succeed to the obligations set forth in this Section 5.7.

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification, exculpation or advance of expense or similar agreement by the Company or any Company Subsidiary in favor of any Indemnified Person (athe “Indemnification Agreements”) indemnify (and hold harmlessall other indemnification agreements of the Company that are on terms substantially similar to the Indemnification Agreements) and any indemnification, and provide exculpation or advancement of expenses provisions under the Certificate of Incorporation or Bylaws (or comparable organizational documents) as in effect on the date of this Agreement; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable Law. (b) Prior to the Effective Time, the Company shall, and for six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, all past provide officers’ and present directors’ liability, officers fiduciary liability and employees similar insurance (collectively, “D&O Insurance”) in respect of the Company (in all of their capacities) (the "Indemnified Parties") acts or omissions occurring prior to the same extent such individuals are indemnified or have the right to advancement of expenses Effective Time covering each Indemnified Person covered as of the date of this Agreement by the Company pursuant Company’s D&O Insurance policies on terms with respect to the Company's certificate coverage and amount no less favorable than those of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained such policy in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directorsas well as covering claims brought against each Indemnified Person under ERISA; provided, indemnification of officersthat, directors and employees and advancement of expensesin satisfying its obligation under this Section 6.4(b), which provisions the Surviving Corporation shall not be amended, repealed or otherwise modified during such six-year period obligated to pay annual premiums in any manner that would adversely affect the rights thereunder aggregate in excess of any Indemnified Party. After 400% of the amount per annum the Company Stockholder Approval has been obtained paid in its last full fiscal year, which amount is set forth on Section 6.4(b) of the Disclosure Schedule (provided that if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation shall be obligated to obtain the most advantageous policies available for an annual premium equal to such amount). In furtherance of and as close as practicable subject to the foregoing, prior to the Effective Time, the Company shall purchase a five-year (measured from “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as aforesaid, and that by its terms shall provide coverage until the sixth annual anniversary of the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' , and officers' liability insurance policy(ies) covering those persons who are currently covered by upon the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms purchase of such current insurance coverageParent’s and the Surviving Corporation’s obligations pursuant to the first sentence of this Section 6.4(b) shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to this Section 6.4(b); provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent and the Surviving Corporation jointly shall not cancel any D&O Insurance (including any “tail” directors’ and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the officers’ liability insurance policy) during its term. (c) The rights of each Indemnified Parties in enforcing the indemnity and other obligations provided for in Person under this Section 6.66.4 shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise. The obligations of Buyer Parent and the Surviving Corporation under this Section 6.6 6.4 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnified Person to whom this Section 6.6 6.4 applies without the consent of such affected indemnitee Indemnified Person. Parent shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.4. (it being expressly agreed that d) If (1) Parent, the Surviving Corporation or any of its successors or assigns (i) this Section 6.6 consolidates with or merges into any other person and shall survive not be the consummation continuing or the surviving corporation or entity of the Merger and the Effective Timesuch consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or (2) Parent or any of its successors or assigns dissolves the indemnitees Surviving Corporation, then, and in each such case, to whom this Section 6.6 applies the extent necessary, proper provision shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and Parent or the Surviving Corporation), as the case may be, shall assume the obligations set forth in this Section 6.4.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) The Surviving Corporation shall, and Purchaser shall cause the Surviving Corporation to, (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "Indemnified PartiesPersonnel") to the same extent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws by-laws and indemnification agreements, if any, in existence on the date hereof with, with any current or for the benefit of, any former directors, officers and employees of the Company and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), and (ii) purchase as of the Effective Time a tail policy to the current policy of directors' and officers' liability insurance and fiduciary liability insurance maintained by Company which tail policy shall be effective for a period from the Effective Time through and including the date six years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend in excess of 900% of the annual premium currently paid by Company for its current policy of directors' and officers' liability insurance and fiduciary liability insurance; and, provided, further, that if the premium of such insurance coverage exceeds such amount, the Surviving Corporation after consultation with Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) The certificate of incorporation and bylaws by-laws of the Surviving Corporation shall contain provisions with respect to indemnification, advancement of expenses and exculpation from liability at least as favorable to the Indemnified Personnel as those set forth in the current certificate of incorporation and by-laws of the Company, and for a period of six years after from the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which those provisions shall not be amended, repealed or amended or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of the Indemnified Personnel, except to the extent, if any, that such modification is required by applicable law. (c) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party. After Personnel, on or prior to the Company Stockholder Approval has been obtained and as close as practicable to sixth anniversary of the Effective Time, the Company provisions of this Section 5.7 shall purchase a five-year (measured from continue in effect until the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms final disposition of such current insurance coverage; providedclaim, that action, suit, proceeding or investigation. (d) The covenants contained in this Section 5.7 are intended to be for the cost benefit of, and shall be enforceable by, each of such reporting tail coverage the Indemnified Personnel and their respective heirs and legal representatives and shall not exceed 400% be deemed exclusive of any other rights to which an Indemnified Personnel is entitled, whether pursuant to law, contract or otherwise. (e) In the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and event that the Surviving Corporation jointly or any of its successors or assigns (i) consolidates with or merges into any other Person and severally agree shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to pay all expensesany Person, including attorneys' feesthen, and in each such case, proper provision shall be made so that the successors or assigns of the Surviving Corporation, as the case may be incurred by be, shall succeed to the Indemnified Parties in enforcing the indemnity and other obligations provided for set forth in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)5.7.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify By virtue of the occurrence of the Merger, the Company shall from and hold harmlessafter the Effective Time succeed to the Seller’s obligations with respect to indemnification or exculpation now existing in favor of the directors, officers, employees, and provide advancement of expenses to, all past and present directors, officers and employees agents of the Company (Seller and the Seller Subsidiaries as provided by Law in all the Seller Articles, Seller Bylaws, indemnification agreements of their capacities) (Seller or the "Indemnified Parties") to the same extent such individuals are indemnified Seller Subsidiaries or have the right to advancement of expenses otherwise in effect as of the date of this Agreement by the Company pursuant with respect to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with Time. The Seller Disclosure Schedule contains a complete and correct list of all indemnification arrangements to which the approval Seller is a party on the date of this Agreement Agreement. The Seller agrees not to amend or enter into new indemnification arrangements or agreements from and after the consummation of the transactions contemplated hereby), date hereof. (b) include The Surviving Company shall, and the Company shall cause to be maintained the Surviving Company to, obtain coverage under the Company’s Directors and Officers Liability and Financial Institutions Bond insurance policies for the purpose of insuring Xxxxxxx X. Xxxxxxx after the Effective Time. The Surviving Company shall, and the Company shall cause the Surviving Company to, (i) maintain in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six (6) years after the Effective Time, the provisions set forth current policies of directors’ and officers’ liability insurance maintained by the Seller or Union immediately prior to the Effective Time (provided that the Surviving Company may substitute therefor policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Seller and Union as the coverage, amounts, terms and conditions provided by the Seller or Union to their directors and officers as of the date of this Agreement, in each case with respect to claims arising out of or relating to events which occurred before or at the Company's Certificate Effective Time (including in connection with the transactions contemplated by this Agreement); provided, however, that in no event will the Surviving Company be required to expend an annual premium for such coverage in excess of Incorporation and Bylaws on two hundred percent (200%) of the last annual premium paid by the Seller or Union for such insurance prior to the date of this Agreement regarding elimination of liability (the “Maximum Premium”). If such insurance coverage cannot be obtained at an annual premium equal to or less than the Maximum Premium, the Surviving Company will obtain, and the Company will cause the Surviving Company to obtain, that amount of directors, indemnification ’ and officers’ insurance (or “tail coverage”) obtainable for an annual premium equal to the Maximum Premium. (c) In the event the Company or any of officers, directors its successors or assigns (i) consolidates with or merges into any other Person and employees and advancement of expenses, which provisions shall not be amendedthe continuing or surviving entity of such consolidation or merger, repealed or otherwise modified during (ii) transfers or conveys all or substantially all of its properties or assets to any Person, then, and in each such six-year period in any manner case, to the extent necessary, proper provision shall be made so that would adversely affect the rights thereunder successors and assigns of any Indemnified Party. After the Company Stockholder Approval assume the obligations set forth in this Section 6.5. (d) The provisions of this Section 6.5 are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or has been obtained and as close as practicable at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer or director of Seller or any Seller Subsidiary (the Company shall purchase a five-year (measured from the Effective Time“Indemnified Parties”) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' his or her heirs and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)representatives.

