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

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Acceptance Time, Parent shall cause the Company and if after the Effective Time the Surviving Corporation shall contain to the greatest extent permitted by Law (a) to 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 (without requiring a preliminary determination as to the ultimate entitlement to indemnification) to, all past and present directors and officers of the Company (in all of their capacities) (the “Indemnified Persons”) to the same extent such 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 Constituent Documents and indemnification agreements, if any, in existence on the date hereof with any Indemnified Persons and (b) to honor the provisions no less favorable with respect to regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses for matters occurring contained in the Company’s Constituent Documents and indemnification agreements immediately prior to the Acceptance Time. (b) From and after the Acceptance Time, Parent shall cause the Company and if after the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified Surviving Corporation to maintain for a period of six (6) years from after the Effective Time in any manner that would affect adversely the rights thereunder current policies of individuals who, at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ fiduciary liability insurance policies (“D & O Insurance”) maintained by the Company; provided that the Company in effect as of the date hereof; provided, however, that in no event shall and the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance may substitute therefor policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”the same coverage and amounts containing terms and conditions which are, which policies provide individually and in the Indemnified Parties with coverageaggregate, from the Effective Time at least as protective and no less advantageous to the sixth anniversary of the Effective Time, insured with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, Time (including for acts or omissions occurring in respect connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); provided, further, that in no event shall the Company or the Surviving Corporation be required to expend in any one (1) year more than three hundred percent (300%) of the current annual premium expended by this Agreementthe Company and the Company Subsidiaries to maintain or procure such D & O Insurance immediately prior to the Acceptance Time (such three hundred percent (300%) amount, on the “Maximum Annual Premium”); provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Company and the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Alternatively, prior to the Acceptance Time, either Parent or, if Parent does not do so prior to three (3) Business Days prior to the Acceptance Time, the Company may purchase a six-year prepaid “tail” policy containing terms with respect to coverageand conditions which are, amount individually and advancement of expenses in the aggregate, at least as protective and no less favorable advantageous to the insured than the directors’ and officers’ liability insurance policies D & O Insurance maintained by the Company with respect to claims arising from facts or events that occurred on or before the Acceptance Time (including for acts or omissions occurring in effect as connection with the approval of this Agreement and the consummation of the date hereoftransactions contemplated hereby); provided, however, that in no event shall any policy require payment of aggregate premiums for such insurance in excess of the aggregate Maximum Annual Premium for such six-year period. If such prepaid policies have “tail” policy has been obtained prior to by the Effective TimeCompany, Parent shall, and shall cause the Surviving Corporation to, maintain such policies policy to be maintained in full force and effect, for its full term, and continue cause all obligations thereunder to honor be honored by it and the obligations thereunderSurviving Corporation. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 6.8 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party indemnitee to whom this Section 6.8 applies without the consent of such Indemnified Party and shall survive the consummation of the Merger, affected indemnitee (it being expressly agreed that the Indemnified Parties indemnitees to whom this Section 6.7 6.8 applies shall be third third-party beneficiaries of this Section 6.76.8). (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Buyer and Acquisition Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries (other than CPEX) as provided in their respective articles of association, certificates of incorporation or bylaws (or comparable organization documents) or agreements shall survive the Merger and shall continue in full force and effect. The Surviving Corporation shall (and Buyer shall cause the Surviving Corporation to) indemnify, defend and hold harmless, and advance expenses to Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent required by: (i) the Company Certificate or Company By-Laws and the organizational documents of its Subsidiaries the Company’s subsidiaries (other than CPEX), each as in effect on the date of this Agreement; and each person who serves or served as a director, officer, member, trustee or fiduciary of (ii) any trust, pension or other employee benefit plan or enterprise or partnership or joint venture indemnification agreements of the Company or its subsidiaries (other than CPEX) as in effect on the date of this Agreement, copies of which have been made available to Buyer. For the avoidance of doubt, nothing in this Section 6.7(a) shall affect the rights of any employee of its Subsidiaries CPEX existing pursuant to (each, together with such Personi) the Company Certificate or Company By-Laws and the organizational documents of the Company’s heirs, executives, administrators and Representatives, the “Indemnified Parties”subsidiaries (other than CPEX), unless such modification shall be required by Laweach as in effect on the date of this Agreement; and (ii) any indemnification agreements of the Company or its subsidiaries (other than CPEX) as in effect on the date of this Agreement. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from Without limiting the provisions of Section 6.7(a), during the period beginning as of the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, ending on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, Buyer will: (i) indemnify and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer or employee of the Company or any of its subsidiaries or affiliates; or (B) the Merger, the Merger Agreement and any transactions contemplated hereby; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) and will not be obligated to pay the fees and expenses of more than one counsel for all Indemnitees in any jurisdiction with respect to claims any single such claim, action, suit, proceeding or investigation; provided that in the event any Indemnitee’s interests conflict with those of another Indemnitee with respect to any single such claim, action, suit, proceeding or investigation, the Surviving Corporation will be obligated to pay fees and expenses of one separate counsel for each such Indemnitee. Notwithstanding anything to the contrary contained in this Section 6.7(b) or elsewhere in this Agreement, the Surviving Corporation shall not (and Buyer shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Section 6.7(b) unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising from facts out of such claim, action, suit, proceeding or events that occurred on or before investigation. (c) For six (6) years after the Effective Time, including(i) Buyer shall maintain, without limitationor shall cause the Surviving Corporation to maintain, in effect the Company’s current directors’ and officers’ liability insurance, as disclosed or made available to Buyer prior to the date hereof (or such other insurance that is no less favorable to the Indemnitees than the Company’s current directors’ and officers’ liability insurance), in respect of acts or omissions occurring at or prior to the transactions contemplated Effective Time, covering each Indemnitee currently covered by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the Company’s directors’ and officers’ liability insurance policies maintained by the Company policy, on terms with respect to such coverage and amounts no less favorable than those of such policy in effect as of on the date hereof. If ; or (ii) Buyer or the Surviving Corporation may substitute therefor a single premium tail policy with respect to such prepaid policies have been obtained directors’ and officers’ liability insurance, as disclosed to Buyer prior to the date hereof, from an insurance carrier with the same or better AM Best rating as the Company’s current insurance carrier for such insurance policy, with a claims period of six (6) years from the Effective Time, Parent shalland policy limits, terms and shall cause conditions (including deductibles and exclusions) at least as favorable to the directors and officers covered under such insurance policy as the limits, terms and conditions in the existing policies of the Company; provided, that in connection with this Section 6.7(c), neither the Surviving Corporation tonor Buyer shall be obligated to pay annual premiums (in connection with any directors’ and officers’ liability insurance policy described in clause (c)(i) above) in excess of the annual premiums set forth in Section 6.7(c)(i) of the Company Disclosure Schedule, maintain or pay a one-time premium (in connection with a single premium tail policy described in clause (c)(ii) above) in excess of the amount set forth in Section 6.7(c)(ii) of the Company Disclosure Schedule. It is understood and agreed that in the event such policies in full force and effectcoverage cannot be obtained for such amount or less, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, then the Surviving Corporation shall to obtain the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any maximum amount of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that coverage as may be obtained for such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation shall be liable Notwithstanding anything contained in Section 9.1 or Section 9.6 hereof to pay all reasonable expensesthe contrary, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Buyer, the Surviving Corporation and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from From and after the Effective Time, the Company will, and will cause the Surviving Corporation shall Company to, fulfill and honor in all respects Seller’s obligations with respect to indemnification or exculpation provisions now existing in favor of any person who is now, or has been at any time prior to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability date hereof, or who becomes prior to the Surviving Corporation or any of its Subsidiaries)Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, memberemployee or agent (an “Indemnified Party”) of Seller or any Seller Subsidiary as provided in the Seller Organizational Documents, trustee the Subsidiary Organizational Documents, indemnification agreements of Seller or fiduciary the Seller Subsidiaries with an Indemnified Party or otherwise in effect as of the Company or date of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions this Agreement with respect to claims related to matters occurring on or prior to the Effective Time (including, without limitation, in respect Time. Section 6.6(a) of acts or omissions in connection with the Seller Disclosure Letter contains a complete list of all indemnification agreements to which Seller is a party to on the date of this Agreement (the “Indemnification Agreements”). Seller agrees not to amend or enter into new Indemnification Agreements from and after the transactions contemplated herebydate hereof, except to the extent such Indemnification Agreements between Seller and certain of Seller’s officers who will become officers of the Surviving Company as a result of the Mergers will be amended by Seller to apply only to claims related to matters occurring prior to the Effective Time. (b) Seller may purchase, before the Effective Time, a “tail” policy under Seller’s directors’ and officers’ insurance policy in effect immediately before the Effective Time which (collectivelyi) has an effective term of six (6) years from the Effective Time, (ii) covers those persons who are covered by Seller’s directors’ and officers’ insurance policy in effect immediately prior to the Effective Time, (iii) contains terms and conditions (including coverage amounts) which are no less advantageous than those contained in the terms and conditions of Seller directors’ and officers’ insurance policies in effect immediately prior to the Effective Time, and (iv) has an aggregate premium of no more than $225,000 (the “Indemnifiable ClaimInsurance Cap Amount”); provided, however, notwithstanding the foregoing, if such coverage is only available for more than the Insurance Cap Amount, the Seller shall be able to purchase a policy that provides as much comparable coverage that may be obtained for the Insurance Cap Amount. The Company will, and will cause the Surviving Corporation shall not be responsible Company to, assume such policy, and the Company agrees to use its best efforts to maintain in effect such “tail” policy for any amounts paid in settlement the duration of any Indemnifiable Claim its term without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld amendment or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimcancellation. (dc) The Surviving Corporation provisions of this Section 6.6 are intended to be for the benefit of, and shall be liable to pay all reasonable expensesenforceable by, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies and their heirs and personal representatives and shall be third party beneficiaries of this Section 6.7. (e) binding on the Company and the Surviving Company and its successors and assigns. In the event that the Company or the Surviving Corporation Company or any of its successors successor or assigns assign (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then then, and in either such each case, proper provision shall be made so that the successors successor and assigns assign of Company or the Surviving Corporation or any of its successors or assignsCompany, as the case may be, shall assume honor the obligations set forth with respect to the Company or the Surviving Company, as the case may be, in this Section 6.76.6. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation 7.9.1. SR Bancorp shall contain provisions no less favorable with respect maintain, or shall cause Somerset Bank to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereofmaintain, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from following the Effective Time Time, the current directors’ and officers’ liability insurance policies (or an extended reporting period endorsement of the same) maintained by Regal Bancorp and the Regal Bancorp Subsidiaries (provided, that SR Bancorp may substitute therefor policies of at least the same coverage containing terms and conditions which are not less favorable) with respect to claims arising from matters or acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereofTime; provided, however, that in no event shall the Surviving Corporation SR Bancorp be required to expend in the aggregate pursuant to this Section 6.7(b) for any annual premium more 7.9.1 an amount greater than 250% of the current annual premium paid currently expended by Regal Bancorp (the Company “Insurance Amount”) with respect to such insurance, provided, that if such expenditure would exceed the Insurance Amount, SR Bancorp shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount. In connection with the foregoing, Regal Bancorp agrees in order for SR Bancorp to fulfill its directors’ agreement to provide directors and officers’ officers liability insurance policies in effect for six years to provide such insurer or substitute insurer with such representations as of such insurer may request. 7.9.2. In addition to Section 7.9.1, SR Bancorp and Somerset Bank shall indemnify and hold harmless each person who is now, or who has been at any time before the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain hereof or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or who becomes before the Effective Time, includingan officer, without limitation, in respect director or employee of Regal Bancorp or a Regal Bancorp Subsidiary (the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c“Indemnified Parties”) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (collectivelywhich settlement shall require the prior written consent of SR Bancorp, “Losses”which consent shall not be unreasonably withheld, conditioned or delayed) of or in respect of connection with any threatened, pending or completed claim, action suit action, suit, proceeding or proceedinginvestigation, whether civil, criminal, civilor administrative (each a “Claim”), administrative or investigative, based onin 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 or relating to the fact that such Person person is or was a director, officerofficer or employee of Regal Bancorp or a Regal Bancorp Subsidiary if such Claim pertains to any matter of fact arising, member, trustee existing or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to 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 (the “Indemnified Liabilities”), to the fullest extent as would have been permitted by Regal Bancorp and any Regal Bancorp Subsidiary under applicable state or federal law, and Regal Bancorp’s and Regal Bank’s Certificate of Incorporation and Bylaws. SR Bancorp shall pay expenses in respect advance of acts the final disposition of any such action or omissions proceeding to each Indemnified Party to the fullest extent as would have been required under Regal Bancorp or Regal Bank’s Certificate of Incorporation and Bylaws, upon receipt of an undertaking to repay such advance payments if such Indemnified Party shall be adjudicated to be not entitled to indemnification. Any Indemnified Party wishing to claim indemnification under this Section 7.9.2 upon learning of any Claim, shall promptly notify SR Bancorp (but the failure so to notify SR Bancorp shall not relieve it from any liability that it may have under this Section 7.9.2, except to the extent such failure materially prejudices SR Bancorp) and shall deliver to SR Bancorp the undertaking referred to in the previous sentence. In the event of any such Claim (whether arising before or after the Effective Time) (1) SR Bancorp shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, which may be SR Bancorp’s counsel (in which event the Indemnified Parties will cooperate in the defense of any such matter) and upon such assumption SR 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 this Agreement the defense thereof, except that if SR 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 that raise conflicts of interest between SR Bancorp and the transactions contemplated herebyIndemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and SR Bancorp 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, SR Bancorp 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 statements are received unless there is a conflict of interest that necessitates more than one law firm, and (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation 3) SR Bancorp shall not be responsible liable for any amounts paid in settlement of any Indemnifiable Claim effected without the its prior written consent of the Surviving Corporation, (which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from the Surviving Corporation). 7.9.3. 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation either SR Bancorp or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation bank or entity in of such consolidation or merger or (ii) liquidates, dissolves, or transfers all or substantially all of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, SR Bancorp shall assume the obligations set forth in this Section 6.77.9. (f7.9.4. The obligations of SR Bancorp provided under this Section 7.9 are intended to be enforceable against SR Bancorp directly by the Indemnified Parties and shall be binding on all respective successors and permitted assigns of SR Bancorp. SR Bancorp shall pay all reasonable costs and expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 7.9 to the fullest extent permitted by applicable law. 7.9.5. Any indemnification payments made pursuant to this Section 7.9 are subject to and conditioned upon their compliance with Section 18(k) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 Federal Deposit Insurance Act (as amended on July 29, 2004, the “Company Stock Purchase Agreement”12 U.S.C. § 1828(k), among the Company, Loews ) and the other Persons identified therein, for so long as such provisions remain in effect in accordance with regulations promulgated thereunder by the terms of the Company Stock Purchase AgreementFederal Deposit Insurance Corporation (12 C.F.R. Part 359).