Directors’ and Officers’ Indemnification and Insurance. Following (a) The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors (including each of the Parent Nominee(s) and/or other nominee(s) who are elected to the Company Board) and officers as such agreements exist as of the date hereof (to the extent that copies of such agreements have been made available to Parent prior to the date hereof) (each indemnified Person hereunder, the “Indemnified Persons”); provided that such obligations shall be subject to any limitation imposed from time to time under applicable Law. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, Buyer the Surviving Company and its Subsidiaries shall (aand Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the Charter Documents as of the date hereof, and during such seven (7)-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the provisions of Section 6.1(a), during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law (and subject to the limitations set forth in Section 263 of the ICL), the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) indemnify and hold harmlessharmless each Indemnified Person from and against any costs, fees and provide advancement expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of expenses toor pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, all past and present directors, officers and employees officer or employee of the Company or its Subsidiaries (in all of their capacities) (the "Indemnified Parties") solely with respect to the same extent such individuals are indemnified actions or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof withomissions, or for the benefit ofalleged actions or omissions, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time Time), or (ii) any of the transactions contemplated by this Agreement (including for with respect to any acts or omissions occurring in connection with the approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the consideration, approval and adoption thereof and the process undertaken in connection therewith and any claim relating thereto); provided, however, that if, at any time prior to the seventh (7th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 6.1(b), then the claim asserted in such notice shall survive the seventh (b7th) include anniversary of the Effective Time until such time as such claim is fully and cause finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to be maintained the fullest extent permitted by applicable Law (and subject to the limitations set forth in effect in Section 263 of the ICL), the Surviving Corporation's Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any successor'ssuch claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (A) certificate of incorporation and bylaws for a period of six years the Surviving Company shall have the right to control the defense thereof after the Effective Time, (B) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the provisions Surviving Company shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (C) the Surviving Company shall pay all reasonable fees and expenses of one counsel retained by an Indemnified Person (plus any appropriate local counsel), promptly after statements therefor are received if (x) the Surviving Company has not elected to control the defense of any such claim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by its outside counsel that there exists or is reasonably likely to exist a conflict of interest if the same counsel were to represent such Indemnified Party and the Surviving Company or one or more of its Affiliates (and in such case the Surviving Company shall not have the right to control the defense of such Indemnified Person with respect to matters where such conflict exists or is reasonably likely to exist), and (D) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Section 6.1(b) or elsewhere in this Agreement, without the prior express written consent (not to be unreasonably withheld, conditioned or delayed) of the applicable Indemnified Person, neither the Surviving Company nor any of its Affiliates shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification is sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Person from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain in effect the Company's Certificate ’s current directors’ and officers’ liability insurance (“D&O Insurance”), in respect of Incorporation acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance, providing benefits and Bylaws on levels of coverage and with policy terms (including with respect to deductibles and exclusions), limits, amounts and conditions that are no less favorable than those of the date of D&O Insurance; provided, however, that in satisfying its obligations under this Agreement regarding elimination of liability of directorsSection 6.1(c), indemnification of officers, directors Parent and employees and advancement of expenses, which provisions the Surviving Company shall not be amended, repealed or otherwise modified during such six-year period obligated to pay annual premiums in any manner that would adversely affect excess of three hundred percent (300%) of the rights thereunder aggregate amount of any Indemnified Party. After premiums paid by the Company Stockholder Approval has been obtained for coverage for its current fiscal year (which premiums the Company represents and warrants to be as close as practicable set forth in Section 6.1(c) of the Company Disclosure Letter) (such three hundred percent (300%) amount, the “Maximum Annual Premium”); and if the annual premiums of such insurance coverage exceed such amount, Parent and the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for an annual premium not exceeding the Maximum Annual Premium. Notwithstanding anything to the contrary set forth in this Agreement, prior to the Effective Time, the Company may purchase, and the Company shall purchase a five-year (measured from if requested in writing by Parent, or Surviving Company may purchase after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance , a seven-year “tail” prepaid policy on terms no the D&O Insurance; provided that the Company shall not pay or commit to pay, in the aggregate, more favorable to such Indemnified Parties than the terms of Maximum Annual Premium for such current insurance coverage; provided, “tail” prepaid policy. In the event that the cost of Company (or the Surviving Company, as applicable) purchases such reporting tail coverage a “tail” policy, the Surviving Company shall not exceed 400% of (and Parent shall cause the current annualized costs Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer other obligations of Parent and the Surviving Corporation jointly Company under the first sentence of this Section 6.1(c) for so long as such “tail” policy shall be maintained in full force and severally agree effect. (d) If Parent or the Surviving Company or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to pay any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent and the Surviving Company (as applicable) shall assume all expenses, including attorneys' fees, that may be incurred by of the Indemnified Parties in enforcing obligations of Parent and the indemnity and other obligations provided for Surviving Company (as applicable) set forth in this Section 6.6. 6.1. (e) The obligations of Buyer under set forth in this Section 6.6 6.1 shall not be terminated terminated, amended or otherwise modified in such any manner that adversely affects any Indemnified Person (or any other person who is a manner as beneficiary under the D&O Insurance or the “tail” policy referred to adversely affect any indemnitee to whom this in Section 6.6 applies 6.1(c) (and their heirs and representatives)) without the prior written consent of such affected indemnitee Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (iand their heirs and representatives) are intended third party beneficiaries of this Section 6.6 6.1, with full rights of enforcement as if a party thereto. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (and their heirs and representatives)) under this Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the articles of association, certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or its Subsidiaries, any policy that is or has been in existence with respect to the Company or its Subsidiaries for any of their respective directors, officers or other employees, or under applicable Law (whether at law or in equity); and nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims thereunder. (f) The provisions of this Section 6.1 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons, their heirs and their representatives and are in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwise. Notwithstanding any other provision of this Agreement to the contrary, this Section 6.1 shall survive the consummation of the Merger Merger. Parent hereby guarantees and undertakes to perform, on an independent and standalone basis, all of the Effective Time, (ii) obligations and Liabilities of the indemnitees Surviving Company pursuant to whom this Section 6.6 applies shall be third party beneficiaries 6.1. The obligations and liability of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer Parent and the Surviving Corporation)Company and under this Section 6.1 shall be joint and several.

Directors’ and Officers’ Indemnification and Insurance. Following The Surviving Corporation shall, and Newco shall cause the Effective TimeSurviving Corporation to, Buyer shall (ai) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company Warner-Lambert and its Subsidiaries (in all of their capacities) (the "Indemnified Parties"a) to the same extent xx xxx xxxx xxtent such individuals persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company Warner-Lambert pursuant to the CompanyWarner-Lambert's certificate of incorporationincorporaxxxx, bylaws and indemnification agreementsxxxxxx xnd indemnificxxxxx xxxxxxxxxx, if any, in existence on the date hereof with, or for the benefit of, with any directors, officers and employees of the Company Warner-Lambert and its Subsidiaries and (b) without limitation to clxxxx (x), xx xhe fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (bii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not expenses contained in the certificate of incorporation and bylaws of Warner-Lambert and (iii) cause to be amended, repealed or otherwise modified during such six-year maintained for a period in any manner that would adversely affect of six xxxxx xxxxx xxe Effective Time the rights thereunder current policies of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' fiduciary liability insurance policy maintained by Warner-Lambert (provided that the Surviving Corporation (or any succxxxxx) xxx xxxstitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on terms no more favorable to such Indemnified Parties than or before the terms of such current insurance coverageEffective Time; provided, however, that in no event shall the cost Surviving Corporation be required to expend in any one year an amount in excess of such reporting tail coverage shall not exceed 400200% of the current annualized costs annual premiums currently paid by Warner-Lambert for such insurance; and, provided, further, that if txx xxxxxx xxxxiums of all the Company's directors' and officers' liability such insurance policies effective during the period from January 31coverage exceed such amount, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree shall be obligated to pay all expenses, including attorneys' fees, that may be incurred by obtain a policy with the Indemnified Parties in enforcing the indemnity and other obligations provided greatest coverage available for in this Section 6.6a cost not exceeding such amount. The obligations of Buyer the Surviving Corporation under this Section 6.6 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 5.8 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation5.8).

Directors’ and Officers’ Indemnification and Insurance. Following (a) From and after the Effective Time, Buyer the Surviving Company shall (a) indemnify indemnify, defend and hold harmless, and provide advancement of expenses to, harmless all past and present directors, Directors and officers and employees of the Company (in all of their capacities) and its Subsidiaries (the "“Indemnified Parties"”) for acts or omissions occurring at or prior to the same Effective Time to the fullest extent permitted by the Bermuda Companies Act or provided under the Company’s Constituent Documents in effect on the date hereof. Parent shall cause the Surviving Company to perform its obligations under this Section 6.05. (b) From the Effective Time and for a period of six (6) years thereafter, Parent and the Surviving Company shall maintain in effect directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a copy of which has been made available or delivered to Parent) with terms, conditions, retentions and levels of coverage at least as favorable as those of such individuals are indemnified current insurance coverage; provided, however, that in no event will Parent or have the right Surviving Company be required to advancement expend in any one year an amount in excess of expenses as 400% of the date of this Agreement annual premiums currently paid by the Company pursuant to for such insurance (the Company's certificate of incorporation“Maximum Premium”), bylaws and indemnification agreements, if any, which Maximum Premium is set forth in existence on the date hereof with, or for the benefit of, any directors, officers and employees Section 6.05(b) of the Company Disclosure Letter; and provided, further, that, if the annual premiums for such insurance coverage exceed the Maximum Premium, Parent and the Surviving Company will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) Parent, Merger Sub and the Company agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including and rights for acts or omissions occurring advancement of expenses) now existing in connection with the approval of this Agreement and the consummation favor of the transactions contemplated hereby), (b) include current or former directors or officers of the Company and cause to be maintained its Subsidiaries as provided in their respective Constituent Documents and any indemnification or other agreements of the Company and its Subsidiaries as in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination shall be assumed by the Surviving Company in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Further, the Constituent Documents of liability the Surviving Company shall contain provisions no less favorable with respect to indemnification, advancement of directors, indemnification expenses and exculpation of officers, former or present directors and employees and advancement of expensesofficers than are presently set forth in the Company’s Constituent Documents, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and such individuals, except as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered amendments may be required by the Company's directors' and officers' liability insurance policy on terms no more favorable to Bermuda Companies Act during such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this period. (d) This Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 6.05 shall survive the consummation of the Merger Merger, is intended to benefit, and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of enforceable by each Indemnified Party and may enforce this Section 6.6 their respective successors, heirs and (iii) this Section 6.6 representatives, shall be binding in on all successors and assigns of Buyer Parent and the Surviving CorporationCompany and shall not be amended without the prior written consent of the applicable Indemnified Party (including his or her successors, heirs and representatives). (e) In the event that the Surviving Company or its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Company shall succeed to the obligations set forth in this Section 6.05. In addition, the Surviving Company shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Company unable to satisfy its obligations under this Section 6.05. (f) The rights of the Indemnified Parties under this Section 6.05 shall be in addition to, and not in substitution for, any rights such Indemnified Parties may have under the Constituent Documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws, and Parent shall, and shall cause the Surviving Company to, honor and perform under all indemnification agreements entered into by the Company or any of its Subsidiaries.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") The provisions with respect to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws immunities and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect that are set forth in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions Surviving Corporation shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would affect adversely affect the rights thereunder of individuals who at or at any Indemnified Partytime prior to the Effective Time were directors, officers, employees or agents of Company. After The certificate of incorporation and bylaws of Merger Sub immediately prior to the Effective Time shall be as delivered to the Company Stockholder Approval has been obtained on the date hereof. (b) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Company (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters relating to their service as close as practicable such an officer or director existing or occurring at or prior to the Effective Time, the Company shall purchase a five-year (measured from whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Company would have been permitted under Delaware law and its charter documents (each as in effect on the date hereof) extended reporting to indemnify such Indemnified Parties. (c) For a period endorsement with commercially reasonable terms of six ("REPORTING TAIL COVERAGE"6) under its existing years after the Effective Time, Parent shall provide directors' ’ and officers' ’ liability insurance policy(ies) in respect of acts or omissions occurring prior the Effective Time covering those persons who are each such person currently covered by the Company's ’s directors' ’ and officers' ’ liability insurance policy on substantially similar terms no more favorable with respect to such Indemnified Parties than coverage and amount as those in effect on the terms date of such current insurance coveragethis Agreement; provided, however, that Parent shall only be obligated to maintain such insurance to the cost of extent the aggregate premiums during such reporting tail coverage shall period do not exceed 400250% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31annual premium currently paid by Company for such coverage, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in which Company hereby represents is such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (iamount set forth on Schedule 7.04(c) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Company Disclosure Schedule.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company For six (in all of their capacities6) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, Merger Corp shall, or shall cause the provisions set forth Surviving Corporation to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company's Certificate ’s officers’ and directors’ liability insurance policies on terms with respect to coverage and amount no less favorable than those of Incorporation and Bylaws such policy in effect on the date of this Agreement regarding elimination Agreement; provided, however, that in no event will Merger Corp or the Surviving Corporation be required to expend in any one year in excess of two hundred fifteen percent (215%) of the annual premium paid by the Company as of November 4, 2010 for such coverage (and to the extent the annual premium would exceed two hundred fifteen percent (215%) of the annual premium paid by the Company as of November 4, 2010 for such coverage, the Surviving Corporation shall use all reasonable efforts to cause to be maintained the maximum amount of coverage as is available for such two hundred percent fifteen (215%) of such annual premium). Notwithstanding anything in Article 6 to the contrary, the Company shall be permitted to purchase a prepaid “tail” or runoff policy under the Company’s officers’ and directors’ liability of directorsinsurance policy prior to the Closing, indemnification of officers, which policy may provide such directors and employees and advancement officers with coverage for an aggregate period of expensessix years with respect to claims arising form facts or events that occurred on or before the Effective Time, which provisions shall including, in respect of the transactions contemplated by this Agreement; provided that the cost of such “tail” or runoff policy does not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect exceed two hundred percent fifteen (215%) of the rights thereunder of any Indemnified Party. After annual premium paid by the Company Stockholder Approval as of November 4, 2010. If such prepaid “tail” or runoff policy has been obtained and as close as practicable prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) As of the Closing Date, provided that Company has not previously purchased a prepaid “tail” or runoff policy pursuant to Section 8.6(a), Merger Corp shall purchase a fivethe prepaid “tail” or runoff officers’ and directors’ insurance policy set forth on Schedule 8.6(b). On the Closing Date, Merger Corp will be credited with Twenty-year Seven Thousand Three Hundred Seventy-Five Dollars (measured from $27,375) towards the Merger Consideration. (c) [Intentionally left blank] (d) From and after the Effective Time, the Surviving Corporation will, and Merger Corp will cause the Surviving Corporation and the other Acquired Companies to fulfill and honor in all respects the obligations of the Company and the other Acquired Companies pursuant to (i) extended reporting period endorsement each indemnification agreement in effect between the Company or any of the other Acquired Companies and any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or the other Acquired Companies; and (ii) any indemnification provision and any exculpation provision set forth in the articles or certificate of incorporation or bylaws of the Company as in effect on the date of this Agreement. (e) If Merger Corp, the Surviving Corporation, or any of its successors or assigns (i) consolidates with commercially reasonable terms or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or ("REPORTING TAIL COVERAGE"ii) under transfers or conveys substantially all of its existing directors' properties and officers' liability insurance policy(iesassets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Merger Corp or the Surviving Corporation, as the case may be, shall assume the obligations of this Section 8.6. (f) covering those persons who are currently covered This Section 8.6 is intended to be for the benefit of, and shall be enforceable by the Company's directors' parties covered hereby and officers' liability insurance policy their heirs and personal representatives and shall be binding on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Merger Corp and the Surviving Corporation jointly and severally agree their respective successors and assigns, and shall be in addition to, and not in substitution for, any other rights to pay all expensesindemnification or contribution that any such Person may have by contract or otherwise. On and after the Closing, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer Merger Corp under this Section 6.6 8.6 shall not be terminated or modified in such a manner as to adversely affect the rights of any indemnitee to whom party covered by this Section 6.6 applies 8.6 without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)party.

Directors’ and Officers’ Indemnification and Insurance. Following (a) By virtue of the occurrence of the Merger, the Company shall from and after the Effective Time succeed to the Seller’s obligations with respect to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of Seller and the Seller Subsidiaries as provided in the Seller Articles, the Seller By-Laws, indemnification agreements of the Seller or the Seller Subsidiaries with respect to matters occurring prior to the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees . Section 6.5 of the Company (in Seller Disclosure Schedule contains a complete list of all of their capacities) (such indemnification arrangements to which the "Indemnified Parties") Seller is a party to the same extent such individuals are indemnified or have the right to advancement of expenses as of on the date of this Agreement by the Company pursuant Agreement. The Seller agrees not to the Company's certificate of incorporation, bylaws amend or enter into new indemnification arrangements or agreements from and indemnification agreements, if any, in existence on after the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), hereof. (b) include From and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in Company agrees to use commercially reasonable best efforts to maintain an insurance policy for directors’ and officers’ liabilities (the Company's Certificate “D&O Policy”) for all present and former directors and officers of Incorporation and Bylaws the Seller covered by the Existing D&O Policy on the date of this Agreement regarding elimination with terms (including coverage limits) substantially similar in all respects to those currently in effect on the date of liability of directorsthis Agreement with respect to acts, indemnification of officersomissions and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy; provided, directors and employees and advancement of expenseshowever, which provisions that the Company’s obligation under this subsection (b) shall not be amended, repealed or otherwise modified during completely satisfied at such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After time as the Company Stockholder Approval has been obtained shall have satisfied either of the following conditions: (i) the Company shall have maintained the D&O Policy in accordance with this subsection (b) for a period of six (6) years from and as close as practicable after the Effective Time or (ii) the Company shall have incurred costs to maintain insurance in accordance with this subsection equal to or exceeding 250% of the annual premium in effect on the date of this Agreement and disclosed on Schedule 6.5 of the Seller Disclosure Schedule; provided, further however, if the Company fails to maintain the D&O Policy in accordance with this subsection (b) for six (6) years from the Effective Time, the Company shall purchase will indemnify and hold all present and former directors and officers of the Seller covered by the Existing D&O Policy harmless against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, attorney’s fees, disbursements and court costs) and actions with respect to acts, omissions, and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy to the same extent as coverage would have been provided to such persons had the D&O Policy in accordance with this subsection (b) been maintained by the Company for a five-year period of six (measured 6) years from and after the Effective Time. (c) extended reporting period endorsement In the event the Company or any of its successors or assigns (i) consolidates with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' or merges into any other Person and officers' liability insurance policy(ies) covering those persons who are currently covered by shall not be the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms continuing or surviving corporation or entity of such current insurance coverage; providedconsolidation or merger, or (ii) transfers or conveys all or substantially all of its properties or assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the cost of such reporting tail coverage shall not exceed 400% successors and assigns of the current annualized costs of all Company assume the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for set forth in this Section 6.6. 6.5. (d) The obligations provisions of Buyer under this Section 6.6 6.5 are intended to be for the benefit of, and shall not be terminated enforceable by, each Person who is now, or modified in such a manner as has been at any time prior to adversely affect any indemnitee the date of this Agreement or who becomes prior to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, an officer or director of Seller or any Seller Subsidiary (iithe “Indemnified Parties”) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 his or her heirs and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)representatives.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessParent agrees that all rights to indemnification, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company (including for acts each, an “Indemnified Person”) acting in such capacities as provided in their respective certificates of the Company Charter Documents and any indemnification or omissions occurring other agreements of the Company as in connection with effect on the approval date of this Agreement (to the extent that copies have been made available to Parent prior to the date of this Agreement) shall be assumed by the Surviving Company in the Merger, without further action, at the Effective Time, and shall survive the consummation of the transactions contemplated hereby)Merger and shall continue in full force and effect in accordance with their terms; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable Law. (b) include and cause to be maintained in effect in the Surviving Corporation's For seven (or any successor's7) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth Surviving Company shall maintain in effect any existing officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Indemnified Person currently covered by the Company's Certificate ’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of Incorporation and Bylaws such policy in effect on the date of this Agreement regarding elimination of liability of directorsAgreement; provided, indemnification of officershowever, directors and employees and advancement of expensesthat, which provisions in satisfying its obligation under this Section 6.7(b), the Surviving Company shall not be amended, repealed or otherwise modified during such six-year period obligated to pay an aggregate premium in any manner that would adversely affect excess of 250% of the rights thereunder of any Indemnified Party. After amount per annum the Company Stockholder Approval paid in its last full fiscal year, which amount the Company has been obtained disclosed to Parent prior to the date of this Agreement. Notwithstanding the foregoing, at any time Parent or the Surviving Company may, and if so directed by Parent prior to the Effective Time the Company shall, purchase a “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and amount as close as practicable to aforesaid, and which by its terms shall provide coverage until the seventh annual anniversary of the Effective Time, and upon the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer Parent’s and the Surviving Corporation jointly and severally agree Company’s obligations pursuant to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in first sentence of this Section 6.6. 6.7(b) shall cease. (c) The obligations rights of Buyer each Indemnified Person under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 6.7 shall survive the consummation of the Merger and the Effective Timeare intended to benefit, (ii) the indemnitees to whom this Section 6.6 applies and shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)enforceable by, each Indemnified Person.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmlessPurchaser agrees that all rights to indemnification, and provide advancement of expenses toand exculpation by the Company Group now existing in favor of each Person who is now, all past and present directors, officers and employees or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (each an “D&O Indemnified Party”) as provided in all the Company Constating Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.07 of the Disclosure Letter, shall survive the Arrangement and shall remain in full force and effect in accordance with their capacities) (terms, and each member of the "Indemnified Parties") Company Group shall cause its constating documents to the same extent such individuals are indemnified or have the right contain terms with respect to indemnification, advancement of expenses and exculpation of the D&O Indemnified Parties in respect of claims arising from facts or events which occurred on or prior to the Effective Date not less favorable to a D&O Indemnified Party than such current terms until the later of (i) the six year anniversary of the Closing and (ii) the date that all applicable statute of limitation periods have expired for any claim or claims for which a D&O Indemnified Party may be entitled to indemnification thereunder. (b) Prior to Closing, the Company shall use commercially reasonable efforts to procure customary “tail” or “run off” policies of directors’ and officers’ liability insurance and cyber and technology liability insurance providing protection no less favorable in the aggregate than the protection provided by the policies maintained by the Company Group as of the date hereof and providing protection in respect of this Agreement by claims arising from facts or events which occurred on or prior to the Effective Date (provided, that, as an alternative to a cyber and technology liability tail policy, the Company pursuant may procure consent of the insurer permitting such insurance to remain in place and insuring the Company's certificate entire Company Group notwithstanding the change of incorporationcontrol in connection with the Transactions), bylaws and indemnification agreements, if any, in existence on the date hereof with, or costs of which shall be Transaction Expenses. (c) This covenant is intended to be for the benefit of, any directorsand shall be enforceable by, officers each D&O Indemnified Party and employees of the Company their respective heirs and legal representatives. The indemnification provided for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions herein shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder deemed exclusive of any other rights to which a D&O Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Party is entitled, whether pursuant to the Effective Timelaw, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated contract or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)otherwise.