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate Parent and Purchaser agree that any rights to indemnification or exculpation now existing in favor of, and all limitations on the personal liability of Incorporation each present and former director, officer, employee, fiduciary or agent of Seller and its Subsidiaries (the “Indemnified Parties” and, each, an “Indemnified Party”) provided for in the respective organizational documents and any indemnification agreement between Seller or any Subsidiary of Seller and any present or former director, officer, employee, fiduciary or agent of Seller of any of its Subsidiaries, in effect as of the Surviving Corporation date hereof shall contain provisions no less favorable continue in full force and effect (and with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth Seller, shall be reflected in the Company Certificate applicable organizational documents of Incorporation as in effect on the date hereofsuch entity), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from after the Effective Time Acceptance Date. During such period, Parent shall not, nor shall it permit the Surviving Corporation to, amend, repeal or otherwise modify such provisions or agreements for indemnification in any manner that would materially and adversely affect adversely the rights thereunder of individuals whoany individual who at any time on or prior to the Acceptance Date was a director, officer, employee, fiduciary or agent of Seller or its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective TimeAcceptance Date (including, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representativeswithout limitation, the “Indemnified Parties”transactions contemplated by this Agreement), unless such modification shall be is required by Law; provided, however, that in the event any claim or claims are asserted or made either prior to the Acceptance Date or within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) The Prior to the Acceptance Date, Seller shall, to the fullest extent permitted under applicable Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Acceptance Date until the sixth (6th) anniversary of the Acceptance Date, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present and former director or officer of Seller and each Subsidiary of Seller (collectively, the “Covered Parties”) against all costs and expenses (including reasonable 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 Acceptance Date), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring before the Acceptance Date (including the transactions contemplated by this Agreement). Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) Seller or Parent and the Surviving Corporation, as the case may be, shall be entitled to control the defense of such claim, action, suit, proceeding or investigation, (ii) if Seller, Parent or the Surviving Corporation (or counsel selected by the applicable insurer of Seller or the Surviving Corporation) does not elect to control the defense of such claim, action, suit, proceeding or investigation, the Covered Party shall be entitled to select counsel for the Covered Party, which counsel shall be reasonably satisfactory to Seller or to Parent and the Surviving Corporation, as the case may be, and Seller or Parent and the Surviving Corporation shall maintain pay the fees and expenses of such counsel promptly after statements therefor are received (unless the Surviving Corporation shall elect to defend such action), (iii) the Covered Party shall cooperate in the defense of any such matter, and (iv) none of Seller, Parent or cause the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). (c) At or prior to be maintained in effect for six years from the Effective Time Acceptance Date, Seller shall purchase directors’ and officers’ liability insurance (which by its terms shall survive the Offer and the Merger) for its directors and officers, which shall provide such directors and officers with respect coverage for six (6) years following the Acceptance Date on terms acceptable to acts or omissions occurring prior to Seller, so long as the Effective Time covering each aggregate cost of such insurance is less than 300% of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the annual premium paid by Seller currently for its existing directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amountinsurance. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies policy in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 7.5 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party indemnitee to whom this Section 7.5 applies without the consent of such Indemnified Party and shall survive the consummation of the Merger, affected indemnitee (it being expressly agreed that the Indemnified Parties indemnitees to whom this Section 6.7 7.5 applies shall be third party beneficiaries of this Section 6.77.5 and shall be entitled to enforce the covenants contained herein). (e) In the event that Parent or the Surviving Corporation or any of its 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 in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personassets, then then, and in either each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation or any of its successors or assignsCorporation, as the case may be, shall assume the obligations set forth in this Section 6.77.5. . (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to For a period beginning at the Effective Time and ending no earlier than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six seven years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were the Surviving Company and Parent shall indemnify and hold harmless all past and present directors and officers of the Company and its Subsidiaries (collectively, the “Covered Persons”) to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to Applicable Law, the Charter Documents of the Company or its Subsidiaries, and the indemnification agreements, if any, in existence on the date of this Agreement and set forth in Section 3.10(a)(xiv) of the Company Disclosure Letter, and, solely in the case of the Surviving Company (and not Parent), any other indemnification agreements, if any, in existence on the date of this Agreement (collectively, and including the indemnification agreements set forth in Section 3.10(a)(xiv) of the Company Disclosure Letter, the “Existing Indemnification Agreements”) arising out of acts or omissions in their capacity as directors or officers of the Company or any of its Subsidiaries occurring at or prior to the Effective Time (including in connection with the adoption and each person who serves or served as a director, officer, member, trustee or fiduciary approval of this Agreement and the consummation of the transactions contemplated hereby). The Surviving Company and Parent shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture Legal Proceeding with respect to the matters subject to indemnification pursuant to this Section 6.16 in accordance with the procedures (if any) set forth in the Charter Documents of the Company or any of its Subsidiaries Subsidiaries, any Existing Indemnification Agreements and any other requirements under Applicable Law; provided, that Parent shall only be required to advance any such expenses to the extent that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined in a final, non-appealable judgment by a court of competent jurisdiction that such Person is not entitled to indemnification (each, together with such Person’s heirs, executives, administrators and Representativesfor the avoidance of doubt, the “Indemnified Parties”foregoing proviso shall not apply with respect to the Surviving Company’s obligation to advance expenses pursuant to this Section 6.16(a)). Notwithstanding anything herein to the contrary, if any Legal Proceeding (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder on or prior to the seventh anniversary of the Effective Time, the provisions of this Section 6.16(a) shall continue in effect until the final disposition or final resolution of such Legal Proceeding. Notwithstanding anything contained in this Section 6.16(a) or otherwise, Parent and the Surviving Company (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless and (ii) shall not have any obligation hereunder to any Covered Person if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such modification indemnification is prohibited by Applicable Law, in which case the Covered Person shall be required by Lawpromptly refund to Parent or the Surviving Company the amount of all such expenses theretofore advanced pursuant hereto. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six For a period of seven (7) years from the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect in its Charter Documents provisions relating to exculpation, indemnification and advancement of expenses in favor of Covered Persons that are no less favorable than the provisions of the Charter Documents of the Company and any Subsidiary in effect immediately prior to the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time. (c) Prior to the Effective Time, the Company shall, or, if the Company is unable to, Parent shall cause the Surviving Company as of or after the Effective Time covering each of the Indemnified Partiesto, on terms purchase a seven (7)-year prepaid “tail” policy that provides coverage with respect to coveragematters arising on or before the Effective Time (including in connection with this Agreement and the transactions or actions contemplated by this Agreement) (the “D&O Insurance”), amount with terms, conditions, retentions and advancement limits of expenses liability that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies of directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereofand fiduciary liability insurance; provided, however, that in no event shall the Surviving Corporation Company shall not be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for pay an annual premium equal to that maximum amount. The provisions for the D&O Insurance in excess of the immediately preceding sentence shall be deemed to have been satisfied if amount set forth in Section 6.16(c) of the Company Disclosure Letter. If prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. providing the level of at least “A”insurance coverage as described in the preceding sentence, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Surviving Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and Parent shall cause the Surviving Corporation to, Company to maintain such policies policy in full force and effect, and continue cause all obligations thereunder to honor the obligations thereunder. (c) In addition be honored, in each case, to the other rights provided for in extent required by this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable ClaimAgreement. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that Parent or the Surviving Corporation or any of its successors or assigns Company (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity in of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, proper provision shall be made so that the successors and assigns such continuing or surviving company or entity or transferee of the Surviving Corporation or any of its successors or assignssuch assets, as the case may be, shall assume the obligations set forth in this Section 6.76.16. (fe) Without limiting The obligations under this Section 6.16 shall not be terminated or modified in any manner that is adverse to the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 Covered Persons (as amended on July 29, 2004, the “Company Stock Purchase Agreement”and their respective successors and assigns), among it being expressly agreed that the CompanyCovered Persons (including successors and assigns) shall be Third Party beneficiaries of, Loews and the other Persons identified thereinmay enforce, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreementthis Section 6.16.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent agrees that all rights to indemnification and indemnification, advancement of expenses for matters occurring prior to or exculpation (including all limitations on personal liability) existing as of the Effective Time than are set forth date of this Agreement in favor of each present and former director, officer or employee of the Company Certificate or any of Incorporation as its Subsidiaries provided for in effect on the date hereof, which provisions shall not be amended, repealed their respective Organizational Documents or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely agreement to which the rights thereunder Company or any of individuals who, 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 Transactions and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organizational Documents of the Company and its Subsidiaries or in any agreement to which the Company 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 Effective Time were directors directors, officers or officers employees of the Company 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 (6) year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Section 6.8(a) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor and guaranty, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.8 without limit as to time. (b) At and after the Effective Time, each of Parent and 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 or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trustanother company, pension joint venture, trust or other employee enterprise if such service was at the request or for the benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirshis or her respective heirs and representatives, executivesa “Indemnified Party” and, administrators and Representativescollectively, 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 Indemnified Party to the fullest extent permitted by Law), unless 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 modification shall be required person’s capacity as a director, officer or employee of the Company 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 the Company 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 Lawthis Agreement). (bc) The Surviving Corporation For a period of six (6) years from the Effective Time, Parent shall maintain or cause to be maintained in effect for six years from (i) the Effective Time coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Acceptance Time maintained by the Company and its Subsidiaries with respect to acts matters arising on or omissions occurring before the Effective Time (provided that Parent 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 favorable to the insured) or (ii) a “tail” policy (which the Company may purchase at its option prior to the Effective Time covering each of so long as the Indemnified Partiescost therefor is less than $1.4 million (or such higher amount as may be approved by Parent), on terms with respect and, in such case, Parent shall cause such policy to coveragebe in full force and effect, amount and advancement of expenses no less favorable than shall cause all obligations thereunder to be honored by the Surviving Corporation) under the Company’s existing directors’ and officers’ liability insurance policies maintained policy that covers those persons who are currently covered by the Company Company’s directors’ and officers’ insurance policy 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 the Company’s existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no less favorable to the insured than those of the Company’s directors’ and officers’ insurance policy in effect as of the date hereof; provided, however, that in no event that, after the Effective Time, Parent shall the Surviving Corporation not be required to expend pursuant to this Section 6.7(bpay annual premiums in excess of three hundred percent (300%) for any annual premium more than 250% of the current last annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide date hereof (as set forth in the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, Company Disclosure Letter) in respect of the transactions contemplated by this Agreementcoverages required to be obtained pursuant hereto, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company but in effect such case shall purchase as of the date hereof. If much coverage as reasonably practicable for such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunderamount. (cd) In addition to the other The rights provided for in of each Indemnified Party under this Section 6.7 6.8 shall be in addition to, and not in limitation thereof (but without in of, any way limiting or modifying other rights such Indemnified Party may have under the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture Organizational Documents of the Company or any of its current Subsidiaries, as applicable, any agreement, any insurance policy, the NJBCA (or former Subsidiaries any other applicable Law) or arising out otherwise. The provisions of acts or omissions occurring on or prior to this Section 6.8 shall survive the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement Transactions and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for terminated or modified in such a manner as to adversely affect any amounts paid in settlement of any Indemnifiable Claim Indemnified Party without the written consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses such affected Indemnified Person (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided being expressly agreed that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not Parties shall be third party beneficiaries of this Section 6.8 and shall be entitled to indemnification from enforce the Surviving Corporationcovenants contained in this Section 6.8). In the event any Indemnifiable Claim is asserted or made within such six-year period, all rights to indemnification Parent shall continue until such claim is finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.76.8. (e) In the event that Parent, the Surviving Corporation or any of its 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 in of such consolidation or merger merger, or (ii) transfers all or substantially all conveys more than fifty percent (50%) of its properties and assets to any Person, then then, and in either each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall Parent assume the obligations set forth in this Section 6.76.8. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of In the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to event the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereofExchange is consummated, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to until the sixth anniversary of the Effective TimeClosing Date, the Company and the Company Shareholders will, and will cause Purchaser to comply with, fulfill and honor, in any and all respects, all of the obligations of Purchaser or Purchaser Subsidiary to their respective present and former directors and officers (the “Covered Persons”) pursuant to the Purchaser Organization Documents and the Purchaser Subsidiary Organization Documents, in each case, in effect on the Closing Date (the “Indemnification Provisions”), with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring at or prior to the Closing Date which are asserted after the Closing Date, including with respect to this Agreement, the Exchange and the other transactions contemplated herein. Any claims for indemnification made on or prior to the Effective Time (includingsixth anniversary of the Closing Date shall survive such anniversary until the final resolution thereof. Neither Purchaser nor any Purchaser Subsidiary shall amend, without limitationmodify or terminate any of the Indemnification Provisions, in respect each case, until the later of acts the sixth anniversary of the Closing Date or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement final resolution of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimclaims for indemnification. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (eb) In the event that the Surviving Corporation Exchange is consummated, if Purchaser or any of its successors or assigns Purchaser Subsidiary shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity in Person of such consolidation or merger or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then and then, in either each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation Purchaser or any of its successors or assignsPurchaser Subsidiary, as the case may beapplicable, shall assume the all of their respective obligations as set forth in this Section 6.75.5. (fc) Without limiting Prior to the foregoingClosing Date, Purchaser and/or any Purchaser Subsidiary may purchase tail insurance coverage for Purchaser and/or Purchaser Subsidiary Covered Persons which shall provide such directors and officers with coverage (the Surviving Corporation “Insurance Coverage”). The Company shall comply maintain (or cause Purchaser and/or any Purchaser Subsidiary to maintain) such Insurance Coverage in all material respects with full force and effect, and continue to honor the provisions obligations thereunder during the term thereof. (d) In the event the execution of Article 10 this Agreement or the undertaking of any act or omission by Purchaser required by this Agreement prior to the Closing Date causes any insurance policy, in place for the benefit of any Purchaser or Purchaser Subsidiary Covered Persons immediately prior to the date of this Agreement, to terminate or causes any reduction in the benefits of such policy, Purchaser or any Purchaser Subsidiary may purchase insurance policies for the benefit of such Covered Persons; provided, however, that such new policies shall not exceed the coverage that was provided under such terminated insurance policy or such policy where benefits were reduced. (e) This Section 5.5 shall survive the consummation of the Stock Purchase AgreementExchange, dated June 18, 2004 (as amended is intended to benefit each of the Covered Persons and shall be binding on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews all successors and assigns of Purchaser and the other Persons identified thereinPurchaser Subsidiaries, for so long as such provisions remain in effect in accordance with and shall be enforceable by the terms of the Company Stock Purchase AgreementCovered Persons.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of Incorporation the Company and its Subsidiaries under their respective certificates of incorporation and bylaws (and other similar organizational documents) and all indemnification agreements in effect as of the date of this Agreement between the Company or any of its Subsidiaries and any of their respective current or former directors and officers (the “Indemnified Parties”). In furtherance and not in limitation of the foregoing, for a period of 6 years after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable favorable, with respect to exculpation, indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in of current or former directors and officers of the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, periods at or prior to the Effective Time, were directors or officers than are currently set forth in the Company’s certificate of the Company or any of its Subsidiaries incorporation and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Lawbylaws. (b) The For a period of 6 years after the Effective Time, Parent and the Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time Company’s current directors’ and officers’ liability insurance with (“D&O Insurance”) in respect to of acts or omissions occurring at or prior to the Effective Time Time, covering each person covered by the D&O Insurance as of the Indemnified PartiesEffective Time, on terms with respect to coverage, amount the coverage and advancement of expenses amounts no less favorable favorable, in the aggregate, than those of the directors’ and officers’ liability insurance policies maintained by the Company D&O Insurance in effect as of on the date hereofof this Agreement; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% may, at its option, substitute therefor policies of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided furtherParent, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), their respective Subsidiaries containing terms with respect to coverage and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitationno less favorable, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectivelyaggregate, an “Indemnifiable Claim”); providedto such persons than the D&O Insurance, provided further, that in satisfying its obligations under this Section 7.12(b) Parent and the Surviving Corporation shall not be responsible for any amounts paid obligated to pay annual premiums in settlement excess of any Indemnifiable Claim without the consent 300% of the Surviving Corporationamount paid by the Company for coverage for its last full fiscal year (such 300% amount, the “Maximum Annual Premium”) (which consent shall not premiums the Company represents and warrants to be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf as set forth in Section 7.12 of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, the Company Disclosure Schedule); provided that prior thereto that if the Indemnified Party provides to annual premiums of such insurance coverage exceed such amount, Parent and the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable obligated to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such obtain a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.policy