Directors’ and Officers’ Indemnification and Insurance. Following 7.9.1. NBT shall maintain, or shall cause NBT Bank to maintain, in effect for three years following the Effective Time, Buyer shall the current directors’ and officers’ liability insurance policies maintained by CNB (a) indemnify and hold harmlessprovided, and provide advancement that NBT may substitute therefor policies of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to at least the same extent such individuals coverage containing terms and conditions which are indemnified or have the right not materially less favorable) with respect to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time Time; provided, however, that in no event shall NBT be required to expend pursuant to this Section 7.9.1 more than an amount equal to 150% of the current annual amount expended by CNB with respect to such insurance, as set forth in CNB Disclosure Schedule 7.9.1 (including the “Maximum Amount”); provided, further, that if the amount of the aggregate premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, NBT shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for acts or omissions occurring in an annual premium equal to the Maximum Amount. In connection with the approval foregoing, CNB agrees in order for NBT to fulfill its agreement to provide directors and officers liability insurance policies for three years to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of this Agreement and the consummation of the transactions contemplated hereby)any prior claims. 7.9.2. In addition to Section 7.9.1, (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's Certificate of Incorporation NBT shall indemnify, defend and Bylaws on hold harmless each person who is now, or who has been at any time before the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed hereof or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to who becomes before the Effective Time, an officer or director of CNB or an CNB Subsidiary (the Company “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall purchase require the prior written consent of NBT, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a five-year “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of CNB or a CNB Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring before the Effective Time (measured including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time (the “Indemnified Liabilities”), to the fullest extent permitted under Delaware law (to the extent not prohibited by Federal law). Any Indemnified Party wishing to claim indemnification under this Section 7.9.2 upon learning of any Claim, shall notify NBT (but the failure so to notify NBT shall not relieve it from any liability which it may have under this Section 7.9.2, except to the extent such failure materially prejudices NBT). In the event of any such Claim (whether arising before or after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE"1) under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by NBT shall have the Company's directors' and officers' liability insurance policy on terms no more favorable right to such assume the defense thereof (in which event the Indemnified Parties than will cooperate in the terms defense of any such matter) and upon such assumption NBT shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if NBT elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between NBT and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and NBT shall pay the reasonable fees and expenses of such current insurance coverage; providedcounsel for the Indemnified Parties, (2) except to the extent otherwise required due to conflicts of interest, NBT shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties unless there is a conflict of interest that necessitates more than one law firm, and (3) NBT shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). 7.9.3. In the event that either NBT or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving CNB or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the cost successors and assigns of such reporting tail coverage NBT shall not exceed 400% assume the obligations set forth in this Section 7.10. 7.9.4. The obligations of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 NBT provided under this Section 7.9 are intended to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred enforceable against NBT directly by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in on all respective successors and permitted assigns of Buyer and the Surviving Corporation)NBT.

Directors’ and Officers’ Indemnification and Insurance. Following (a) The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors (including each of the Parent Nominee(s) and/or other nominee(s) who are elected to the Company Board) and officers as such agreements exist as of the date hereof (to the extent that copies of such agreements have been made available to Parent prior to the date hereof) (each indemnified Person hereunder, the “Indemnified Persons”); provided that such obligations shall be subject to any limitation imposed from time to time under applicable Law. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, Buyer the Surviving Company and its Subsidiaries shall (aand Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the Charter Documents as of the date hereof, and during such seven (7)-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the provisions of Section 6.1(a), during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law (and subject to the limitations set forth in Section 263 of the ICL), the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) indemnify and hold harmlessharmless each Indemnified Person from and against any costs, fees and provide advancement expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of expenses toor pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, all past and present directors, officers and employees officer or employee of the Company or its Subsidiaries (in all of their capacities) (the "Indemnified Parties") solely with respect to the same extent such individuals are indemnified actions or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof withomissions, or for the benefit ofalleged actions or omissions, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time Time), or (ii) any of the transactions contemplated by this Agreement (including for with respect to any acts or omissions occurring in connection with the approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the consideration, approval and adoption thereof and the process undertaken in connection therewith and any claim relating thereto); provided, however, that if, at any time prior to the seventh (7th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 6.1(b), then the claim asserted in such notice shall survive the seventh (b7th) include anniversary of the Effective Time until such time as such claim is fully and cause finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to be maintained the fullest extent permitted by applicable Law (and subject to the limitations set forth in effect in Section 263 of the ICL), the Surviving Corporation's Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any successor'ssuch claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non‑appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (A) certificate of incorporation and bylaws for a period of six years the Surviving Company shall have the right to control the defense thereof after the Effective Time, (B) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the provisions Surviving Company shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (C) the Surviving Company shall pay all reasonable fees and expenses of one counsel retained by an Indemnified Person (plus any appropriate local counsel), promptly after statements therefor are received if (x) the Surviving Company has not elected to control the defense of any such claim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by its outside counsel that there exists or is reasonably likely to exist a conflict of interest if the same counsel were to represent such Indemnified Party and the Surviving Company or one or more of its Affiliates (and in such case the Surviving Company shall not have the right to control the defense of such Indemnified Person with respect to matters where such conflict exists or is reasonably likely to exist), and (D) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Section 6.1(b) or elsewhere in this Agreement, without the prior express written consent (not to be unreasonably withheld, conditioned or delayed) of the applicable Indemnified Person, neither the Surviving Company nor any of its Affiliates shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification is sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Person from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain in effect the Company's Certificate ’s current directors’ and officers’ liability insurance (“D&O Insurance”), in respect of Incorporation acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance, providing benefits and Bylaws on levels of coverage and with policy terms (including with respect to deductibles and exclusions), limits, amounts and conditions that are no less favorable than those of the date of D&O Insurance; provided, however, that in satisfying its obligations under this Agreement regarding elimination of liability of directorsSection 6.1(c), indemnification of officers, directors Parent and employees and advancement of expenses, which provisions the Surviving Company shall not be amended, repealed or otherwise modified during such six-year period obligated to pay annual premiums in any manner that would adversely affect excess of three hundred percent (300%) of the rights thereunder aggregate amount of any Indemnified Party. After premiums paid by the Company Stockholder Approval has been obtained for coverage for its current fiscal year (which premiums the Company represents and warrants to be as close as practicable set forth in Section 6.1(c) of the Company Disclosure Letter) (such three hundred percent (300%) amount, the “Maximum Annual Premium”); and if the annual premiums of such insurance coverage exceed such amount, Parent and the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for an annual premium not exceeding the Maximum Annual Premium. Notwithstanding anything to the contrary set forth in this Agreement, prior to the Effective Time, the Company may purchase, and the Company shall purchase a five-year (measured from if requested in writing by Parent, or Surviving Company may purchase after the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance , a seven‑year “tail” prepaid policy on terms no the D&O Insurance; provided that the Company shall not pay or commit to pay, in the aggregate, more favorable to such Indemnified Parties than the terms of Maximum Annual Premium for such current insurance coverage; provided, “tail” prepaid policy. In the event that the cost of Company (or the Surviving Company, as applicable) purchases such reporting tail coverage a “tail” policy, the Surviving Company shall not exceed 400% of (and Parent shall cause the current annualized costs Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer other obligations of Parent and the Surviving Corporation jointly Company under the first sentence of this Section 6.1(c) for so long as such “tail” policy shall be maintained in full force and severally agree effect. (d) If Parent or the Surviving Company or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to pay any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent and the Surviving Company (as applicable) shall assume all expenses, including attorneys' fees, that may be incurred by of the Indemnified Parties in enforcing obligations of Parent and the indemnity and other obligations provided for Surviving Company (as applicable) set forth in this Section 6.6. 6.1. (e) The obligations of Buyer under set forth in this Section 6.6 6.1 shall not be terminated terminated, amended or otherwise modified in such any manner that adversely affects any Indemnified Person (or any other person who is a manner as beneficiary under the D&O Insurance or the “tail” policy referred to adversely affect any indemnitee to whom this in Section 6.6 applies 6.1(c) (and their heirs and representatives)) without the prior written consent of such affected indemnitee Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (iand their heirs and representatives) are intended third party beneficiaries of this Section 6.6 6.1, with full rights of enforcement as if a party thereto. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (and their heirs and representatives)) under this Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the articles of association, certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or its Subsidiaries, any policy that is or has been in existence with respect to the Company or its Subsidiaries for any of their respective directors, officers or other employees, or under applicable Law (whether at law or in equity); and nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims thereunder. (f) The provisions of this Section 6.1 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons, their heirs and their representatives and are in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwise. Notwithstanding any other provision of this Agreement to the contrary, this Section 6.1 shall survive the consummation of the Merger Merger. Parent hereby guarantees and undertakes to perform, on an independent and standalone basis, all of the Effective Time, (ii) obligations and Liabilities of the indemnitees Surviving Company pursuant to whom this Section 6.6 applies shall be third party beneficiaries 6.1. The obligations and liability of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer Parent and the Surviving Corporation)Company and under this Section 6.1 shall be joint and several.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) The certificate of incorporation and bylaws for a period by-laws of six years after the Effective TimeSurviving Corporation shall contain provisions no less favorable with respect to exculpation, the provisions advances of expenses and indemnification than are set forth in the Company's Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Company as in effect on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenseshereof, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable individuals who, at or prior to the Effective Time, were former or present directors or officers of the Company, unless such modification shall be required by applicable Laws. The indemnification, advancement of expenses and exculpation provisions of the indemnification agreements by and among the Company and its directors as in effect on the date hereof shall purchase survive the Merger and shall not be amended, repealed or otherwise modified for a five-year period of six (measured 6) years from the Effective TimeTime in any manner that would adversely affect the rights thereunder of the current or former directors or officers of the Company. (b) extended reporting period endorsement with commercially reasonable terms The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect for six ("REPORTING TAIL COVERAGE"6) under its existing years from the Effective Time the current directors' ’ and officers' ’ liability insurance policy(ies) covering those persons who are currently covered policies maintained by the Company's directors' Company or the Company Subsidiaries with respect to matters occurring or allegedly occurring at or prior to the Effective Time, including acts or omissions occurring in connection with this Agreement and officers' liability the consummation of the Transactions (the parties covered thereby, the “Indemnified Parties”), on terms and subject to conditions no less favorable than those in effect on the date hereof and with reputable carriers having a rating comparable to the current carrier; provided, however, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions that are no less favorable than the current policy; provided, further, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 7.05(b) more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance (and in such case shall purchase as much of such coverage as possible for such amount). In lieu of the foregoing policies, the Company or the Surviving Corporation may, at its option, purchase a six (6)-year “tail” prepaid policy on terms and subject to conditions no more favorable less advantageous to such the Indemnified Parties than the terms existing directors’ and officers’ liability insurance maintained by the Company as of such current insurance coveragethe date hereof; provided, that the cost of such reporting tail coverage “tail” policy shall not exceed 400300% of current annual premiums paid by the current annualized Company for such insurance. To the extent such “tail” prepaid policies have been obtained, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the respective obligations thereunder, and all other obligations of Parent or Surviving Corporation under this Section 7.05(b) shall terminate. (c) Subject to the terms and conditions of this Section 7.05, from and after the Effective Time, the Surviving Corporation shall comply with all of its obligations, and shall cause the Company Subsidiaries to comply with their respective obligations, to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers and directors thereof against any and all costs of all or expenses (including attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities, obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs), fines and amounts paid in settlement in connection with any actual or threatened claim, action, suit, arbitration, proceeding or investigation (“Indemnity Proceeding”), whether civil, criminal, administrative or investigative, and whether initiated by the Company's directors' , the Surviving Corporation, any Governmental Authority or any other party (“Damages”), based in whole or in part on, arising out of, relating to or in connection with, (i) the fact that such person is or was a director, officer, employee, fiduciary or agent of the Company or any Company Subsidiary, (ii) any acts or omissions occurring or alleged to have occurred prior to or at the Effective Time, to the extent provided to each such person under the Company’s or such Company Subsidiaries’ organizational and officers' liability insurance policies effective during governing documents or agreements in effect on the period date hereof and to the fullest extent as permitted by the DGCL or any other applicable Law, including the approval of this Agreement, the Merger or the other Transactions or arising out of or pertaining to the Transactions, or (iii) any acts or omissions in such persons’ official capacity as an officer, director or other fiduciary in the Company or any Company Subsidiary if such service was at the request or for the benefit of the Company or any Company Subsidiary; provided, that, in each case of clauses of (i) through (iii), that such indemnification shall be subject to any limitation imposed from January 31time to time under applicable Law; provided, 2002 further, that, in each case of clauses of (i) through (iii), if required by any applicable Law, such person shall have provided the Surviving Corporation with a written undertaking to January 31repay any and all amounts advanced if it shall ultimately be determined that he or she is not entitled to indemnification under or pursuant to this Section 7.05(c). In any event any Indemnity Proceeding is brought against a person entitled to indemnity under this Section 7.05, 2003. Buyer due notice thereof shall be given to the Surviving Corporation and the person seeking indemnification and the Surviving Corporation jointly and severally agree (or applicable Company Subsidiary) shall each use its commercially reasonable efforts to pay all expenses, including attorneys' feescooperate in the defense of such Indemnity Proceeding; provided, that may the Surviving Corporation shall control such defense and the person seeking indemnification shall not settle or compromise, or offer to settle or compromise, such Indemnity Proceeding; provided, further, that neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in such Indemnity Proceeding without the prior written consent of such person (which shall not be incurred by unreasonably withheld, delayed or conditioned) to the Indemnified Parties in enforcing extent the indemnity and other obligations provided for in this Section 6.6. terms of the proposed settlement, compromise or judgment involve any non-monetary relief from such person. (d) The obligations of Buyer Parent and the Surviving Corporation and the Company Subsidiaries under this Section 6.6 7.05 shall not be terminated or modified by such parties in such a manner so as to adversely affect any indemnitee to whom this Section 6.6 applies Indemnified Party without the consent of such affected indemnitee (it being expressly agreed that Indemnified Party. If Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) this Section 6.6 consolidate with or merge into any other corporation or entity and shall survive not be the consummation continuing or surviving corporation or entity of the Merger and the Effective Time, such consolidation or merger or (ii) the indemnitees transfer all or substantially all of its properties and assets to whom this Section 6.6 applies any person, then, and in each such case, proper provisions shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all made so that the successors and assigns of Buyer and Parent or the Surviving Corporation), as the case may be, shall succeed to and assume, and shall be able to perform, all of the applicable obligations set forth in this Section 7.05. In addition, if upon or following any merger, consolidation or sale of assets, Parent, the Surviving Corporation or any of their respective successors or assigns is or becomes a direct or indirect Subsidiary of another person, proper provision shall be made so that their respective successors or assigns, as the case may be, shall assume the obligations set forth in this Section 7.05.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify If the Merger is consummated, then until the sixth anniversary of the Closing Date, Acquirer will cause the Surviving Corporation to fulfill and hold harmless, and provide advancement of expenses to, honor in all past and present directors, officers and employees respects the obligations of the Company to (in all i) its directors and officers as of their capacities) (the "Indemnified Parties") immediately prior to the same extent such individuals are indemnified Effective Time pursuant to any indemnification provisions under the Company’s articles of incorporation or have the right to advancement of expenses bylaws as of in effect on the date of this Agreement by and pursuant to any indemnification agreements between the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, such directors and officers as in existence effect on the date hereof with, or for of this Agreement and (ii) the benefit of, affiliates of its directors to the extent covered by and pursuant to any directors, officers and employees of indemnification agreements between the Company for acts or omissions and such directors as in effect on the date of this Agreement (the Persons in (i) and (ii) collectively the “Company Indemnified Parties”), in each case with respect to clauses (i) and (ii), with respect to claims arising out of matters occurring at or prior to the Effective Time (including Time. Any claims for acts indemnification made under this Section 5.18(a) on or omissions occurring in connection with prior to the approval of this Agreement and the consummation six-year anniversary of the transactions contemplated hereby)Closing Date shall survive such anniversary until the final resolution thereof. However, the foregoing covenants under this Section 5.18 shall not apply to any claim based on a claim for indemnification made by Acquirer pursuant to Article 7. (b) include Prior to the Closing, the Company will purchase a fully prepaid “tail” policy under the Company’s existing directors’ and cause officers’ liability insurance policy prior to be maintained in effect in the Surviving Corporation's Closing, which (or any successor'si) certificate of incorporation and bylaws for a period has an effective term of six years after from the Effective Time, the provisions set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable to the Effective Time, the Company shall purchase a five-year (measured from the Effective Timeii) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering covers only those persons who are currently covered by the Company's ’s existing directors' ’ and officers' ’ liability insurance policy on in effect as of the date of this Agreement and, in each case, only for matters occurring at or prior to the Effective Time, and (iii) contains coverage terms no more favorable comparable to such Indemnified Parties than those applicable to the terms current directors and officers of such current the Company under the Company’s existing directors’ and officers’ liability insurance coverage; provided, that policy (the “Company D&O Tail Policy”). The cost of such reporting tail coverage shall not exceed 400% the Company D&O Tail Policy will be treated as a Transaction Expense hereunder. If the Merger is consummated, neither Acquirer nor the Surviving Corporation will cancel or amend the Company D&O Tail Policy during its term. (c) If the Surviving Corporation or any of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer its successors consolidates with or merges into any other Person and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated the continuing or modified surviving corporation or entity in such a manner as consolidation or merger or the Surviving Corporation transfers all or substantially all of its assets to adversely affect any indemnitee Person, then, and in each case, proper provision shall be made prior to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive or concurrently with the consummation of such transaction so that the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation), shall, from and after the consummation of such transaction, honor the indemnification and other obligations set forth in this Section 5.18. (d) This Section 5.18 is intended to be for the benefit of, and shall be enforceable by, the Company Indemnified Parties and his, her or its successors, heirs and personal representatives and shall be binding on all successors of the Surviving Corporation; provided that recourse shall first be sought against the Company D&O Tail Policy, to the extent that it is then available, until it is exhausted, to the extent that it is then available, before recovery against Acquirer shall be sought.