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Effective Time the Surviving Corporation shall, and Parent shall contain provisions no less favorable cause the Surviving Corporation to, (i) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with respect to indemnification any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses for matters occurring to, all past and present directors and officers of the Company and the Company Subsidiaries (in all of their capacities) (“Indemnified Parties”) to the same extent such 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 Constituent Documents and indemnification agreements, if any, in existence on the date hereof with any directors and officers of the Company and the Company Subsidiaries and provided to Parent prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not and (ii) cause to be amended, repealed or otherwise modified maintained for a period of six years from after the Effective Time in any manner that would affect adversely the rights thereunder current policies of individuals who, at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ fiduciary liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, (provided that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b(or any successor) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance may substitute therefor policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”the same coverage and amounts containing terms and conditions which are, which policies provide in the Indemnified Parties with coverageaggregate, from the Effective Time no less advantageous to the sixth anniversary of the Effective Time, insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, Time (including for acts or omissions occurring in respect connection with the approval of this Agreement and the consummation of the transactions Transactions contemplated hereby); provided, that in no event shall the Surviving Corporation be required to expend more than 250% of the amount expended by this Agreement, on terms with respect the Company and the Company Subsidiaries to coverage, amount and advancement of expenses no less favorable than the maintain or procure such directors’ and officers’ insurance liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained and fiduciary liability insurance immediately prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (cb) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that If the Surviving Corporation or any of its successors or assigns (i) consolidates shall consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers all or substantially all shall transfer a majority of its properties and assets to any Personassets, then then, and in either each such case, proper provision shall Parent will make or cause to be made proper provisions so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section 6.7. (f) Without limiting 6.7 for the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 benefit of the Stock Purchase Agreement, dated June 18, 2004 Indemnified Parties and have at least substantially equal financial ability as the Company (as amended on July 29, 2004, immediately prior to such transaction) to satisfy the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms obligations of the Company Stock Purchase Agreementparties pursuant to this Section 6.7 prior to such merger, consolidation or transfer becoming effective.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Acquiring Parties and Merger Sub agree that all rights to indemnification exculpation, indemnification, contribution and advancement of expenses for matters facts, events, acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated hereby), now existing in favor of the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee officer or fiduciary employee of any trust, pension (or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries in a comparable role with) another Person (each, together with such Person’s heirs, executives, administrators and Representatives, the “D&O Indemnified Parties”), unless as the case may be, in each case, as provided in the respective organizational documents of the Company or its Subsidiaries or any indemnification or similar agreements in effect as of the date hereof that have been made available to the Acquiring Parties or that are in substantially the form included in the Company SEC Documents filed with or furnished to the SEC by the Company on or after the Spin Date and prior to the date of this Agreement, shall survive the Merger and shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such modification rights shall be mandatory rather than permissive, if applicable), and SSW shall and shall cause the Surviving Corporation and its Subsidiaries to perform such obligations thereunder. SSW shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or comparable) liability that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six (6) years from the Effective Time, be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the D&O Indemnified Parties, except as required by applicable Law. (b) The Without limiting the foregoing, the Acquiring Parties shall (and SSW shall cause the Surviving Corporation shall maintain to) (i) indemnify, defend and hold harmless, and advance expenses to, the D&O Indemnified Parties with respect to all facts, events, acts or cause omissions by them in their capacities as such at any time prior to be maintained in effect for six years from and including the Effective Time directors(including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that the Company or its Subsidiaries would be permitted by applicable Law; and (ii) pay in advance of the final disposition of any Action against any D&O Indemnified Party the expenses (including reasonable attorneys’ fees) of any D&O Indemnified Party upon receipt, if required by the DGCL, the Surviving Corporation’s organizational documents or any applicable indemnification agreement, of a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that such D&O Indemnified Party is not permitted to be indemnified under applicable Law. Notwithstanding anything to the contrary contained in this Section 6.6(b). or elsewhere in this Agreement, the Acquiring Parties shall not (and officers’ liability insurance the Acquiring Parties shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to acts any Action to which any D&O Indemnified Parties are parties, unless such settlement, compromise, consent or omissions occurring prior to the Effective Time covering each termination includes an unconditional release of all of the D&O Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained Parties covered by the Company in effect as Action from all liability arising out of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(bsuch Action. (c) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of For at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of six (6) years after the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent SSW shall, and shall cause the Surviving Corporation and its other Subsidiaries to, maintain in full force and effect the coverage provided by the existing directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance in effect as of the Closing Date and maintained by the Company or any of its Subsidiaries, as applicable (the “Existing D&O Insurance Policies”), or provide substitute policies (with the Company’s current insurance carriers or other insurance carriers having an A.M. Best financial strength rating of least an “A”) for the Company and the D&O Indemnified Parties who are currently covered by such policies Existing D&O Insurance Policies, in either case, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated hereby (provided, that the Acquiring Parties or the Surviving Corporation, as applicable, shall not be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium currently paid by the Company or any of its Subsidiaries for the Existing D&O Insurance Policies (the “Maximum Amount”), but in such case shall purchase as much of such coverage as possible for such amount) and the Acquiring Parties shall not, and shall not permit the Surviving Corporation or its other Subsidiaries to, take any action that would intentionally prejudice the rights of, or otherwise impede recovery by, the beneficiaries of any such insurance, whether in respect of claims arising before or after the Effective Time (unless such beneficiary is not entitled to such recovery as a result of a final, non-appealable judicial determination under such insurance as a result of such beneficiary’s conduct). In lieu of such insurance, prior to the Effective Time, the Company may purchase prepaid, non-cancellable six (6) year “tail” directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance (“Tail Coverage”), effective as of the Effective Time, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated hereby (provided that the Company shall consult with the Acquiring Parties regarding the proposed terms and premium for such Tail Coverage and the premium for such Tail Coverage shall not exceed the Maximum Amount), and SSW shall cause the Surviving Corporation (or its applicable Subsidiaries) to maintain such Tail Coverage in full force and effect, without any modification, and continue to honor the obligations thereunder. (c) In addition , in which event each of the Acquiring Parties shall cease to have any obligations under the other rights provided for in first sentence of this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b6.6(c)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that any of the Acquiring Parties, the Surviving Corporation Corporation, any of the Company’s Subsidiaries or any of its their successors or assigns shall (i) consolidates consolidate with or merges merge or amalgamate into any other Person and shall not be the continuing or surviving corporation company or entity in of such consolidation consolidation, merger or merger amalgamation or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then then, and in either each such case, the Acquiring Parties shall cause proper provision shall to be made so that the successors successor and assigns assign of the Acquiring Parties, the Surviving Corporation Corporation, any such Subsidiary or any all or substantially all of its successors or assignstheir properties and assets, as the case may be, shall assume assumes the obligations set forth in this Section 6.76.6. (e) The D&O Indemnified Parties are third party beneficiaries of this Section 6.6. The provisions of this Section 6.6 shall survive the Merger and are intended to be for the benefit of, and enforceable by, each D&O Indemnified Party and his or her successors, heirs or representatives. SSW and the Surviving Corporation shall pay all reasonable expenses, including reasonable, documented attorneys’ fees, that may be incurred by any D&O Indemnified Party in enforcing its indemnity and other rights under this Section 6.6. The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other applicable rights such D&O Indemnified Party may have under the respective organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, applicable Law or otherwise. (f) Without limiting Notwithstanding anything herein to the foregoingcontrary, if any claim (whether arising before, at or after the Surviving Corporation shall comply in all material respects with Closing) is made against any of the D&O Indemnified Parties on or prior to the sixth (6th) anniversary of the Closing Date, the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain this Section 6.6 shall continue in effect in accordance with until the terms final disposition of the Company Stock Purchase Agreementsuch claim.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for matters acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time than are set forth (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Certificate Charter or Company Bylaws or each of Incorporation the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date hereofof this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, which provisions shall defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not be amendedamend, repealed repeal or otherwise modified for a period of six years from the Effective Time modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect adversely the rights thereunder of individuals whoany Indemnitees. (b) Without limiting the provisions of Section 6.10(a), at or prior to during the period commencing as of the REIT Merger Effective Time and ending on the sixth (6th) anniversary of the REIT Merger Effective Time, were directors Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to): (i) indemnify and hold harmless each Indemnitee against and from any costs or officers expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, manager, member, trustee, employee or agent of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company Subsidiaries, or (y) this Agreement or any of its the transactions contemplated hereby, including the Mergers; and (ii) pay in advance of the final disposition of any such Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnitee in connection with enforcing any rights with respect to indemnification) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.10(b) or elsewhere in this Agreement, neither Parent nor the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries (each, together not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), respect to any Action for which indemnification may be sought under this Section 6.10(b) unless such modification settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising out of such Action, and does not include an admission of fault or wrongdoing by any Indemnitee. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Entity (or any Parent Subsidiary) (i) shall not be required liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (bc) The Prior to the REIT Merger Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the REIT Merger Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to to, obtain the Effective Time covering each non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies maintained by and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case, for a claims reporting or discovery period of at least six (6) years from and after the REIT Merger Effective Time with respect to any claim related to any period of time at or prior to the REIT Merger Effective Time from one or more insurance carriers with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies and with policy limits no less than the limits on the Company’s existing policies as long as the annual premium does not exceed 300% of the annual premium under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “tail” insurance policies as of the REIT Merger Effective Time, (i) the Surviving Entity shall continue to maintain in effect effect, for a period of at least six (6) years from and after the REIT Merger Effective Time, the D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall provide, or shall cause the Surviving Entity to provide, for a period of not less than six (6) years after the REIT Merger Effective Time, the Indemnitees who are insured under the Company’s D&O Insurance with comparable D&O Insurance that provides coverage for events occurring at or prior to the REIT Merger Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable in the aggregate than the existing policy of the Company (which may be provided under Parent’s D&O Insurance policy) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that in no event shall Parent and the Surviving Corporation Entity shall not be required to expend pursuant to this Section 6.7(b) for any pay an annual premium more than 250for the D&O Insurance in excess of 300% of the current annual premium currently paid by the Company for its directors’ such insurance; and officers’ liability insurance policies in effect as of the date hereof; provided provided, further, however, that, that if the amount annual premiums of the annual premium necessary to maintain or procure such insurance coverage exceeds exceed such maximum amount, Parent or the Surviving Corporation Entity shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (be obligated to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) obtain a policy with the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Timeavailable, with respect to claims arising from facts or events that occurred on or before matters occurring prior to the REIT Merger Effective Time, includingfor a cost not exceeding such amount. In all events, without limitation, in respect the cost of the transactions contemplated by insurance required to be purchased or maintained pursuant to this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained Section 6.10(c) shall be borne by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable ClaimEntity. (d) The Surviving Corporation Indemnitees to whom this Section 6.10 applies are intended to be third party beneficiaries of this Section 6.10. The provisions of this Section 6.10 are intended to be for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided for in this Section 6.7. 6.10. (e) The obligations rights of the Surviving Corporation each Indemnitee under this Section 6.7 6.10 shall be in addition to any rights such Person or any employee of the Company or any Company Subsidiary may have under the Company Charter, the Company Bylaws or the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of any of the Company Subsidiaries, or the Surviving Entity or any of its Subsidiaries, or under any applicable Law or under any agreement of any Indemnitee or any employee with the Company or any of the Company Subsidiaries listed in Section 4.12(a)(iv) of the Company Disclosure Letter (each, an “Existing Indemnification Right”). To the extent of any conflict between an Existing Indemnification Right and the rights granted to Indemnitees pursuant to this Section 6.10, the provision or provisions more favorable to the Indemnitee shall control. (f) Any Indemnitee wishing to claim indemnification under this Section 6.10, upon learning of any such indemnifiable claim, shall promptly notify the Surviving Entity thereof, but the failure to so notify shall not relieve Parent or the Surviving Entity of any liability it may have to such Indemnitee, except to the extent such failure materially prejudices the Surviving Entity. In the event of any such threatened or actual indemnifiable claim (whether asserted or arising at or before or after the REIT Merger Effective Time), (A) Parent or the Surviving Entity shall have the right to assume the defense thereof, with counsel reasonably acceptable to the Indemnitee (which acceptance shall not be terminated unreasonably withheld, delayed or modified conditioned), and Parent and the Surviving Entity shall not be liable to such Indemnitee for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnitee in connection with the defense thereof, except that if Parent or the Surviving Entity elects not to assume such defense, or counsel for the Indemnitee advises that there are issues that raise conflicts of interest between Parent or the Surviving Entity and the Indemnitee, the Indemnitee may retain counsel satisfactory to him or her, and Parent or the Surviving Entity shall pay all documented fees and expenses of such counsel for the Indemnitee within ten (10) Business Days after statements therefor are received; provided, however, that Parent and the Surviving Entity shall be obligated pursuant to this paragraph (f) to pay for only one firm of counsel for all Indemnitees in connection with an indemnifiable claim (selected by a majority of the applicable Indemnitees) in any jurisdiction except to the extent that any two or more Indemnitees have a conflict of interest in such a manner as claim, and (B) the Company and, after the REIT Merger Effective Time, the Surviving Entity shall (and Parent shall cause the Surviving Entity to adversely affect or any Indemnified Party applicable Parent Subsidiary) promptly pay expenses in advance of the final disposition of any such threatened or actual claim to each Indemnitee to the fullest extent permitted by applicable Law, subject to the receipt of an undertaking by such Indemnitee to repay such expenses if it is ultimately determined that such Indemnitee is not entitled to be indemnified; provided, however, that neither the Company nor the Surviving Entity shall be liable for any settlement effected without its prior written consent (which prior written consent shall not be unreasonably withheld, conditioned or delayed). (g) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the consent of such Indemnified Party and contrary, this Section 6.10 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Mergers indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and the Parent Subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity 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 in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting 6.10. The parties acknowledge and agree that Parent guarantees the foregoing, payment and performance of the Surviving Corporation Entity’s obligations pursuant to this Section 6.10. Nothing in this Agreement is intended to, shall comply be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in all material respects existence with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among respect to the Company, Loews any Company Subsidiary or the Company’s or any Company Subsidiary’s officers, directors, managers, employees and agents, it being understood and agreed that the other Persons identified thereinindemnification provided for in this Section 6.10 is not prior to, for so long as or in substitution for, any such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreementclaims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or officers claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers, partners, members, trustees or employees, as the case may be, of the Company or the Company Subsidiaries as provided in the Company Charter or the Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any agreement shall survive the Merger and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement and listed in the Company Disclosure Letter, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect the rights thereunder of any Indemnitees. (b) Without limiting the provisions of Section 6.9(a), during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to): (i) indemnify and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, member, trustee or employee of the Company or any of its Subsidiaries the Company Subsidiaries, or (y) this Agreement and each person who serves or served as a directorany of the transactions contemplated hereby, officer, member, trustee or fiduciary including the Merger; and (ii) pay in advance of the final disposition of any trustsuch claim, pension action, suit, proceeding or other employee benefit plan investigation the expenses (including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or enterprise on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.9(b) or partnership elsewhere in this Agreement, neither Parent nor the Surviving Entity shall (and Parent shall cause the Surviving Entity not to) settle or joint venture compromise or consent to the entry of the Company any judgment or otherwise seek termination with respect to any of its Subsidiaries (eachclaim, together with such Person’s heirsaction, executivessuit, administrators and Representatives, the “Indemnified Parties”), proceeding or investigation for which indemnification may be sought under this Section 6.9(b) unless such modification settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by any Indemnitee. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Entity (i) shall not be required liable for any settlement effected without their prior written consent and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (bc) The Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the Effective Time directors’ to, obtain and officers’ liability insurance with respect to acts or omissions occurring prior to fully pay the Effective Time covering each premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as coverage of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, Company’s existing directors’ and officers’ insurance providing policies and the Company’s existing fiduciary liability insurance policies (to collectively, the Knowledge “D&O Insurance”), in each case, for a claims reporting or discovery period of the Surviving Corporation at the time such insurance is procured, least six (6) years from and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal Effective Time with respect to that maximum amount. The provisions of the immediately preceding sentence shall be deemed any claim related to have been satisfied if prepaid policies have been obtained any period or time at or prior to the Effective Time from an insurer insurance carrier with the same or insurers which have an insurer financial strength better credit rating by A.M. Best Co. as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of at least liability that are no less favorable than the coverage provided under the Company’s existing policies and with policy limits no less than the limits on the Company’s existing policies as long as the annual premium does not exceed 110% of the annual premium under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “A”, which tail” insurance policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary as of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause (i) the Surviving Corporation to, Entity shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to provide, or shall cause the Surviving Corporation or any Entity to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorneyIndemnitees who are insured under the Company’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions provides coverage for events occurring on at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable than the existing policy of the Company (includingwhich may be provided under Parent’s D&O Insurance policy) or, without limitationif substantially equivalent insurance coverage is unavailable, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation Entity shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving CorporationEntity shall be obligated to obtain a policy with the greatest coverage available, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this Section 6.9 applies shall be liable third party beneficiaries of this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided for in this Section 6.7. 6.9. (e) The obligations rights of the Surviving Corporation each Indemnitee under this Section 6.7 6.9 shall not be terminated in addition to any rights such person or modified any employee of the Company or any Company Subsidiary may have under the Company Charter, the Company Bylaws or the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of any of the Company Subsidiaries, or the Surviving Entity or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee or any employee with the Company or any of the Company Subsidiaries listed in such a manner as Section 4.12(a)(iv) the Company Disclosure Letter. (f) Notwithstanding anything contained in Section 9.1 or Section 9.7 to adversely affect any Indemnified Party without the consent of such Indemnified Party and contrary, this Section 6.9 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting 6.9. The parties acknowledge and agree that Parent guarantees the foregoing, payment and performance of the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementEntity’s obligations pursuant to this Section 6.9.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Closing, the Surviving Corporation shall, and TCCC shall contain provisions no less favorable with respect to cause the Surviving Corporation to, honor and fulfill in all material respects the obligations of CCE under any and all indemnification agreements between CCE or any of the North American Business Subsidiaries and advancement any of expenses for matters occurring their respective current or former directors and officers and any Person who becomes a director or officer of CCE or any of the North American Business Subsidiaries prior to the Effective Time than (such agreements, the “Indemnity Agreements” and such Persons, “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and TCCC shall cause the Surviving Corporation to) cause the charters and bylaws (and other similar organizational documents) of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Company Certificate charters and bylaws (or other similar organizational documents) of Incorporation CCE as in effect on of the date hereof, which and during such six-year period such provisions shall not be amendedrepealed, repealed amended or otherwise modified for a in any manner adverse to any Indemnified Person except as required by applicable Law. (b) Without limiting the generality of the provisions of Section 6.19(a), during the period of six years from commencing at the Effective Time in any manner that would affect adversely and ending on the rights thereunder sixth (6th) anniversary of individuals who, at or prior to the Effective Time, were directors the Surviving Corporation shall (and TCCC shall cause the Surviving Corporation to) indemnify and hold harmless each Indemnified Person from and against any Losses in connection with any Action, to the extent such Action arises directly or officers indirectly out of the Company or pertains directly or indirectly to (i) any of its Subsidiaries and each person who serves action or served omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, member, trustee employee or fiduciary agent of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company CCE or any of its Subsidiaries or other Affiliates for such action or omission, or alleged action or omission, that occurred prior to or at the Effective Time; provided, however, that if, at any time prior to the sixth (each6th) anniversary of the Effective Time, together with any Indemnified Person delivers to CCE a written notice asserting a claim for indemnification under this Section 6.19(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s heirs, executives, administrators and Representatives, entitlement to indemnification hereunder with respect thereto unless it is ultimately determined that such Indemnified Person is not entitled to indemnification under Law or the “Indemnified Parties”DGCL), and (ii) each Indemnified Person shall be entitled at his or her sole cost and expense to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry. Notwithstanding anything to the contrary set forth in this Section 6.19(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including TCCC) 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 may be sought by an Indemnified Person under this Agreement unless such modification shall be required by Lawsettlement, compromise, consent or termination includes a full release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (bc) The At Splitco’s direction, TCCC shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from as of the Effective Time to obtain and fully pay the premium (in each case, at TCCC’s expense) for the extension of (i) the directors’ and officers’ liability coverage of CCE’s or any of the North American Business Subsidiaries’ existing directors’ and officers’ insurance policies and (ii) CCE’s or any of its Subsidiaries’ existing fiduciary liability insurance policies, in each case, set forth on Section 6.19 of the CCE Disclosure Letter (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim involving any Indemnified Person in respect of acts or omissions occurring prior to the Effective Time covering each of the Indemnified Partiesand with a carrier and upon terms that are reasonably acceptable to CCE and that are, on terms with respect to coveragecoverage and amount, amount and advancement of expenses no less favorable than those of CCE’s or any of its Subsidiaries’ existing D&O Insurance; provided that the directors’ and officers’ liability insurance policies maintained by the Company aggregate cost of such policy shall not exceed that amount set forth in effect as Section 6.19 of the date hereofCCE Disclosure Letter; provided, howeverfurther, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount aggregate premiums of the annual premium necessary to maintain or procure such insurance coverage D&O Insurance exceeds such maximum amount, the Surviving Corporation promptly shall maintain or procure, for notify CCE of such six-year period, directors’ excess and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) shall be obligated to obtain D&O Insurance with the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Timeavailable, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained matters occurring prior to the Effective Time, Parent shallfor a cost not exceeding such amount, and Splitco shall be entitled to contribute additional amounts to increase coverage. The Surviving Corporation shall (and TCCC shall cause the Surviving Corporation to, ) maintain such policies “tail” policy in full force and effect, effect and continue to honor the their respective obligations thereunder. (cd) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, If the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”TCCC) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then then, and in either each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume all of the obligations of the Surviving Corporation (or TCCC) set forth in this Section 6.19. (e) The obligations set forth in this Section 6.76.19 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (or any other Person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.19(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other Person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.19(c) (and their heirs and representatives). Each of the Indemnified Persons or other Persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 6.19(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 6.19(e), with full rights of enforcement as if a party thereto. 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 6.19(c) (and their heirs and representatives)) under this Section 6.19 shall be in addition to, and not in substitution for, any other rights that such Persons may have under the charters, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by CCE or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) Without limiting the foregoing, The obligations and liability of the Surviving Corporation Corporation, TCCC and their respective Subsidiaries under this Section 6.19 shall comply be joint and several. Nothing in all material respects this Section 6.19 is intended to (i) limit the rights of any TCCC Indemnified Party to indemnification from Splitco to the extent provided for in Article IX in respect of amounts paid pursuant to this Section 6.19 or (ii) entitle any party to recover any amounts in connection with this Section 6.19 to the provisions extent that such party or any of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as its Affiliates has already recovered such provisions remain in effect in accordance with the terms of the Company Stock Purchase amount pursuant to this Agreement. (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 policy that is or has been in existence with respect to CCE 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 6.19 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation shall contain provisions no less favorable with respect to and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) indemnification and advancement of expenses for matters occurring prior to the Effective Time than are agreements set forth in Section 6.11 of the Company Certificate of Incorporation Disclosure Letter, and as in effect on the date hereofof this Agreement, which provisions shall not be amended, repealed between the Company or otherwise modified for any of its Subsidiaries and (A) any of their respective current or former directors and officers as of the date of this Agreement pursuant to the terms of such agreements as in effect on the date hereof and (B) any person who becomes a period director or officer of six years from the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors and officers that has been made available to Parent (the “Indemnified Persons”) and (ii) indemnification, expense advancement and exculpation provisions in any manner that would affect adversely Constitutional Documents of the rights thereunder Company or any of individuals whoits Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Effective Time, were directors that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or officers other similar organizational documents) of the Company or any of and its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, manner adverse to the “Indemnified Parties”), unless such modification shall be Persons except as required by applicable Law. (b) The Surviving Corporation shall maintain or cause Prior to be maintained in effect for six years from the Effective Time Time, notwithstanding anything to the contrary set forth in this Agreement, the Company shall purchase a six-year “tail” prepaid policy on the Company’s current directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties(“D&O Insurance”), on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by provided that the Company in effect as of the date hereof; providedshall not pay, however, that in no event shall and Parent and the Surviving Corporation shall not be required obligated to expend pursuant to this Section 6.7(bpay, annual premiums in excess of three hundred percent (300%) for any annual premium more than 250% of the current annual premium amount paid by the Company for coverage for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure last full fiscal year (such insurance coverage exceeds such maximum three hundred percent (300%) amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 3.23 of the Company Disclosure Letter). The Surviving Corporation shall maintain or procure, for such six-year period, directors’ (and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, ) maintain such policies “tail” policy in full force and effect, . The Surviving Corporation shall (and continue to honor Parent shall cause the obligations thereunderSurviving Corporation to) maintain such a “tail” policy in full force and effect. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting If Parent or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then then, and in either each such case, proper provision provisions shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of the Surviving Corporation such properties or any of its successors or assignsassets, as the case may be, shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 6.11. (d) The obligations set forth in this Section 6.7. 6.11 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person without the prior written consent of such affected Indemnified Person. Each of the Indemnified Persons (fand their heirs) Without limiting are intended to be third-party beneficiaries of this Section 6.11 with full rights of enforcement as if a party thereto. The rights of the foregoingIndemnified Persons (and their heirs) under this Section 6.11 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements, if any, with the Company or any of its Subsidiaries as Made Available to Parent, or applicable Law (whether at law or in equity). The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 6.11 shall comply be joint and several. (e) Nothing in all material respects 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 policy that is or has been in existence with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of respect to the Company Stock Purchase Agreementor 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 6.11 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Transactions), existing as of the date of this Agreement in favor of the current or former directors or officers officers, as the case may be, of the Company as provided in the Company’s or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement Company’s subsidiaries’ respective articles or certificates of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company incorporation or bylaws (or comparable organizational or governing documents) currently in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than shall survive the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, Merger and shall cause the Surviving Corporation to, maintain such policies continue in full force and effect, and continue to honor the obligations thereunder. . For a period of six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted required by applicable Law indemnify the Amended and hold harmless Restated Certificate of Incorporation or Amended and Restated Bylaws (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments equivalent organizational or amounts paid in settlement (collectively, “Losses”governing documents) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current subsidiaries as in effect on the date of this Agreement, and (ii) not amend, repeal or former Subsidiaries or arising out otherwise modify any such provisions referenced in subsections (i) above in any manner that would adversely affect the rights thereunder of any Indemnitees with respect to any acts or omissions occurring on or prior to the Effective Time. (b) Without limiting the provisions of Section 5.5(a), during the period commencing as of the Effective Time and ending on the sixth (including6th) anniversary of the Effective Time, without limitationParent and the Surviving Corporation will to the fullest extent permitted under applicable Law: (i) indemnify and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, inquiries, fines, losses, claims, damages, liabilities and amounts paid in respect of acts or omissions settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director or officer of the Company or any of its subsidiaries; or (y) the Offer, the Merger, this Agreement and the any transactions contemplated hereby; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 5.5(b) or elsewhere in this Agreement, neither Parent nor the Surviving Corporation shall (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Section 5.5(b) unless such settlement, compromise, consent or termination includes an unconditional release of the Indemnitees who are subject to such claim, action, suit, proceeding or investigation from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by any Indemnitee. (c) Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as promptly as practicable to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, an the “Indemnifiable ClaimD&O Insurance”), in each case for a claims reporting or discovery period of six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in all material respects than the coverage provided under the Company’s existing policies; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the annual premium paid by the Company in its last full fiscal year prior to the date of this Agreement for such insurance (the “Current Premium”). If the Company or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) continue to maintain in effect, for a period of six (6) years from and after the Effective Time (or until such time as such “tail” insurance policies are obtained), the D&O Insurance in place as of the date of this Agreement with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in all material respects than the coverage provided under the Company’s existing policies as of the date of this Agreement; provided, however, that Parent and the Surviving Corporation shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent 250% of the Surviving CorporationCurrent Premium; and provided further, which consent shall not be unreasonably withheld that if the annual premiums of such insurance coverage exceed such amount, Parent or delayed. The the Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection be obligated to obtain a policy with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time the greatest coverage available, with respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties Indemnitees to whom this Section 6.7 5.5 applies shall be third party beneficiaries of this Section 6.75.5. The provisions of this Section 5.5 are intended to be for the benefit of each Indemnitee and his or her successors, heirs or representatives. (e) The rights of each Indemnitee under this Section 5.5 shall be in addition to any rights such person may have under the certificate of incorporation or bylaws of the Company, the Surviving Corporation or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee with the Company or any of its subsidiaries. (f) Notwithstanding anything contained in Section 9.1 or Section 9.6 to the contrary, this Section 5.5 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.75.5. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Acquisition Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Transactions), existing as of the date of this Agreement in favor of the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in the Company’s or each of the Company’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any agreement, shall survive the Merger and shall continue in full force and effect. After the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent required by: (x) the Restated Certificate of Incorporation or Bylaws (or equivalent organizational or governing documents) of the Company or any of its Subsidiaries subsidiaries or affiliates as in effect on the date of this Agreement and each person who serves or served as a director, officer, member, trustee or fiduciary of (y) any trust, pension or other employee benefit plan or enterprise or partnership or joint venture indemnification agreement of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain subsidiaries or cause to be maintained other applicable contract as in effect for six years from on the Effective Time directors’ date of this Agreement, and officers’ liability insurance (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect the rights thereunder of any Indemnitees with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time for a period of six years after the Effective Time. (includingb) Without limiting the provisions of Section 6.7(a), without limitationduring the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Corporation will, to the same extent as such persons are indemnified or have the right to advancement of expenses as of the date hereof under the Restated Certificate of Incorporation and the Bylaws of the Company and the equivalent organizational or governing documents of each of the Company’s subsidiaries: (i) indemnify and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, inquiries, fines, losses, claims, damages, liabilities and amounts paid in respect of acts or omissions settlement in connection with this any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, employee, fiduciary or agent of the Company or any of its subsidiaries or affiliates; or (y) the Offer, the Merger, the Merger Agreement and the any transactions contemplated hereby; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.7(b) or elsewhere in this Agreement, neither Parent nor the Surviving Corporation shall (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Section 6.7(b) unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by any Indemnitee. (c) Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, an the “Indemnifiable ClaimD&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in all material respects than the coverage provided under the Company’s existing policies. If the Company or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies as of the Effective Time, (i) the Surviving Corporation shall 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 the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in all material respects than the coverage provided under the Company’s existing policies as of the date of this Agreement, or (ii) Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than six (6) years after the Effective Time, the Indemnitees who are insured under the Company’s D&O Insurance with comparable D&O Insurance that provides coverage for events occurring at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable than the existing policy of the Company or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Parent and the Surviving Corporation shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent 250% of the Surviving Corporationannual premium currently paid by the Company for such insurance; and provided further, which consent shall not be unreasonably withheld that if the annual premiums of such insurance coverage exceed such amount, Parent or delayed. The the Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection be obligated to obtain a policy with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time the greatest coverage available, with respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties Indemnitees to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. The provisions of this Section 6.7 are intended to be for the benefit of each Indemnitee and his or her successors, heirs or representatives. To the extent Parent or the Surviving Corporation, as applicable, is the non-prevailing party with respect to any indemnification claims or disputes by any Indemnitee pursuant to this Section 6.7, Parent shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnitee in enforcing the indemnity and other obligations provided in this Section 6.7. (e) The rights of each Indemnitee under this Section 6.7 shall be in addition to any rights such person may have under the certificate of incorporation or bylaws of the Company, the Surviving Corporation or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee with the Company or any of its subsidiaries. (f) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the contrary, this Section 6.7 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries (the “ Indemnified Parties ”) as provided in the Company Certificate, the Company Bylaws (or equivalent organizational documents of the Company or any of its Subsidiaries or Affiliates) or in any agreement (a “ Company Indemnity Agreement”), each as in effect on the date of this Agreement, shall survive the Offer and each person who serves the Merger and shall continue in full force and effect in accordance with their terms. The Company has made available to Parent true and complete copies of all Company Indemnity Agreements. Parent and the Company shall, from and after the Acceptance Time, and, if after the Effective Time, the Surviving Entity shall (and Parent shall cause the Company or served the Surviving Entity, as a directorapplicable, officerto) indemnify, memberdefend and hold harmless, trustee and advance expenses to Indemnified Parties with respect to all acts or fiduciary of omissions by them in their capacities as such at any trusttime prior to the Effective Time, pension to the fullest extent provided by: (i) the Company Certificate, the Company Bylaws (or other employee benefit plan or enterprise or partnership or joint venture equivalent organizational documents of the Company or any of its Subsidiaries or affiliates) as in effect on the date of this Agreement; and (each, together with ii) any Company Indemnity Agreement between any such Person’s heirs, executives, administrators Indemnified Party on the one hand and Representatives, the “Indemnified Parties”), unless such modification shall be required by LawCompany or any of its Subsidiaries on the other hand. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from Without limiting the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)6.04(a), for six years from and after the Effective Time, the Surviving Corporation shall Parent will: (i) indemnify, defend and hold harmless to the fullest extent permitted by applicable Law indemnify Law, each Indemnified Party from and hold harmless (and release from against any liability to the Surviving Corporation costs or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s attorneys’ fees), and all judgments, fines, losses, claims, damages, judgments or penalties, liabilities and amounts paid in settlement (collectivelyincluding, “Losses”in each case, any interest or assessments thereon) in respect of connection with any threatened, pending or completed claim, action suit action, suit, proceeding or proceedinginvestigation, whether civil, criminal, civil, administrative or investigative, based onto the extent such claim, action, suit, proceeding or arising investigation arises out of or relating to the fact that pertains to: (A) any action or omission or alleged action or omission in such Person is or was Indemnified Party’s capacity as a director, officer, member, trustee officer or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current Subsidiaries prior to the Effective Time; or former Subsidiaries (B) the Merger, this Agreement and any transactions contemplated hereby and (ii) pay (within 30 days following any request for advancement) the expenses (including reasonable attorneys’ fees) of any Indemnified Party incurred in connection with any such claim, action, suit, proceeding or arising out investigation upon receipt of acts an undertaking by or omissions on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified, in each case, if such Indemnified Party is entitled to indemnification or advancement of expenses as of the date of this Agreement pursuant to the Company’s or any of its Subsidiary’s certificate of incorporation, bylaws or other similar governing documents or any applicable Company Indemnity Agreement. Notwithstanding the foregoing, the Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (c) Parent will provide, or cause the Surviving Entity to provide, for a period of not less than six years after the Effective Time, the Indemnified Parties who are insured under the Company’s directors’ and officers’ insurance and indemnification policy with an insurance and indemnification policy (from either (i) the Company’s existing insurance carrier or (ii) an insurance carrier that is reasonably satisfactory to the Company) that provides coverage for events occurring on at or prior to the Effective Time (including, without limitation, in respect the “ D&O Insurance”) that is no less favorable than the existing policy of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)Company; provided, that Parent and the Surviving Corporation Entity shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent 300% of the annual premium paid as of the date hereof by the Company for such insurance; provided, further, that if the annual premiums of such insurance coverage at any time exceed such amount, Parent or the Surviving CorporationEntity shall be obligated to obtain a policy (from either (i) the Company’s existing insurance carrier or (ii) an insurance carrier that is reasonably satisfactory to the Company) with the greatest coverage available for a cost not exceeding such amount. Notwithstanding anything to the contrary in this Agreement, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorneythe Company may and at Parent’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of request shall, prior to the Effective Time, purchase a statement or statements from such Indemnified Party requesting such advance or advances from time to time“tail” directors’ and officers’ insurance and indemnification policy, provided that prior thereto payment for each year of insurance coverage provided by such “tail” directors’ and officers’ insurance policy shall not exceed 300% of the Indemnified Party provides annual premium paid as of the date hereof by the Company. Any such “tail” directors’ and officers’ insurance and indemnification policy will satisfy Parent’s obligation under this Section 6.04(c) to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimprovide D&O Insurance. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 6.04 applies shall be third party beneficiaries of this Section 6.76.04. The provisions of this Section 6.04 are intended to be for the benefit of each Indemnified Party and his or her successors, heirs and representatives. (e) Notwithstanding anything herein to the contrary, this Section 6.04 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Entity and its Subsidiaries, and shall be enforceable by the Indemnified Parties and their successors, heirs or representatives. In the event that Parent, the Surviving Corporation Entity or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that such other person or the successors and assigns of Parent or the Surviving Corporation or any of its successors or assigns, Entity as the case may be, be shall assume the succeed to its obligations set forth in this Section 6.76.04. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or officers claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the Indemnitees as provided in the Company Charter or the Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) shall survive the Merger and shall continue in full force and effect in accordance with their terms. The Surviving Entity shall (and Parent shall cause the Surviving Entity to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent required by the Company Charter or Company Bylaws, or the articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, or applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnitees. (b) Without limiting the provisions of Section 6.9(a), during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to): (i) indemnify and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, member, trustee or employee of the Company or any of its Subsidiaries the Company Subsidiaries, or (y) this Agreement and each person who serves or served as a directorany of the transactions contemplated hereby, officer, member, trustee or fiduciary including the Merger; and (ii) pay in advance of the final disposition of any trustsuch claim, pension action, suit, proceeding or other employee benefit plan investigation the expenses (including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or enterprise on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.9(b) or partnership elsewhere in this Agreement, neither Parent nor the Surviving Entity shall (and Parent shall cause the Surviving Entity not to) settle or joint venture compromise or consent to the entry of the Company any judgment or otherwise seek termination with respect to any of its Subsidiaries (eachclaim, together with such Person’s heirsaction, executivessuit, administrators and Representatives, the “Indemnified Parties”), proceeding or investigation for which indemnification may be sought under this Section 6.9(b) unless such modification settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by any Indemnitee. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Entity (i) shall not be required liable for any settlement effected without their prior written consent and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (bc) The Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the Effective Time directors’ to, obtain and officers’ liability insurance with respect to acts or omissions occurring prior to fully pay the Effective Time covering each premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as coverage of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, Company’s existing directors’ and officers’ insurance providing policies and the Company’s existing fiduciary liability insurance policies (to collectively, the Knowledge “D&O Insurance”), in each case, for a claims reporting or discovery period of the Surviving Corporation at the time such insurance is procured, least six (6) years from and after inquiry the Effective Time with respect to any claim related to any period of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained time at or prior to the Effective Time from an insurer insurance carrier with the same or insurers which have an insurer financial strength better credit rating by A.M. Best Co. as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of at least liability that are no less favorable than the coverage provided under the Company’s existing policies and with policy limits no less than the limits on the Company’s existing policies as long as the annual premium does not exceed 300% of the annual premium under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “A”, which tail” insurance policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary as of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause (i) the Surviving Corporation to, Entity shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to provide, or shall cause the Surviving Corporation or any Entity to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorneyIndemnitees who are insured under the Company’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions provides coverage for events occurring on at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable than the existing policy of the Company (includingwhich may be provided under Parent’s D&O Insurance policy) or, without limitationif substantially equivalent insurance coverage is unavailable, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation Entity shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving CorporationEntity shall be obligated to obtain a policy with the greatest coverage available, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this Section 6.9 applies shall be liable third party beneficiaries of this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of 6.9. (e) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the Surviving Corporation under contrary, this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and 6.9 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger in accordance with its terms and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision commercially reasonable efforts shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.76.9. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. The Surviving Corporation shall, and Pfizer 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 Xxxxxx-Xxxxxxx and its Subsidiaries (in all of their capacities) (a) The Certificate of Incorporation of to the Surviving Corporation shall contain provisions no less favorable with respect same extent such persons are indemnified or have the right to indemnification and advancement of expenses as of the date of this Agreement by Xxxxxx-Xxxxxxx pursuant to Xxxxxx-Xxxxxxx'x certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of Xxxxxx-Xxxxxxx and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent permitted by law, in each case for matters acts or omissions occurring at or prior to the Effective Time than are set forth (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 the Company Certificate Surviving Corporation's (or any successor's) certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified incorporation and bylaws for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were the current provisions regarding elimination of liability of directors, indemnification of officers, directors or officers and employees and advancement of expenses contained in the Company or any certificate of its Subsidiaries incorporation and each person who serves or served as a director, officer, member, trustee or fiduciary bylaws of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries Xxxxxx-Xxxxxxx and (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (biii) The Surviving Corporation shall maintain or cause to be maintained in effect for a period of six years from after the Effective Time the current policies of directors’ ' and officers’ ' liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ fiduciary liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, Xxxxxx-Xxxxxxx (provided that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b(or any successor) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance may substitute therefor policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”the same coverage and amounts containing terms and conditions which are, which policies provide in the Indemnified Parties with coverageaggregate, from the Effective Time no less advantageous to the sixth anniversary of the Effective Time, insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 5.8 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party indemnitee to whom this Section 5.8 applies without the consent of such Indemnified Party and shall survive the consummation of the Merger, affected indemnitee (it being expressly agreed that the Indemnified Parties indemnitees to whom this Section 6.7 5.8 applies shall be third party beneficiaries of this Section 6.75.8). (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Valero shall (ai) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Premcor 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 Premcor pursuant to Premcor’s Certificate of Incorporation, By-laws and indemnification agreements, if any, in existence on the date of this Agreement with, or for matters the benefit of, any directors, officers and employees of Premcor 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 than are set forth (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 the Company Certificate Surviving Corporation’s (or any successor to the business of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified Surviving Corporation) certificate of incorporation and by-laws for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were provisions regarding elimination of liability of directors, indemnification of officers, directors or officers and employees and advancement of expenses that are, in the Company or any aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current Amended and Restated Certificate of its Subsidiaries Incorporation and each person who serves or served as a director, officer, member, trustee or fiduciary the Amended and Restated By-laws of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries Premcor and (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (biii) The Surviving Corporation shall maintain or cause to be maintained in effect by the Surviving Corporation (or any successor to the business of the Surviving Corporation) for a period of six years from after the Effective Time the current policies of directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ fiduciary liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, Premcor (provided that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(bValero (or any such successor) for any annual premium may substitute therefor one or more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”the same coverage and amounts containing terms and conditions that are, which policies provide in the Indemnified Parties with coverageaggregate, from the Effective Time no less advantageous to the sixth anniversary of the Effective Time, insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, however, that the Surviving Corporation in no event shall not Valero (or any such successor) be responsible for required to expend in any amounts paid one year an amount in settlement excess of any Indemnifiable Claim without the consent 200% of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred annual premiums currently paid by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from Premcor for such Indemnified Party requesting such advance or advances from time to timeinsurance; and, provided further, that prior thereto if the Indemnified Party provides to the Surviving Corporation an undertaking to repay annual premiums of such advances if it is ultimately determined that insurance coverage exceed such person is not entitled to indemnification from the Surviving Corporation. In the event amount, Valero (or any Indemnifiable Claim is asserted or made within such six-year period, all rights to indemnification successor) shall continue until such claim is finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate obtain a policy with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided greatest coverage available for in this Section 6.7a cost not exceeding such amount. The obligations of the Surviving Corporation Valero (or any such successor) under this Section 6.7 6.6 shall not be terminated or modified following the Effective Time in such a manner as to adversely affect any Indemnified Party indemnitee to whom this Section 6.6 applies without the consent of such Indemnified Party and shall survive the consummation of the Merger, affected indemnitee (it being expressly agreed that the Indemnified Parties indemnitees to whom this Section 6.7 6.6 applies and their respective heirs and other representatives shall be third third-party beneficiaries of of, and entitled to enforce, this Section 6.76.6). (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in the Company’s or each of the Company’s Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any agreement shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) (i) fulfill and honor all obligations of the Company to the Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted by the Laws of the State of Delaware and required by: (x) the Restated Certificate of Incorporation, as amended, or Bylaws, as amended (or equivalent organizational or governing documents), of the Company or any of its Subsidiaries or affiliates as in effect on the date of this Agreement and (y) the indemnification agreement(s) of the Company or its Subsidiaries or other applicable Contract(s) as in effect on the date of this Agreement, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect the rights thereunder of any Indemnitees, unless such modification is required by the Laws of the State of Delaware. (b) Without limiting the provisions of Section 6.7(a), during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Corporation will to the extent permitted by the Laws of the State of Delaware: (i) indemnify and hold harmless each person who serves Indemnitee against and from any costs or served expenses (including reasonable attorneys’ fees), judgments, inquiries, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, memberemployee, trustee fiduciary or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture agent of the Company or any of its Subsidiaries or affiliates; or (each, together with such Person’s heirs, executives, administrators and Representativesy) the Distribution, the “Indemnified Parties”)Recapitalization or Pre-Merger Special Distribution, as the case may be, the Merger, the Merger Agreement and any transactions contemplated hereby; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including reasonable attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.7(b) or elsewhere in this Agreement, neither Parent nor the Surviving Corporation shall (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a covered person for which indemnification may be sought under this Section 6.7(b) unless such modification shall be required settlement, compromise, consent or termination includes an unconditional release of such covered person from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by Lawany Indemnitee or such Indemnitee otherwise consents in writing to such settlement, compromise, consent or termination. (bc) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior Prior to the Effective Time covering each Time, the Company shall obtain and fully pay the premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as coverage of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, Company’s existing directors’ and officers’ insurance providing policies and the Company’s existing fiduciary liability insurance policies (to collectively, the Knowledge “D&O Insurance”), in each case for a claims reporting or discovery period of the Surviving Corporation at the time such insurance is procured, least six (6) years from and after inquiry the Effective Time with respect to any claim related to any period of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained time at or prior to the Effective Time from an insurer insurance carrier with the same or insurers which have an insurer financial strength better credit rating by A.M. Best Co. of at least “A”, which policies provide as the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, Company’s current insurance carrier with respect to claims arising from facts or events D&O Insurance with terms, conditions, retentions and limits of liability that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses are no less favorable than the directors’ and officers’ liability insurance policies maintained by coverage provided under the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorneyCompany’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimexisting policies. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties Indemnitees to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. The provisions of this Section 6.7 are intended to be for the benefit of each Indemnitee and his or her successors, heirs or Representatives. (e) The rights of each Indemnitee under this Section 6.7 shall be in addition to any rights such person may have under the certificate of incorporation or bylaws of the Company, the Surviving Corporation or any of its Subsidiaries, or under any applicable Law or under any agreement of any Indemnitee with the Company or any of its Subsidiaries. (f) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the contrary, this Section 6.7 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation and its Subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation In the event the Merger is consummated, then until the seventh anniversary of the Effective Time, PhotoMedex will, and will cause the Surviving Corporation shall contain provisions no less favorable with respect Company and any PhotoMedex Subsidiary or Radiancy Subsidiary, to comply with, fulfill and honor, in any and all respects, all of the obligations of PhotoMedex, Radiancy and any PhotoMedex Subsidiary or Radiancy Subsidiary to their respective present and former directors and officers (the “Covered Persons”) pursuant to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as agreements with PhotoMedex, Radiancy or any PhotoMedex Subsidiary or Radiancy Subsidiary in effect on the date hereofEffective Time and pursuant to the PhotoMedex Organization Documents, which provisions shall not be amendedthe Radiancy Organization Documents, repealed or otherwise modified for a period of six years from the PhotoMedex Subsidiary Organization Documents and the Radiancy Subsidiary Organization Documents, in each case, in effect on the Effective Time in any manner that would affect adversely (the rights thereunder “Indemnification Provisions”), with respect to claims arising out of individuals who, acts or omissions occurring at or prior to the Effective Time which are asserted after the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance including with respect to acts this Agreement, the Merger and the other transactions contemplated herein. Any claims for indemnification made on or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth seventh anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before Time shall survive such anniversary until the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereoffinal resolution thereof. If such prepaid policies have been obtained prior to the Effective Time, Parent PhotoMedex shall, and shall cause the Surviving Corporation Company and all PhotoMedex Subsidiaries and Radiancy Subsidiaries to, maintain such policies keep in full force and effecteffect all Indemnification Provisions and neither PhotoMedex, and continue to honor the obligations thereunderSurviving Company, any PhotoMedex Subsidiary nor any Radiancy Subsidiary shall amend, modify or terminate any of the Indemnification Provisions, in each case, until the later of the seventh anniversary of the Effective Time or the final resolution of any claims for indemnification. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (eb) In the event that the Merger is consummated, if PhotoMedex, the Surviving Corporation Company, any PhotoMedex Subsidiary or any of its successors or assigns Radiancy Subsidiary shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity in Person of such consolidation or merger or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then and then, in either each such case, proper provision provisions shall be made so that the successors and assigns of PhotoMedex, the Surviving Corporation Company, any PhotoMedex Subsidiary or any Radiancy Subsidiary, as applicable, assume all of its successors their respective obligations as set forth in this Section 5.15. (c) Prior to the Effective Time, Radiancy and/ or assignsany Radiancy Subsidiary may purchase tail insurance coverage for Radiancy and/ or Radiancy Subsidiary Covered Persons which shall provide such directors and officers with coverage for no more than seven years following the Effective Time (the “Insurance Coverage”), and the full cost and all premiums associated with such Insurance Coverage shall be paid in a lump sum by Radiancy and/ or any Radiancy Subsidiary, as the case may be, prior to or at the Closing. PhotoMedex shall assume maintain (or cause the Surviving Company, any PhotoMedex Subsidiary and/ or any Radiancy Subsidiary to maintain) such Insurance Coverage in full force and effect, and continue to honor the obligations set forth in this Section 6.7thereunder during the term thereof. (fd) Without limiting In the foregoingevent the execution of this Agreement or the undertaking of any act or omission by PhotoMedex required by this Agreement prior to the Closing Date causes any insurance policy, in place for the benefit of any PhotoMedex or PhotoMedex Subsidiary Covered Persons immediately prior to the date of this Agreement, to terminate or causes any reduction in the benefits of such policy, PhotoMedex or any PhotoMedex Subsidiary may purchase insurance policies for the benefit of such Covered Persons; provided, however, that such new policies shall not exceed the coverage that was provided under such terminated insurance policy or such policy where benefits were reduced. (e) This Section 5.15 shall survive the consummation of the Merger, is intended to benefit each of the Covered Persons and shall be binding on all successors and assigns of the Surviving Company, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004PhotoMedex Subsidiaries, the “Company Stock Purchase Agreement”)Radiancy Subsidiaries and PhotoMedex, among and shall be enforceable by the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementCovered Persons.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Effective Time, the Surviving Corporation Entity shall contain provisions no less favorable with respect to provide exculpation, indemnification and advancement of expenses for matters occurring each Indemnitee, which is at least as favorable in scope and amount to such Indemnitee as the exculpation, indemnification and advancement of expenses provided to such Indemnitee by the Company and the Company Subsidiaries immediately prior to the Effective Time than are set forth in the Company Certificate Charter and the Company Bylaws or each of Incorporation the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents), as in effect on the date hereofof this Agreement; provided that such exculpation, which provisions shall not be amended, repealed or otherwise modified for a period indemnification and advancement of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, expenses covers actions at or prior to the Effective Time, were directors including all transactions contemplated by this Agreement. (b) Without limiting the provisions of Section 6.9(a), during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each Indemnitee against and from any costs or officers expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action, whether civil, criminal, administrative or investigative, to the extent such Action arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, member, trustee, employee or agent of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company Subsidiaries, or (y) this Agreement or any of its Subsidiaries the transactions contemplated hereby, including the Merger; and (eachii) pay in advance of the final disposition of any such Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnitee in connection with enforcing any rights with respect to indemnification) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, together with Parent or the Surviving Entity (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such Person’s heirsindemnification is prohibited by applicable Law, executives, administrators and Representatives, in which case the “Indemnified Parties”), unless Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such modification shall be required by Lawexpenses theretofore advanced pursuant hereto. (bc) The Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the Effective Time directors’ to, obtain and officers’ liability insurance with respect to acts or omissions occurring prior to fully pay the Effective Time covering each premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than coverage afforded by the Company’s existing directors’ and officers’ liability insurance policies maintained by and the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ Company’s existing fiduciary liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount(collectively, the Surviving Corporation shall maintain or procure“D&O Insurance”), in each case, for such six-year period, directors’ and officers’ insurance providing a claims reporting or discovery period of at least six (to the Knowledge of the Surviving Corporation at the time such insurance is procured, 6) years from and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal Effective Time with respect to that maximum amount. The provisions of the immediately preceding sentence shall be deemed any claim related to have been satisfied if prepaid policies have been obtained any period or time at or prior to the Effective Time from an insurer one or insurers which have an insurer financial strength more insurance carriers with the same or better credit rating by A.M. Best Co. as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions and retentions that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies and with limits of at least liability that are no lower than the limits on the Company’s existing policies as long as the annual premium in the aggregate does not exceed 125% of the annual aggregate premium(s) under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “A”, which tail” insurance policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary as of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause (i) the Surviving Corporation to, Entity shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to provide, or shall cause the Surviving Corporation or any Entity to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorneyIndemnitees who are insured under the Company’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions provides coverage for events occurring on at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable in the aggregate than the existing policy of the Company (includingwhich may be provided under Parent’s D&O Insurance policy) or, without limitationif substantially equivalent insurance coverage is unavailable, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation Entity shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving CorporationEntity shall be obligated to obtain a policy with the greatest coverage available, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this Section 6.9 applies are intended to be third-party beneficiaries of this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall be liable to pay all reasonable expenses, including reasonable attorney’s attorneys’ fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided in this Section 6.9. (e) The rights of each Indemnitee under this Section 6.9 shall be in addition to any rights such Person or any employee of the Company or any Company Subsidiary may have under the Company Charter, the Company Bylaws or the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of any of the Company Subsidiaries, or the Surviving Entity or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee or any employee with the Company or any of the Company Subsidiaries listed in Section 4.12 the Company Disclosure Letter. 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 policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.7. The obligations of 6.9 is not prior to, or in substitution for, any such claims under any such policies. (f) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the Surviving Corporation under contrary, this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and 6.9 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity 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 in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting 6.9. The parties acknowledge and agree that Parent guarantees the foregoing, payment and performance of the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementEntity’s obligations pursuant to this Section 6.9.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate Surviving Corporation and its Subsidiaries as of Incorporation of the Effective Time shall (and, Parent shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement its Subsidiaries as of expenses for matters occurring prior to the Effective Time than are to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements set forth in on Section 6.7(a) of the Company Certificate Disclosure Letter, in each case, true, accurate and complete copies of Incorporation which have been made available to Parent and as in effect on the date of this Agreement, between (A) the Company or any of its Subsidiaries and (B) any of their respective current or former directors and officers or any Person serving or who served as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, pension, employee benefit plan or other enterprise at the request of the Company or any of its Subsidiaries, in each case, prior to the Effective Time (collectively, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in the certificate of incorporation and bylaws (and any other governing documents), as applicable, of the Company or its applicable Subsidiaries in effect as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and any other governing documents), as applicable, of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable, in the aggregate, than the indemnification, exculpation and advancement of expenses provisions contained in the certificate of incorporation and bylaws (and any other governing documents), as applicable, of the Company and its Subsidiaries as of the date hereof, which and during such six (6) year period, such provisions shall not be amendedrepealed, repealed amended or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely materially adverse to the rights thereunder Indemnified Persons except as required by applicable Law. (b) Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company shall purchase a six (6) year “tail” prepaid directors’ and officers’ liability, employment practices liability and fiduciary liability insurance (the “D&O Tail Insurance”) in respect of individuals who, acts or omissions occurring at or prior to the Effective Time, were directors or officers of covering each Indemnified Person on terms and conditions (including with respect to limits and retentions) no less favorable than the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such PersonCompany’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability, employment practices liability and fiduciary liability insurance with respect to acts or omissions occurring existing immediately prior to the Effective Time covering each date hereof (the “Current D&O Insurance,” true, accurate and complete copies of the Indemnified Partieswhich have been made available to Parent) or, on terms with respect to coverage, amount and advancement of expenses if such insurance coverage that is no less favorable than is unavailable, the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereofbest available coverage; provided, however, that in no event shall if the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more D&O Tail Insurance is not available at an aggregate cost not greater than 250300% of the current last annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least date hereof for the Current D&O Insurance (the “AMaximum Amount”), which policies provide the Indemnified Parties with coveragethen, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, the Company shall obtain as much comparable insurance as can be obtained at a cost up to but not exceeding the Maximum Amount. The Surviving Corporation and its Subsidiaries shall (and Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, ) maintain such policies “tail” insurance in full force and effect, effect and continue to honor their respective obligations during the obligations thereunderperiod commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time. (c) In addition Notwithstanding anything herein to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in contrary, if any way limiting or modifying Indemnified Person notifies the obligations of any insurance carrier contemplated by Section 6.7(b))Parent, for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the sixth (6th) anniversary of the Effective Time that a claim, action, suit, proceeding, investigation, arbitration or inquiry (includingwhether arising before, without limitation, in respect of acts at or omissions in connection with this Agreement and after the transactions contemplated herebyEffective Time) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld has been made against or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from involves such Indemnified Party requesting such advance or advances from time to timePerson, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from the Surviving Corporation. In the event any Indemnifiable Claim is asserted or made within such six-year period, all rights to indemnification provisions of this Section 6.7 shall continue in full force and effect with respect to such claim, action, suit, proceeding, investigation arbitration or inquiry until such claim is finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimfinal disposition thereof. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that Parent, the Surviving Corporation or its Subsidiaries (or any of its successors or assigns assigns) (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and or assets to any Person, then and then, in either each such case, proper provision shall be made so that the successors and assigns of Parent, the Surviving Corporation or any of and its successors or assignsSubsidiaries, as the case may beapplicable, shall assume all of the obligations thereof set forth in this Section 6.7. (fe) Without limiting This Section 6.7 shall survive the foregoingconsummation of the Merger and is intended to benefit, and shall be enforceable by, the Surviving Corporation Indemnified Persons and their respective heirs and legal representatives, and shall comply not be terminated or modified in all such a manner as to adversely affect in any material respects with respect any Indemnified Person without the provisions written consent of Article 10 of the Stock Purchase Agreementsuch affected Indemnified Person. The rights provided under this Section 6.7 are in addition to, dated June 18and shall not be deemed to be exclusive of, 2004 (as amended on July 29any other rights to which any Indemnified Person is entitled, 2004whether pursuant to Law, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementContract or otherwise.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for matters occurring existing as of the date of this Agreement in favor of the current or former directors, officers, employees or agents, as the case may be, of the Company or its Subsidiaries, including any person who becomes a director, officer, employee or agent of the Company or its Subsidiaries prior to the Effective Time than (each, together with such person’s heirs, executor or administrators, an “Indemnified Person”), as provided in their respective articles of incorporation, bylaws or other organizational documents, or in any agreement between such Indemnified Person with the Company or any of its Subsidiaries, shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) For a period of six years from and after the Effective Time, each of Parent and the Surviving Corporation shall indemnify, advance expenses to, and hold harmless all Indemnified Persons for all acts or omissions occurring at or prior to the Effective Time (including for avoidance of doubt, this Agreement and the transactions contemplated by this Agreement) to the fullest extent such persons are set forth indemnified and entitled to advancement of expenses as of the date of this Agreement pursuant to agreements between such Indemnified Persons and the Company and its Subsidiaries, pursuant to applicable Law, and pursuant to the Company’s or Subsidiaries’ Articles of Incorporation, bylaws or other organizational documents. (c) The Articles 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 Articles of Incorporation and the Company Bylaws as in effect on the date hereof, which provisions shall will not be amended, repealed or otherwise modified for a period of not less than six years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at or immediately prior to the Effective Time, were directors directors, officers, employees or officers agents of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”)Company, unless such a modification shall be is required by Law. (bd) The From the Effective Time until the sixth anniversary of the Effective time, Parent and the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors, officers, employees or cause agents of the Company occurring prior to be maintained in effect for six years from the Effective Time Time, the existing policy of directors’ and officers’ liability insurance with respect maintained by the Company as of the date of this Agreement in the form delivered by the Company to acts or omissions occurring Parent prior to the Effective Time covering each date of this Agreement (the Indemnified Parties“Existing D&O Policy”), on terms with respect to coverage, amount and advancement of expenses no less favorable than the extent that directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereofcoverage is commercially available; provided, however, that in no event shall 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 not be required to expend pursuant to this Section 6.7(b) pay annual premiums for the Existing D&O Policy (or for any substitute or “tail” policies) in excess of $750,000 (the “Maximum Premium”). In the event any future annual premium more than 250% of premiums for the current annual premium paid by Existing D&O Policy (or any substitute policies) exceed the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amountMaximum Premium, the Surviving Corporation shall maintain be entitled to reduce the amount of coverage of the Existing D&O Policy (or procure, for such six-year period, directors’ and officers’ insurance providing (any substitute or “tail” policies) to the Knowledge amount of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available that can be obtained for an annual a premium equal to that maximum amount. the Maximum Premium. (e) The provisions of the immediately preceding sentence shall this Section 5.9 are intended to be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”in addition to, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force enforce and effecthonor, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify law for a period of six (6) years from the Effective Time, the rights otherwise available to the current directors, officers, employees and hold harmless agents of the Company and its Subsidiaries by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Persons and their Representatives. (and release from any liability to f) In the event the Parent, the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its 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 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 each case, proper provision shall be made so that the successors and assigns of the Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may be, shall assume the obligations set forth in this Section 6.75.9. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Effective Time, the Surviving Corporation Entity shall contain provisions no less favorable with respect to provide exculpation, indemnification and advancement of expenses for matters occurring each Indemnitee, which is at least as favorable in scope and amount to such Indemnitee as the exculpation, indemnification and advancement of expenses provided to such Indemnitee by the Company and the Company Subsidiaries immediately prior to the Effective Time than are set forth in the Company Certificate Charter and the Company Bylaws or each of Incorporation the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) as the case may be, as in effect on the date hereofof this Agreement; provided that such exculpation, which provisions shall not be amended, repealed indemnification and advancement of expenses covers actions or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, omissions at or prior to the Effective Time, were directors including all transactions contemplated by this Agreement. (b) Without limiting or officers being limited by the provisions of Section 6.10(a), during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action, whether civil, criminal, administrative or investigative, to the extent such Action arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, member, trustee, employee or agent of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company Subsidiaries, or (y) this Agreement or any of its Subsidiaries the transactions contemplated hereby, including the Merger; and (eachii) pay in advance of the final disposition of any such Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnitee in connection with enforcing any rights with respect to indemnification) of any Indemnitee without the requirement of any bond or other security, together with but subject to Parent’s and the Surviving Entity’s receipt of an undertaking by or on behalf of such Person’s heirsIndemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, executivesParent or the Surviving Entity (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, administrators delayed or conditioned) and Representatives(ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the “Indemnified Parties”), unless Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such modification shall be required by Lawexpenses theretofore advanced pursuant hereto. (bc) The Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the Effective Time directors’ to, obtain and officers’ liability insurance with respect to acts or omissions occurring prior to fully pay the Effective Time covering each premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than coverage afforded by the Company’s existing directors’ and officers’ liability insurance policies maintained by and the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ Company’s existing fiduciary liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount(collectively, the Surviving Corporation shall maintain or procure“D&O Insurance”), in each case, for such six-year period, directors’ and officers’ insurance providing a claims reporting or discovery period of at least six (to the Knowledge of the Surviving Corporation at the time such insurance is procured, 6) years from and after inquiry the Effective Time with respect to any claim related to any period of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained time at or prior to the Effective Time from an insurer one or insurers which have an insurer financial strength more insurance carriers with the same or better Best’s credit rating by A.M. Best Co. as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions and retentions that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies and with limits of at least liability that are no lower than the limits on the Company’s existing policies as long as the annual premium in the aggregate does not exceed in any one year three hundred percent (300%) of the annual aggregate premium(s) under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “A”, which tail” insurance policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary as of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause (i) the Surviving Corporation to, Entity shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better Best’s credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to provide, or shall cause the Surviving Corporation or any Entity to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorneyIndemnitees who are insured under the Company’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of provides coverage for acts or omissions occurring on at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable in the aggregate than the existing policy of the Company (includingwhich may be provided under Parent’s D&O Insurance policy) or, without limitationif substantially equivalent insurance coverage is unavailable, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation Entity shall not be responsible required to pay an annual premium for the D&O Insurance in excess of (for any amounts paid in settlement of any Indemnifiable Claim without the consent one year) three hundred percent (300%) of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving CorporationEntity shall be obligated to obtain a policy with the greatest coverage available, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this Section 6.10 applies are third-party beneficiaries of this Section 6.10. The provisions of this Section 6.10 shall be liable to for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall pay all reasonable expenses, including reasonable attorney’s attorneys’ fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided in this Section 6.10. (e) The rights of each Indemnitee under this Section 6.10 shall be in addition to any rights such Person or any employee of the Company or any Company Subsidiary may have under the Company Charter, the Company Bylaws or the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of any of the Company Subsidiaries, or the Surviving Entity or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee. 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 policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.7. The obligations of 6.10 is not prior to, or in substitution for, any such claims under any such policies. (f) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the Surviving Corporation under contrary, this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and 6.10 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity 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 in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting 6.10. Parent hereby guarantees the foregoing, payment and performance of the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementEntity’s obligations pursuant to this Section 6.10.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Effective Time, the Surviving Corporation Entity shall contain provisions no less favorable with respect to provide exculpation, indemnification and advancement of expenses for matters occurring each Indemnitee, which is at least as favorable in scope and amount to such Indemnitee as the exculpation, indemnification and advancement of expenses provided to such Indemnitee by the Company and the Company Subsidiaries immediately prior to the Effective Time than are set forth in the Company Certificate Charter and the Company Bylaws or each of Incorporation the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) as the case may be, as in effect on the date hereofof this Agreement; provided that such exculpation, which provisions shall not be amended, repealed indemnification and advancement of expenses covers actions or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, omissions at or prior to the Effective Time, were directors including all transactions contemplated by this Agreement. (b) Without limiting or officers being limited by the provisions of Section 6.10(a), during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action, whether civil, criminal, administrative or investigative, to the extent such Action arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, member, trustee, employee or agent of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company Subsidiaries, or (y) this Agreement or any of its Subsidiaries the transactions contemplated hereby, including the Merger; and (eachii) pay in advance of the final disposition of any such Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnitee in connection with enforcing any rights with respect to indemnification) of any Indemnitee without the requirement of any bond or other security, together with such Person’s heirs, executives, administrators and Representatives, in each case to the “Indemnified Parties”), unless such modification shall be required fullest extent permitted by Law, but subject to Parent’s and the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Entity (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (bc) The Prior to the Effective Time, the Company shall, in consultation with Parent, or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the Effective Time directors’ to, obtain and officers’ liability insurance with respect to acts or omissions occurring prior to fully pay the Effective Time covering each premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than coverage afforded by the Company’s existing directors’ and officers’ liability insurance policies maintained by and the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ Company’s existing fiduciary liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount(collectively, the Surviving Corporation shall maintain or procure“D&O Insurance”), in each case, for such six-year period, directors’ and officers’ insurance providing a claims reporting or discovery period of at least six (to the Knowledge of the Surviving Corporation at the time such insurance is procured, 6) years from and after inquiry the Effective Time with respect to any claim related to any period of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained time at or prior to the Effective Time from an insurer one or insurers which have an insurer financial strength more insurance carriers with the same or better Best’s credit rating by A.M. Best Co. as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions and retentions that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies and with limits of at least liability that are no lower than the limits on the Company’s existing policies as long as the annual premium in the aggregate does not exceed in any one year three hundred percent (300%) of the annual aggregate premium(s) under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “A”, which tail” insurance policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary as of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause (i) the Surviving Corporation to, Entity shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better Best’s credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to provide, or shall cause the Surviving Corporation or any Entity to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorneyIndemnitees who are insured under the Company’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of provides coverage for acts or omissions occurring on at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable in the aggregate than the existing policy of the Company (includingwhich may be provided under Parent’s D&O Insurance policy) or, without limitationif substantially equivalent insurance coverage is unavailable, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation Entity shall not be responsible required to pay an annual premium for the D&O Insurance in excess of (for any amounts paid in settlement of any Indemnifiable Claim without the consent one year) three hundred percent (300%) of the annual premium paid by the Company for such insurance as of the date hereof; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving CorporationEntity shall be obligated to obtain a policy with the greatest coverage available, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this Section 6.10 applies are third-party beneficiaries of this Section 6.10. The provisions of this Section 6.10 shall be liable to for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall pay all reasonable expenses, including reasonable attorney’s attorneys’ fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided in this Section 6.10. (e) The rights of each Indemnitee under this Section 6.10 shall be in addition to any rights such Person or any employee of the Company or any Company Subsidiary may have under the Company Charter, the Company Bylaws or the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of any of the Company Subsidiaries, or the Surviving Entity or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee. 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 policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.7. The obligations of 6.10 is not prior to, or in substitution for, any such claims under any such policies. (f) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the Surviving Corporation under contrary, this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and 6.10 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity 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 in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting 6.10. Parent hereby guarantees the foregoing, payment and performance of the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementEntity’s obligations pursuant to this Section 6.10.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to indemnification and indemnification, advancement of expenses for matters occurring and exculpation by the Company or its Subsidiaries now existing in favor of each Person who is now, or has been at any time prior to the date of the Agreement or who becomes prior to the Effective Time than are set forth an officer or director of the Company or its Subsidiaries (each an “Indemnified Party”) as provided in the Company Certificate Articles and Company Bylaws or similar governing documents of Incorporation the Company’s Subsidiaries, in each case as in effect on the date hereofof this Agreement, which provisions shall not be amended, repealed or otherwise modified for pursuant to any other Contracts in effect on the date of the Agreement and disclosed in Section 6.3(a) of the Company Disclosure Schedule (the “Indemnification Contracts”) (or with respect to Persons who become a period director or officer of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or Company prior to the Effective Time, were directors or officers of in a form substantially similar the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (bIndemnification Contracts) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each (including acts or omissions occurring in connection with this Agreement and the consummation of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained Merger) shall be honored by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of and its Subsidiaries and shall survive the current annual premium paid by the Company for its directors’ Merger and officers’ liability insurance policies shall remain in full force and effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amountin accordance with their terms. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, maintain such policies honor and fulfill in full force and effect, and continue to honor all respects the obligations thereunderof the Company and its Subsidiaries under any and such Indemnification Contracts. (cb) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for For six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by under applicable Law indemnify Law, Parent and hold harmless (the Surviving Corporation and release from any liability successor to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees)shall, and Parent shall cause the Surviving Corporation or its successor to indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, judgments liabilities, fees, expenses, Judgments and fines arising directly or amounts paid indirectly, in settlement (collectively, “Losses”) whole or in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising part out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts actions or omissions in their capacity as such occurring on at or prior to the Effective Time (including, without limitation, in respect of acts or omissions including in connection with the Transactions contemplated by this Agreement), and shall advance and/or reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, Judgments and fines as the same are incurred, subject to the Surviving Corporation’s receipt of an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable Judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written Consent (which Consent shall not be unreasonably withheld, conditioned or delayed). (c) Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective Time, the Company’s current directors and officers an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy as of the date of this Agreement and or, if insurance coverage that is no less favorable is unavailable, the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that the Surviving Corporation shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent three hundred percent (300%) of the Surviving Corporationlast annual premium paid prior to the date of this Agreement or, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorneyif less, the cost of a policy providing coverage on the same terms as the Company’s fees) incurred by or on behalf existing policy as of an Indemnified Party the date of this Agreement; provided, further, that the Company may prior to the Effective Time substitute therefor a single premium tail coverage with respect to D&O Insurance, in connection a form reasonably acceptable to Parent, with an Indemnifiable Claim within 10 days after receipt by it annual cost not in excess of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that three hundred percent (300%) of the last annual premium paid prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed date of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimthis Agreement. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of Parent and the Surviving Corporation under this Section 6.7 6.3 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.3 applies without the consent Consent of such affected Indemnified Party and shall survive the consummation of the Merger, (it being expressly agreed that the Indemnified Parties to whom this Section 6.7 6.3 applies shall be third party beneficiaries of this Section 6.76.3, each of whom may enforce the provisions of this Section 6.3). (e) In the event that the Surviving Corporation 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 in such consolidation or merger or (ii) transfers or licenses all or substantially all of its properties and assets (including Intellectual Property Rights) to any Person, then then, and in either such case, proper provision shall be made so that the each of such successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section 6.7. (f) Without limiting 6.3 to the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 extent of the Stock Purchase Agreementassets transferred to such successor or assign. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, dated June 18whether pursuant to Law, 2004 (as amended on July 29Contract or otherwise. Nothing in this Agreement is intended to, 2004shall be construed to or shall release, the “Company Stock Purchase Agreement”), among the Company, Loews waive or impair any rights to directors’ and the other Persons identified therein, for so long as such provisions remain officers’ insurance claims under any policy that is or has been in effect in accordance existence with the terms of respect to the Company Stock Purchase Agreementor its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.3 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) 8.6.1. The Certificate of Incorporation of Buyer and the Surviving Corporation shall contain provisions no less favorable with respect Acquired Companies agree that all rights to indemnification and indemnification, advancement of expenses and exculpation from liability for matters or in connection with acts or omissions occurring at any time prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect or on the date hereofClosing Date, which provisions shall not be amended, repealed or otherwise modified for a period that now exist in favor of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or Person who prior to or on the Effective TimeClosing Date is or was a current or former director, were directors officer or officers employee of an Acquired Company, or who at the request of an Acquired Company served prior to or any of its Subsidiaries and each person who serves or served on the Closing Date as a director, officer, member, manager, employee, trustee or fiduciary of any trustother entity of any type (each a “D&O Indemnified Person”) provided in the Organizational Documents of an Acquired Company, pension or in any agreement between a D&O Indemnified Person and an Acquired Company set forth on Schedule 8.6.1 (an “Indemnity Agreement”) will survive the Closing and will continue in full force and effect for the six (6) year period following the Closing Date. In furtherance (and not in limitation of) the foregoing, for the six (6) year period following the Closing Date, the Buyer will cause the Acquired Companies to, and the Acquired Companies will (i) not amend, repeal or otherwise modify in any manner that would adversely affect the rights thereunder of any D&O Indemnified Person the provisions with respect to indemnification, advancement of expenses and exculpation from liability in the Organizational Documents of each of the Acquired Companies and (ii) continue in existence each Indemnity Agreement without termination, revocation, amendment or other employee benefit plan modification that would adversely affect the rights thereunder of any D&O Indemnified Person. 8.6.2. On or enterprise or partnership or joint venture of before the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and RepresentativesClosing Date, the Buyer will obtain for the Acquired Companies, and, for a six (6) year period following the Closing Date, the Buyer will cause the Acquired Companies to maintain in effect, with no lapse in coverage, one or more “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain tail” or cause to be maintained in effect for six years from the Effective Time “runoff” directors’ and officers’ liability and employment practices liability insurance with respect to policies covering actual or claimed acts or omissions of any D&O Indemnified Person occurring prior to on or before the Effective Time covering Closing Date, in each of the Indemnified Parties, case on terms with respect to coverage, amount retentions, amounts and advancement other material terms at least as favorable to such D&O Indemnified Persons as those of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance such policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. 8.6.3. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. any Acquired Company (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its successors or assigns assigns) (ia) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (iib) transfers all or substantially all of its properties and assets to any Personother Person (including by dissolution, then liquidation, assignment for the benefit of creditors or similar action), then, and in either each such case, the Buyer will use its commercially reasonable efforts to cause proper provision shall to be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume such other Person fully assumes the obligations set forth in this Section 6.78.6. 