Directors’ and Officers’ Indemnification and Insurance. Following (a) Newco shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification Contracts between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Buyer the Surviving Corporation and its Subsidiaries shall (aand Newco shall cause the Surviving Corporation and its Subsidiaries to) indemnify cause the certificate of incorporation and hold harmlessbylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and provide the advancement of expenses toexpenses, all past covering acts and present directors, omissions of directors and officers (and any other employees of the Company (in all of their capacities) (the "Indemnified Parties") or agents who otherwise would be entitled to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company similar benefits thereunder pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, terms thereof in existence effect on the date hereof withhereof), or for the benefit ofin each case in their respective capacities as such, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with Time, that are at least as favorable as the approval indemnification, exculpation and advancement of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect expenses provisions contained in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period (or other similar organizational documents) of six years after the Effective Time, the provisions set forth in the Company's Certificate Company and its Subsidiaries as of Incorporation and Bylaws on the date of this Agreement regarding elimination of liability of directorshereof, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period period, such provisions shall not be repealed, amended or otherwise modified in any manner that would adversely affect except as required by applicable Law. (b) Without limiting the rights thereunder generality of the provisions of Section 6.8(a), the Surviving Corporation and its Subsidiaries shall (and Newco shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Party. After Person’s capacity as a director, officer, employee or agent of the Company Stockholder Approval has been obtained and as close as practicable or any of its Subsidiaries or other Affiliates occurring at or prior to the Effective Time, or (ii) any of the Company shall purchase a five-year (measured from transactions contemplated by this Agreement, in each case regardless of whether such claim, proceeding, investigation or inquiry is made, occurs or arises prior to, at or after the Effective Time. In the event of any such claim, proceeding, investigation or inquiry, (A) extended reporting period endorsement the Surviving Corporation and Newco shall have the right (but not the obligation) to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Newco will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with commercially respect thereto), (B) each Indemnified Person shall be entitled to retain his or her own counsel, which counsel shall be reasonably satisfactory to Newco and the Surviving Corporation, whether or not Newco shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (C) the Surviving Corporation shall (and Newco shall cause the Surviving Corporation to) pay all reasonable terms fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not Newco shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and ("REPORTING TAIL COVERAGE"D) under its existing directors' neither Newco or the Surviving Corporation on the one hand nor any Indemnified Person on the other hand shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 6.8(b) or elsewhere in this Agreement, the Surviving Corporation and officers' liability insurance policy(iesNewco shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties for any Indemnified Parties in any jurisdiction with respect to any single action) covering those persons who are currently covered by except to the Company's directors' and officers' liability insurance policy on terms no extent that two or more favorable to of such Indemnified Parties than the terms shall have actual material conflict of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified interest in such a manner as action. (c) Prior to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) notwithstanding anything to the indemnitees to whom contrary set forth in this Section 6.6 applies shall be third party beneficiaries of and Agreement, the Company may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and purchase a six-year “tail” prepaid policy on the Surviving Corporation).D&O

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify NORCAL shall use its commercially reasonable efforts, immediately prior to the Closing, to purchase a single payment, run-off policy or policies of directors’ and hold harmless, officers’ liability insurance covering current and provide advancement of expenses to, all past and present directors, former officers and employees directors of NORCAL and the Company (NORCAL Subsidiaries on terms and conditions, including limits, at least as favorable as their respective directors and officers liability insurance policy in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of effect on the date of this Agreement by Agreement, such policy or policies to become effective at the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Purchase Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained remain in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Purchase Effective TimeTime or the period of the applicable statute of limitation, if longer (the provisions set forth “Tail Policy”). If NORCAL is unable to obtain the Tail Policy prior to Closing, PRA shall use its best efforts to cause the individuals serving as officers and directors of NORCAL and the NORCAL Subsidiaries prior to the Purchase Effective Time to be covered for a period of six years from the Purchase Effective Time (or the period of the applicable statute of limitations, if longer) by the directors’ and officers’ liability insurance policy maintained by PRA (provided that PRA may substitute therefore policies of the same or greater coverage and amounts containing terms and conditions which are at least as favorable as their respective directors and officers liability insurance policy in the Company's Certificate of Incorporation and Bylaws effect on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions shall not be amended, repealed Agreement) with respect to acts or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable omissions occurring on or prior to the Purchase Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' Time which were committed by such officers and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coveragedirectors in their capacity as such; provided, however, that in no event shall the cost of annual premium for any such reporting tail coverage shall not exceed 400insurance be more than 300% of the current annualized costs of all annual amount expended by NORCAL or the Company's directors' NORCAL Subsidiary (the “Insurance Premium Amount”); and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' feesprovided further, that may be incurred if PRA is unable to maintain or obtain the insurance called for by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The 8.8, PRA shall use its best efforts to obtain as much comparable insurance as available for the Insurance Premium Amount. (b) In addition to the obligations of Buyer under this set forth in Section 6.6 8.8(a), PRA shall, and shall not be terminated cause NORCAL and each NORCAL Subsidiary to, indemnify, defend and hold harmless each person who is now, or modified in such a manner as to adversely affect who has been at any indemnitee to whom this Section 6.6 applies without time before the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive date hereof or who becomes before the consummation of the Merger and the Purchase Effective Time, an officer, director or employee of NORCAL or a NORCAL Subsidiary (iithe “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorney’s fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part on or arising in whole or in part out of the indemnitees fact that such person is or was a director, officer or employee of NORCAL or a NORCAL Subsidiary if such Claim pertains to whom this Section 6.6 applies shall be third party beneficiaries any matter of and may enforce this Section 6.6 and fact arising, existing or occurring at or before the Purchase Effective Time (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer including, without limitation, the Conversion and the Surviving Corporationother transactions contemplated hereby)., regardless of whether such Claim is asserted or claimed before, or after, the Purchase Effective Time, to the fullest extent NORCAL is permitted under Applicable Law and consistent with NORCAL’s or any NORCAL Subsidiary’s Organizational Documents as in effect on the date hereof. PRA shall pay expenses in advance of the final disposition of any such 71 43126503 v1

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify The Merger Agreement provides that all rights to indemnification existing in favor of those persons who are directors and hold harmless, and provide advancement officers of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses Starbase as of the date of this the Merger Agreement by (the Company pursuant to the Company's certificate of incorporation, bylaws “Indemnified Persons”) for their acts and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation completion of the transactions contemplated hereby)Merger, (b) include and cause to be maintained as provided in effect in the Surviving Corporation's (or any successor's) Starbase’s bylaws, certificate of incorporation and bylaws any written contract or agreement providing for indemnification to any Indemnified Person as in effect as of the date of the Merger Agreement, will survive the Merger and shall be observed by Starbase to the fullest extent available under Delaware law for a period of six years after from the Effective Timecompletion of the Merger. In addition, provided that the provisions set forth in the Company's Certificate officers of Incorporation and Bylaws on Starbase as of the date of this the Merger Agreement regarding elimination prepare and execute the application with respect thereto, the Merger Agreement requires Borland to maintain in effect, for the benefit of liability the Indemnified Persons with respect to their acts and omissions occurring prior to the completion of the Merger, a “tail” policy of directors, indemnification ’ and officers’ liability insurance covering the period of officers, directors and employees and advancement time from the completion of expenses, which provisions shall not be amended, repealed or otherwise modified during such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable Merger until up to the Effective Timesixth anniversary thereof, to the Company shall purchase a five-year (measured from extent that directors’ and officers’ liability insurance coverage is commercially available providing comparable coverage to the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' ’ and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' ’ liability insurance policy on terms no more favorable currently maintained by Starbase. However, Borland will not be required to pay an aggregate premium for such Indemnified Parties than tail policy in excess of $500,000, and, in the event the aggregate premium for such tail policy would exceed $500,000, Borland will be entitled to alter the terms of such current insurance coveragecoverage and/or period of such coverage under the tail policy to such terms of coverage and/or period of time that can be obtained for an aggregate premium equal to $500,000, with the terms of such changes in coverage or period of coverage to be determined in consultation with each of the Continuing Directors; provided, that further, that, if requested by the cost of Continuing Directors, such reporting tail coverage aggregate premium shall not exceed 400% be paid at or prior to the completion of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)Merger.

Directors’ and Officers’ Indemnification and Insurance. Following (a) Without limiting any additional rights that any Person may have under any agreement, document, law or Company Plan, from and after the Effective Time, Buyer the Surviving Corporation shall (a) indemnify and hold harmlessharmless each present (as of the Effective Time) and former officer, and provide advancement of expenses to, all past and present directors, officers and employees director or employee of the Company (in all of their capacities) (the "“Indemnified Parties") “), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs“), incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the same fact that the Indemnified Party is or was an officer, director, fiduciary or agent of the Company, whether asserted or claimed prior to, at or after the Effective Time, to the extent provided under applicable Law and the Company’s Organizational Documents as at the date hereof. In the event of any such individuals are Proceeding, each indemnified or have the right Person shall be entitled to advancement of expenses incurred in the defense of any Proceeding from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Company’s Organizational Documents as of at the date of this Agreement by hereof; provided, that such Person execute and deliver an undertaking that such Person shall return such amounts to the Company pursuant if it is determined that such Person was not entitled to the Company's certificate of incorporation, bylaws such funds. (b) Parent and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including and rights for acts or omissions occurring advancement of expenses) now existing in connection with the approval of this Agreement and the consummation favor of the transactions contemplated hereby), (b) include and cause to be maintained current or former directors or officers of the Company as provided in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in the Company's its Certificate of Incorporation or Bylaws (or comparable organizational documents) and Bylaws any indemnification or other agreements of the Company as in effect on the date of this Agreement regarding elimination shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Further, the certificate of liability incorporation and bylaws of directorsthe Surviving Corporation shall contain provisions no less favorable with respect to indemnification, indemnification advancement of officers, expenses and exculpation of former or present directors and employees officers than are presently set forth in the Company’s Certificate of Incorporation and advancement of expensesBylaws, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. After such individuals, except as amendments may be required by the Company Stockholder Approval has been obtained and as close as practicable CGCL during such period. (c) Prior to the Effective TimeClosing, the Company shall purchase a five-year (measured convert or purchase, from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered an insurer chosen by the Company's , a run-off policy of directors' ’ and officers' ’ liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the at a cost of such reporting tail coverage shall not exceed 400more than 200% of the current annualized costs of all annual premium for the Company's ’s most recent policy year (the “Run-Off Policy”“) covering the Company’s directors and officers which shall provide such directors and officers with coverage for six (6) years following the Closing Date of not less than the existing coverage under, and have other terms not materially less favorable to the insured persons than, the directors' ’ and officers' ’ liability insurance policies effective during coverage presently maintained by the period from January 31Company. From and after the Closing Date until the sixth anniversary thereof, 2002 the Parent and the Company shall not take any action to January 31cancel, 2003amend or shorten the term of the Run-Off Policy. (d) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. Buyer and The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. (e) In the event that the Surviving Corporation jointly or its successors or assigns (i) consolidates with or merges into any other Person and severally agree shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to the obligations set forth in this Section 6.6. (f) Parent shall pay all reasonable expenses, including reasonable attorneys' ’ fees, that may be incurred by the any Indemnified Parties Party in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify By virtue of the occurrence of the Merger, the Company shall from and hold harmless, and provide advancement after the Effective Time succeed to Seller’s obligations with respect to indemnification or exculpation now existing in favor of expenses to, all past and present the directors, officers officers, employees and employees agents of Seller and the Company (Seller Subsidiaries as provided in all the Seller Articles, Seller By-Laws, indemnification agreements of their capacities) (Seller or the "Indemnified Parties") to the same extent such individuals are indemnified Seller Subsidiaries or have the right to advancement of expenses otherwise in effect as of the date of this Agreement by the Company pursuant with respect to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with Time. Section 6.5 of the approval Seller Disclosure Schedule contains a complete list of all indemnification arrangements to which Seller is a party to on the date of this Agreement Agreement. Seller agrees not to amend or enter into new arrangements or agreements from and after the consummation of the transactions contemplated hereby), date hereof. (b) include From and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in Company agrees to use commercially reasonable efforts to maintain an insurance policy for directors’ and officers’ liabilities (the Company's Certificate “D&O Policy”) for all present and former directors and officers of Incorporation and Bylaws Seller covered by the Existing D&O Policy on the date of this Agreement regarding elimination with terms (including coverage limits) substantially similar in all respects to those currently in effect on the date of liability of directorsthis Agreement with respect to acts, indemnification of officersomissions and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy; provided, directors and employees and advancement of expenseshowever, which provisions that the Company’s obligation under this subsection (b) shall not be amended, repealed or otherwise modified during completely satisfied at such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After time as the Company Stockholder Approval has been obtained shall have satisfied either of the following conditions: (i) the Company shall have maintained the D&O Policy in accordance with this subsection (b) for a period of three years from and as close as practicable after the Effective Time or (ii) the Company shall have incurred costs to maintain insurance in accordance with this subsection equal to or exceeding 250% of the annual premium in effect on the date of this Agreement; provided, further however, if the Company fails to maintain the D&O Policy in accordance with this subsection (b) for three years from the Effective Time, the Company shall purchase will indemnify and hold all present and former directors and officers of Seller covered by the Existing D&O Policy harmless against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, attorney’s fees, disbursements and court costs) and actions with respect to acts, omissions, and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy to the same extent as coverage would have been provided to such persons had the D&O Policy in accordance with this subsection (b) been maintained by the Company for a five-year (measured period of three years from and after the Effective Time. (c) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms The provisions of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations 6.5 are intended to be for the benefit of, and shall be enforceable by, each person who is now, or has been at any time prior to the date of Buyer under this Section 6.6 shall not be terminated Agreement or modified in such a manner as who becomes prior to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, an officer or director of Seller or any Seller Subsidiary (iithe “Indemnified Parties”) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 his or her heirs and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)representatives.

Directors’ and Officers’ Indemnification and Insurance. Following (a) By virtue of the occurrence of the Merger, the Surviving Corporation shall from and after the Effective Time succeed to the Seller’s obligations with respect to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of the Seller and the Seller Subsidiaries as provided in the Seller Articles, the Seller By-Laws, indemnification agreements of the Seller or the Seller Subsidiaries with respect to matters occurring prior to the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees . Section 6.6 of the Company (in Seller Disclosure Schedule contains a complete list of all of their capacities) (indemnification arrangements to which the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of Seller is a party on the date of this Agreement by the Company pursuant Agreement. The Seller agrees not to the Company's certificate of incorporation, bylaws amend or enter into new indemnification arrangements or agreements from and indemnification agreements, if any, in existence on after the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), hereof. (b) include From and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions set forth in Company agrees to use commercially reasonable best efforts to maintain an insurance policy for directors’ and officers’ liabilities (the Company's Certificate “D&O Policy”) for all present and former directors and officers of Incorporation and Bylaws the Seller covered by the Existing D&O Policy on the date of this Agreement regarding elimination with terms (including coverage limits) substantially similar in all respects to those currently in effect on the date of liability of directorsthis Agreement with respect to acts, indemnification of officersomissions and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy; provided, directors and employees and advancement of expenseshowever, which provisions that the Company’s obligation under this subsection (b) shall not be amended, repealed or otherwise modified during completely satisfied at such six-year period in any manner that would adversely affect the rights thereunder of any Indemnified Party. After time as the Company Stockholder Approval has been obtained shall have satisfied either of the following conditions: (i) the Company shall have maintained the D&O Policy in accordance with this subsection (b) for a period of six (6) years from and as close as practicable after the Effective Time or (ii) the Company shall have incurred costs to maintain insurance in accordance with this subsection equal to or exceeding 250% of the annual premium in effect on the date of this Agreement and disclosed on Section 6.6 of the Seller Disclosure Schedule; provided, further however, if the Company fails to maintain the D&O Policy in accordance with this subsection (b) for six (6) years from the Effective Time, the Company shall purchase will indemnify and hold all present and former directors and officers of the Seller covered by the Existing D&O Policy harmless against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, attorney’s fees, disbursements and court costs) and actions with respect to acts, omissions, and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy to the same extent as coverage would have been provided to such persons had the D&O Policy in accordance with this subsection (b) been maintained by the Company for a five-year period of six (measured 6) years from and after the Effective Time. (c) extended reporting period endorsement In the event the Company or any of its successors or assigns (i) consolidates with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' or merges into any other Person and officers' liability insurance policy(ies) covering those persons who are currently covered by shall not be the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms continuing or surviving corporation or entity of such current insurance coverage; providedconsolidation or merger, or (ii) transfers or conveys all or substantially all of its properties or assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the cost of such reporting tail coverage shall not exceed 400% successors and assigns of the current annualized costs of all Company assume the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for set forth in this Section 6.6. . (d) The obligations provisions of Buyer under this Section 6.6 are intended to be for the benefit of, and shall not be terminated enforceable by, each Person who is now, or modified in such a manner as has been at any time prior to adversely affect any indemnitee the date of this Agreement or who becomes prior to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, an officer or director of Seller or any Seller Subsidiary (iithe “Indemnified Parties”) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 his or her heirs and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation)representatives.

Directors’ and Officers’ Indemnification and Insurance. Following The Merger Agreement provides for indemnification and insurance rights in favor of Loxo Oncology’s current and former directors, officers, employees and agents, who we refer to as “indemnitees.” Specifically, Lilly and Purchaser have agreed that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights to advancement of expenses) now existing in favor of indemnitees as provided in Loxo Oncology’s certificate of incorporation or bylaws or under any indemnification agreement in effect as of January 5, 2019 and made available to Lilly will survive the Offer Closing and the Merger, continue in full force and effect in accordance with their respective terms and will for a period of six years following January 5, 2019, not be amended, repealed or otherwise modified in a manner that would adversely affect any right thereunder of any indemnitee. At or prior to the Effective Time, Buyer shall (a) indemnify following good-faith consultation with Lilly and hold harmlessutilizing Xxxxx’x insurance broker, Loxo Oncology may obtain and provide advancement fully pay the premium for “tail” directors’ and officers’ liability insurance policies in respect of expenses to, all past and present directors, officers and employees of the Company (in all of their capacities) (the "Indemnified Parties") to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this the Merger Agreement and the consummation of the transactions contemplated herebyTransactions) for the period beginning upon the Offer Closing Time and ending six years from the Effective Time, covering each indemnitee and containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are in the aggregate, no less favorable to any indemnitee than those of Loxo Oncology’s directors’ and officers’ liability insurance policies in effect on the date of the Merger Agreement (the “Existing D&O Policies”). However, (b) include and the maximum aggregate annual premium for such “tail” insurance policies shall not exceed 250% of the aggregate annual premium payable by Loxo Oncology for coverage for its current fiscal year under the Existing D&O Policies. If such “tail” insurance policies have been obtained by Loxo Oncology, Xxxxx shall cause such “tail” insurance policies to be maintained in full force and effect, for their full term, and cause all obligations thereunder to be honored by it and the Table of Contents Surviving Corporation. In the event Loxo Oncology does not obtain such “tail” insurance policies, then, for the period beginning upon the Offer Closing Time and ending six years from the Effective Time, Xxxxx shall either purchase such “tail” insurance policies or Xxxxx shall maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions). However, neither Xxxxx nor the Surviving Corporation shall be required to pay an aggregate annual premium for such insurance policies in excess of 250% of the annual premium payable by Loxo Oncology for coverage for its current fiscal year under its existing D&O policies, and, if the annual premium of such insurance coverage exceeds such amount, Lilly or the Surviving Corporation shall be obligated to obtain the most advantageous policy available for an annual premium equal to such amount and the Surviving Corporation may substitute therefor policies of a reputable and financially sound insurance company containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are, individually and in the Surviving Corporation's aggregate, no less favorable to any indemnitee. Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in the Merger Agreement, each of Loxo Oncology, Lilly and Purchaser has agreed to, and to cause each of their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or non-actions, waivers and consents from, the making of all necessary registrations, declarations and filings with, and the taking of all reasonable steps as may be necessary to avoid a claim, suit, action, arbitration, investigation or proceeding (“Proceeding”) by, any governmental entity with respect to the Merger Agreement or the Transactions, (ii) the defending or contesting of any Proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Merger Agreement. In connection with and without limiting the foregoing, Loxo Oncology and Loxo Oncology Board shall (A) take all action necessary to ensure that no restrictions on business combinations of any takeover law or similar statute or regulation is or becomes applicable to any of the Transactions or the Merger Agreement and (B) if the restrictions on business combinations of any takeover law or similar statute or regulation becomes applicable to any transaction contemplated by the Merger Agreement or the Merger Agreement, use its reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and the Merger Agreement. Each of Lilly and Loxo Oncology shall not, and shall not permit their respective subsidiaries to, enter into or consummate any transaction, agreement, arrangement, or acquisition of any ownership interest or assets of any person, the effect of which would reasonably be expected to impair, materially delay or prevent any required approvals, or expiration of the waiting period, under the HSR Act, or require any approvals or filings under any foreign antitrust laws. Lilly and Loxo Oncology shall, or shall cause their ultimate parent entity as that term is defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) to, in consultation and cooperation with the other, file (i) with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required under the HSR Act for the Offer, the Merger or any of the other Transactions as promptly as practicable (but in no event later than nine business days after the date of the Merger Agreement) and (ii) all appropriate filings, notices, applications or similar documents required under any foreign antitrust law applicable to the Transactions as promptly as reasonably practicable. Lilly shall, with Loxo Oncology’s reasonable cooperation, file all appropriate filings, notices, applications or similar documents required under any foreign antitrust law applicable to the Transactions as promptly as reasonably practicable. Any such filings shall be in substantial compliance with the requirements of the HSR Act or the applicable foreign antitrust laws, as the case may be. Each of Lilly and Loxo Oncology shall (i) furnish to the other party such necessary information and reasonable assistance as the other party may Table of Contents request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any foreign antitrust law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding the Offer, the Merger or any of the other Transactions, and permit the other party (or its outside counsel if necessary to retain confidentiality) to review and discuss in advance, and consider in good faith the views of, and permit the participation of, the other party in connection with, any successor'ssuch filings, submissions, communications, inquiries or requests, (iii) certificate unless prohibited by applicable law or by the applicable governmental entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any governmental entity in respect of incorporation the Offer, the Merger or any of the other Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable law or by the applicable governmental entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (D) cooperate with one another in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending the Merger Agreement, the Offer, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any governmental entity and bylaws for (E) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives, on the one hand, and any governmental entity or members of any governmental entity’s staff, on the other hand, with respect to the Merger Agreement, the Offer, the Merger and the other Transactions and (iv) comply with any inquiry or request from the FTC, the DOJ or any other governmental entity as promptly as reasonably practicable. Any such additional information shall be in substantial compliance with the requirements of the HSR Act or the applicable foreign antitrust law, as the case may be. The parties agree not to extend, directly or indirectly, any waiting period under the HSR Act or any foreign antitrust law or enter into any agreement with a period governmental entity to delay or not to consummate the Offer, the Merger or the other Transactions, except with the prior written consent of six years the other party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such party and any governmental entity relating to the Transactions. Loxo Oncology, Xxxxx and Purchaser may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under Section 6.02 of the Merger Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Xxxxx and Purchaser agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act or any foreign antitrust law that may be required by any governmental entity, so as to enable the parties to close the Transactions as promptly as practicable (and in any event by or before than the Outside Date); provided, however, that nothing in Section 6.02 of the Merger Agreement and notwithstanding anything to the contrary in the Merger Agreement, neither Lilly nor Purchaser shall have any obligation to (or to cause any of their respective subsidiaries or affiliates or Loxo Oncology to): (i) sell, license, divest or dispose of or hold separate the assets, intellectual property or businesses of any entity; (ii) terminate, amend or assign any existing relationships or contractual rights or obligations of any entity; (iii) change or modify any course of conduct regarding future operations of any entity; (iv) otherwise take any action that would limit the freedom of action with respect to, or the ability to retain, one or more businesses, assets or rights of any entity or interests therein; or (v) commit to take any such action in the foregoing clause (i), (ii), (iii) or (iv); provided, however, that Lilly and Purchaser shall take the actions in the foregoing clause (i), (ii), (iii) or (iv) with respect to Loxo Oncology (including, after the Effective Time, the provisions set forth Surviving Corporation) if such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act or any foreign antitrust law by or before the Outside Date and (B) would not, individually or in the Company's Certificate aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Lilly and its affiliates as a result of Incorporation the Transactions. In addition, Loxo Oncology shall not offer or commit to take any of the actions referred to in Table of Contents clause (i), (ii), (iii) or (iv) of the immediately preceding sentence without Xxxxx’x prior written consent. For the avoidance of doubt, Lilly shall not require Loxo Oncology to, and Bylaws on the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses, which provisions Loxo Oncology shall not be amendedrequired to, repealed take any action with respect to any judgment or otherwise modified during such six-year period in any manner applicable law that would adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable binds Loxo Oncology prior to the Effective Time, the Company shall purchase a five-year (measured from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing directors' and officers' liability insurance policy(ies) covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during the period from January 31, 2002 to January 31, 2003. Buyer and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation).

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Buyer shall (a) indemnify and hold harmless, and provide advancement The Certificate of expenses to, all past and present directors, officers and employees Incorporation of the Company Surviving Corporation shall (in all of their capacitiesi) (the "Indemnified Parties") contain provisions no less favorable with respect to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company for acts or omissions matters occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six years after the Effective Time, the provisions than are set forth in the Company's Third Amended and Restated Certificate of Incorporation and Bylaws on Third Amended and Restated By-Laws of the Company, as of the date of this Agreement regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenseshereof, which provisions shall not be amended, repealed or otherwise modified during such six-year for a period of six years from the Effective Time in any manner that would affect adversely affect the rights thereunder of any Indemnified Party. After the Company Stockholder Approval has been obtained and as close as practicable individuals who, at or prior to the Effective Time, were directors, officers, employees or agents of the Company Company, unless such modification shall purchase a five-year be required by Law, and (measured ii) contain provisions no less favorable with respect to indemnification for matters occurring from and after the Effective Time than are set forth in Parent's Certificate of Incorporation, as of the date hereof. (b) The Surviving Corporation shall maintain in effect for six years from the Effective Time) extended reporting period endorsement with commercially reasonable terms ("REPORTING TAIL COVERAGE") under its existing Time directors' and officers' liability insurance policy(ies) covering those persons who are currently covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy on terms no more favorable to such Indemnified Parties than the terms of such current insurance coverage; provided, that the cost of such reporting tail coverage shall not exceed 400% of the current annualized costs of all the Company's directors' and officers' liability insurance policies effective during maintained by the period from January 31, 2002 to January 31, 2003. Buyer and Company (provided that the Surviving Corporation jointly or Parent may substitute therefor policies of at least the same dollar limit coverage containing terms and severally agree conditions that are not, in the aggregate, less favorable) with respect to pay all expensesmatters occurring prior to the Effective Time; provided, including attorneys' feeshowever, that may in no event shall the Surviving Corporation or Parent be incurred by required to expend pursuant to this Section 8.06(b) more than the Indemnified Parties in enforcing annual amount set forth on Section 8.06(b) of the indemnity Company Disclosure Schedule; provided further, however, that, if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, the most advantageous policies of directors' and officers' insurance obtainable for an annual premium equal to that maximum amount. (c) In addition to the other obligations rights provided for in this Section 6.6. The 8.06 and not in limitation thereof (but without in any way limiting or modifying the obligations of Buyer any insurance carrier contemplated by Section 8.06(b)), for six years from and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted by the DGCL (including Section 145(f) thereof) on the date hereof, indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of their respective subsidiaries) the persons who, at or prior to the Effective Time, were officers or directors of the Company or served on behalf of the Company as an officer or director of any of the Company's current or former Subsidiaries (the "Indemnitees") against all expenses (including attorneys' fees), losses, claims, damages, judgments, fines and amounts paid in settlement that are actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, that related to an event, act or omission which occurred prior to the Effective Time by reason of the fact that such person was at or prior to the Effective Time a director or officer of the Company or any of its current or former Subsidiaries (collectively, an "Indemnifiable Claim"); provided, however, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the prior written consent of Parent or the Surviving Corporation. In the event any Indemnifiable Claim is asserted or made within such six-year period, all rights to indemnification shall continue until such claim is disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. (d) In addition to the other rights provided for in this Section 8.06, and not in limitation thereof, the Surviving Corporation, Parent and the Company agree that all contracts, agreements, arrangements or understandings between the Company and any Indemnitees, as in effect on the date hereof (including without limitation that certain Financial Advisory Agreement, dated November 23, 1999, between the Company and Kelso & Company, L.P., to the extent in effect as of the xxxx of this Agreement, and including those contracts, agreements, arrangements or understandings set forth in Section 5.17 or Section 5.20 of the Company Disclosure Schedule), copies of which have been provided to Parent prior to the date hereof, shall survive the Merger and continue in full force and effect in accordance with their terms. (e) In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, or at Parent's option, Parent, shall assume the obligations set forth in this Section 8.06. (f) The obligation of the Surviving Corporation under this Section 6.6 8.06 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnitee to whom this Section 6.6 8.06 applies without the consent of such affected indemnitee Indemnitee (it being expressly agreed that (i) this Section 6.6 shall survive the consummation of the Merger and the Effective Time, (ii) the indemnitees Indemnitees to whom this Section 6.6 8.06 applies shall be third party beneficiaries of and may enforce this Section 6.6 and (iii) this Section 6.6 shall be binding in all successors and assigns of Buyer and the Surviving Corporation8.06).