8.6.4. In any Action involving a D&O Indemnified Person and one or more other D&O Indemnified Persons, a D&O Indemnified Person shall have the right and obligation to control such D&O Indemnified Person’s defense of the Proceeding, or at the sole election of the D&O Indemnified Person, to tender control of the defense to the Buyer; provided, however, that if all D&O Indemnified Persons do not tender control of the defense to the Buyer, such D&O Indemnified Persons shall reasonably cooperate with each other to retain a single law firm (fand, if reasonable under the circumstances, one local law firm) Without limiting to represent such D&O Indemnified Persons; provided, further, that, if the foregoingD&O Indemnified Persons are unable to agree on a single law firm within thirty (30) days of the filing of such Action, the Surviving Corporation Buyer (or its designee) shall comply have the right to select counsel reasonably acceptable to the D&O Indemnified Persons (which acceptance shall not be unreasonably withheld, conditioned, or delayed) for the defense of such Action; provided, however, that a D&O Indemnified Person shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel) at the Buyer’s expense if (i) a D&O Indemnified Person or such law firm reasonably concludes the use of such law firm to represent such D&O Indemnified Person and any other D&O Indemnified Persons would present such counsel with an actual or potential conflict of interest or other significant divergence of interest, (ii) a D&O Indemnified Person or such law firm reasonably concludes that there may be one or more legal defenses available to such D&O Indemnified Person that are different from or in addition to those available to the other D&O Indemnified Persons, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, it being understood and agreed by the parties that the fewest number of counsels necessary to avoid such conflicts of interest shall be used. In the event that defense of a matter is tendered to the Buyer, all material respects with D&O Indemnified Persons tendering such matter will cooperate in the defense of any such matter, and the Buyer shall not, without the prior written consent of such D&O Indemnified Persons, settle any Action in any manner that would: (A) impose any fine or other obligation on such D&O Indemnified Persons, including an admission of culpability on behalf of such D&O Indemnified Persons; or (B) not include a full release of such D&O Indemnified Persons from all liability in respect of such action, suit or proceeding, which release shall be in form and substance reasonably satisfactory to the D&O Indemnified Persons. In the event that any D&O Indemnified Person controls his or her own defense, the Buyer and the applicable Acquired Company shall not be liable for any settlement effected without such D&O Indemnified Person’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; and provided, further, that the Buyer and the Acquired Companies shall not have any obligation hereunder to such D&O Indemnified Person to the extent that a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such D&O Indemnified Person in the manner contemplated hereby and pursuant to Section 8.6.1 hereof is prohibited by applicable Legal Requirements. 8.6.5. The provisions of Article 10 this Section 8.6 shall survive the Closing. This Section 8.6 shall be for the irrevocable benefit of, and shall be enforceable by, each D&O Indemnified Person and his or her respective heirs, executors, administrators, estates, successors and assigns, and each such Person shall be an express intended third party beneficiary of this Agreement for such purposes. Buyer shall pay, or shall cause the Acquired Companies to pay, as and when incurred by any Person referred to in the immediately preceding sentence, all fees, costs, charges and expenses incurred by such Person in enforcing such Person’s rights under this Section 8.6. Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 8.6 shall not be terminated, revoked, modified or amended in any way so as to adversely affect any Person referred to in the second sentence of this Section 8.6.5 without the written consent of such Person. With respect to any right to indemnification or advancement for actual or claimed acts or omissions occurring prior to or on the Closing Date, each Acquired Company, as applicable, shall be the indemnitor of first resort, responsible for all such indemnification and advancement that any D&O Indemnified Person may otherwise have rights to from any direct or indirect shareholder or equity holder of any of the Stock Purchase AgreementAcquired Companies (or any Affiliate of such shareholder or equity holder) and without right to seek subrogation, dated June 18indemnity or contribution. Each of the Acquired Companies and the Buyer further agrees that no advance or prepayment by any party other than the Acquired Companies as the primary indemnitor on behalf of any D&O Indemnified Person with respect to any claim for which such D&O Indemnified Person has sought indemnification from any of the Acquired Companies shall affect the foregoing and that any such secondary indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all the rights of recovery of the D&O Indemnified Person against the Acquired Companies and the Acquired Companies hereby irrevocably release any such secondary indemnitor from, 2004 (as amended on July 29and irrevocably waive and relinquish any right to assert against any such secondary indemnitor, 2004any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. Each of the Acquired Companies, the “Company Stock Purchase Agreement”), among the Company, Loews Buyer and the other D&O Indemnified Persons identified therein, for so long as such provisions remain in effect in accordance with agree that the terms secondary indemnitors are express third party beneficiaries of the Company Stock Purchase Agreementthis Section 8.6.5.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Acquisition Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or officers claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of any Indemnitee as provided in the articles or certificates of incorporation or By-laws (or comparable organization documents) of the Company or any of its Subsidiaries subsidiaries or Affiliates or in any agreement shall survive the Merger and each person who serves shall continue in full force and effect with respect to such Indemnitee. Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or served omissions by them, in their capacities as a directorsuch at any time prior to the Effective Time, officerto the fullest extent permitted by Legal Requirements and (ii) not amend, member, trustee repeal or fiduciary otherwise modify any provisions of any trust, pension the Company Articles of Incorporation or other employee benefit plan By-laws (or enterprise or partnership or joint venture equivalent organizational documents) of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators subsidiaries as in effect on the date of this Agreement and Representatives, any indemnification agreement of the “Indemnified Parties”), unless such modification shall be required by LawCompany or its subsidiaries or other applicable contract that has been made available to Parent as in effect on the date of this Agreement in any manner that would adversely affect the rights thereunder of any Indemnitees. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from Without limiting the provisions of Section 6.6(a), during the period commencing as of the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, ending on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, Parent, the Surviving Corporation and its subsidiaries will: (i) indemnify, defend and hold harmless each Indemnitee against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer or employee of the Company or any of its subsidiaries or Affiliates; or (B) the Merger, this Agreement and any transactions contemplated hereby; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including reasonable attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.6(b) or elsewhere in this Agreement, neither Parent nor the Surviving Corporation shall (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to claims any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Section 6.6(b) unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising from facts out of such claim, action, suit, proceeding or events that occurred on or before investigation. (c) Prior to the Effective Time, includingthe Company shall or, without limitationif the Company is unable to, in respect Parent shall cause the Surviving Corporation as of the transactions contemplated by this AgreementEffective Time to, on terms with respect to coverage, amount obtain and advancement fully pay the premium for the non-cancellable extension of expenses no less favorable than the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies maintained by and the Company in effect as Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), for a claims reporting or discovery period of at least six (6) years from and after the date hereof. If such prepaid policies have been obtained Effective Time with respect to any claim related to any period of time at or prior to the Effective TimeTime from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies; provided that the premium for such “tail” insurance shall not exceed 300% of the annual premium currently paid by the Company (in which case Parent shall, and shall cause the Surviving Corporation toto obtain as much comparable insurance as available for 300% of the annual premium currently paid by the Company). If the Company or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, (i) the Surviving Corporation shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the fullest extent permitted by applicable Law indemnify and hold harmless coverage provided under the Company’s existing policies as of the date hereof, or (and release from any liability to ii) Parent will provide, or cause the Surviving Corporation or any to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorneyIndemnitees who are insured under the Company’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions provides coverage for events occurring on at or prior to the Effective Time (includingfrom an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, without limitationthat is no less favorable than the existing policy of the Company or, in respect of acts or omissions in connection with this Agreement and if substantially equivalent insurance coverage is unavailable, the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation shall not be responsible required to pay an annual premium for any amounts paid the D&O Insurance in settlement excess of any Indemnifiable Claim without the consent 300% of the Surviving Corporationannual premium currently paid by the Company for such insurance; provided further, which consent shall not be unreasonably withheld that if the annual premiums of such insurance coverage exceed such amount, Parent or delayed. The the Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring at or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this Section 6.6 applies shall be liable third-party beneficiaries of this Section 6.6. The provisions of this Section 6.6 are intended to be for the benefit of each Indemnitee and his or her successors, heirs or representatives. Parent shall pay all reasonable expenses, including reasonable attorney’s attorneys’ fees, that may be incurred by any Indemnified Party Indemnitee in enforcing the indemnity and other obligations provided for in this Section 6.7. 6.6. (e) The obligations rights of each Indemnitee under this Section 6.6 shall be in addition to any rights such person may have under the certificate of incorporation or by-laws of the Company, the Surviving Corporation or any of its subsidiaries, or under any applicable Legal Requirements or insurance policy or under any agreement of any Indemnitee with the Company or any of its subsidiaries. (f) Notwithstanding anything contained in Section 9.1 or Section 9.6 hereof to the contrary, this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and 6.6 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Corporation and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.76.6. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Following the Effective Time, Cal Dive and the Surviving Company shall (i) jointly and severally indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (A) without limitation to subclause (B) below, 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 its Amended and Restated Certificate of Incorporation of and By-Laws and indemnification agreements, if any, in existence on the Surviving Corporation shall contain provisions no less favorable with respect date hereof with, or for the benefit of, any such individuals and (B) without limitation to indemnification and advancement of expenses subclause (A) above, to the fullest extent permitted by law, in each case for matters acts or omissions occurring at or prior to the Effective Time than are set forth (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) and (ii) include and cause to be maintained in effect in the certificate of formation and limited liability company agreement of the Surviving Company Certificate of Incorporation as in effect on (or any successor to the date hereof, which provisions shall not be amended, repealed or otherwise modified Surviving Company) for a period of six years after the Effective Time, provisions regarding elimination of liability of directors or managers, indemnification of officers, directors, managers, and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current Amended and Restated Certificate of Incorporation and By-Laws of the Company. After the Effective Time, Cal Dive shall cause the Surviving Company to obtain and fully pay (up to a maximum aggregate cost not to exceed $1,000,000 for such six-year period) for “tail” insurance policies (including Side A coverage for such covered individuals) 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 the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in any manner that would affect adversely an amount and scope at least as favorable as the rights thereunder of individuals who, Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ obligations of Cal Dive and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 5.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party indemnitee to whom this Section 5.6 applies without the prior written consent of such Indemnified Party and shall survive the consummation of the Merger, affected indemnitee (it being expressly agreed that the Indemnified Parties indemnitees to whom this Section 6.7 5.6 applies shall be third third-party beneficiaries of this Section 6.75.6). (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Acquisition Sub agree that all rights to indemnification exculpation, indemnification, contribution and advancement of expenses for matters facts, events, acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated hereby), now existing in favor of the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee officer or fiduciary employee of any trust, pension (or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries in a comparable role with) another Person (each, together with such Person’s heirs, executives, administrators and Representatives, the “D&O Indemnified Parties”), unless as the case may be, in each case, as provided in the respective organizational documents of the Company or its Subsidiaries or any indemnification or similar agreements as of the date of this Agreement, shall survive the acceptance of Shares for payment pursuant to the Offer and the Merger and shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such modification rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or comparable) liability that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the date of this Agreement, which provisions thereafter shall not, for a period of at least six (6) years from the Effective Time, be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the D&O Indemnified Parties except as required by applicable Law. (b) The Without limiting the foregoing, Parent shall (and Parent shall cause the Surviving Corporation shall maintain to) (i) indemnify, defend, hold harmless and advance expenses to the D&O Indemnified Parties with respect to all facts, events, acts or cause omissions by them in their capacities as such at any time prior to be maintained in effect for six years from and including the Effective Time directors(including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that the Company or its Subsidiaries would be permitted by applicable Law; and (ii) pay in advance of the final disposition of any Action against any D&O Indemnified Party the expenses (including reasonable attorneys’ fees) of any D&O Indemnified Party upon receipt, if required by the DGCL, the Surviving Corporation’s organizational documents or any applicable indemnification agreement, of a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that such D&O Indemnified Party is not permitted to be indemnified under applicable Law. Notwithstanding anything to the contrary contained in this Section 6.6(b) or elsewhere in this Agreement, Parent shall not (and officers’ liability insurance Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to acts any Action to which any D&O Indemnified Parties are parties, unless such settlement, compromise, consent or omissions occurring prior to the Effective Time covering each termination includes an unconditional release of all of the D&O Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained Parties covered by the Company in effect as Action from all liability arising out of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(bsuch Action. (c) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of For at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its other Subsidiaries to, maintain in full force and effect the coverage provided by the existing directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance in effect as of the Closing Date and maintained by the Company or any of its Subsidiaries (which insurance coverage shall be substantially the same as in effect as of the date of this Agreement), as applicable (the “Existing D&O Insurance Policies”), or provide substitute policies (with insurance carriers having an A.M. Best financial strength rating of least an “A”) for the Company and the D&O Indemnified Parties who are covered by such policies Existing D&O Insurance Policies, in either case, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated hereby (provided that Parent or the Surviving Corporation, as applicable, shall not be required to pay an annual premium for such insurance in excess of three hundred fifty percent (350%) of the aggregate annual premium currently paid by the Company or any of its Subsidiaries for the Existing D&O Insurance Policies (the “Maximum Amount”), but in such case shall purchase as much of such coverage as possible for such amount). In lieu of such insurance, prior to the Effective Time, the Company may purchase prepaid, non-cancellable six (6)-year “tail” directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance (“Tail Coverage”), effective as of the Effective Time, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated hereby (provided that the premium for such Tail Coverage shall not exceed the Maximum Amount), and Parent shall cause the Surviving Corporation (or its applicable Subsidiaries) to maintain such Tail Coverage in full force and effect, without any modification, and continue to honor the obligations thereunder. (c) In addition , in which event Parent shall cease to have any obligations under the other rights provided for in first sentence of this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b6.6(c)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that Parent, the Surviving Corporation Corporation, any of the Company’s Subsidiaries or any of its their successors or assigns shall (i) consolidates consolidate with or merges merge or amalgamate into any other Person and shall not be the continuing or surviving corporation company or entity in of such consolidation consolidation, merger or merger amalgamation or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then then, and in either each such case, Parent shall cause proper provision shall to be made so that the successors successor and assigns assign of Parent, the Surviving Corporation Corporation, any such Subsidiary or any all or substantially all of its successors or assignstheir properties and assets, as the case may be, shall assume assumes the obligations set forth in this Section 6.76.6. (e) The D&O Indemnified Parties are third-party beneficiaries of this Section 6.6. The provisions of this Section 6.6 shall survive the Merger and are intended to be for the benefit of, and enforceable by, each D&O Indemnified Party and his or her successors, heirs or representatives. The Surviving Corporation shall pay all reasonable expenses, including reasonable, documented attorneys’ fees, that may be incurred by any D&O Indemnified Party in enforcing its indemnity and other rights under this Section 6.6. The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other applicable rights such D&O Indemnified Party may have under the respective organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, applicable Law or otherwise. (f) Without limiting Notwithstanding anything herein to the foregoingcontrary, if any claim (whether arising before, at or after the Surviving Corporation shall comply in all material respects with Closing) is made against any of the D&O Indemnified Parties on or prior to the sixth (6th) anniversary of the Closing Date, the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain this Section 6.6 shall continue in effect in accordance with until the terms final disposition of the Company Stock Purchase Agreementsuch claim.

Directors’ and Officers’ Indemnification and Insurance. 7.1 From and after the Effective Date, the Acquirer shall procure that the Company and each member of the Group, to the fullest extent permitted by applicable Law: (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable indemnify, defend and hold harmless any D&O Party against any Liability arising in connection with respect or in relation to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation such D&O Party’s position as in effect on the date hereofa director, which provisions shall not be amended, repealed manager or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers officer of the Company or any of its Subsidiaries and each person who serves subsidiaries at least to the extent such D&O Indemnified Party is indemnified immediately prior to the Effective Date pursuant to the Articles or served as a director, officer, member, trustee or fiduciary any deed of any trust, pension indemnity or other employee benefit plan or enterprise or partnership or joint venture of agreement between such D&O Indemnified Party and the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law.subsidiaries; and (b) The Surviving Corporation shall maintain or cause to be maintained in effect for a period of six years from after the Effective Time Date, (i) if available, the policies of directors’ and officers’ liability insurance with respect to acts maintained by the Company or omissions occurring any of its subsidiaries immediately prior to the Effective Time covering each Date for the benefit of any D&O Party or (ii) to provide substitute policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the D&O Parties when compared to the insurance maintained by the Company and its subsidiaries as of the Indemnified Parties, on terms with respect to coverage, amount and advancement date of expenses no less favorable than this Agreement); or (c) obtain as of the Effective Date “tail” directors’ and officers’ liability insurance policies with a claims period of six years from the Effective Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the D&O Parties when compared to the insurance maintained by the Company in effect and its subsidiaries as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to of this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective TimeAgreement, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring events which occurred on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable ClaimDate. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. 7.2 The obligations of the Surviving Corporation Acquirer and the Company and its subsidiaries under this Section 6.7 Clause 7.1 shall not be terminated terminated, amended or modified in such a any manner so as to materially adversely affect any Indemnified D&O Party (including such person’s successors, heirs and legal representatives) to whom Clause 7.1 applies without the written consent of such Indemnified affected D&O Party and shall survive the consummation of the Merger, (it being expressly agreed that the Indemnified D&O Parties to whom this Section 6.7 Clause 7.1 applies shall be third party beneficiaries of this Section 6.7Clause 7 shall be enforceable by such D&O Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of the Acquirer and the Company and its subsidiaries). (e) In 7.3 If, following the event that Effective Date, the Surviving Corporation Company or any of its subsidiaries, or any of their respective successors or assigns assigns: (i) consolidates with or merges into any other Person corporation or entity and shall is not be the continuing or surviving corporation or entity in of such consolidation or merger merger; or (ii) transfers all or substantially all of its properties and assets to any Personperson, then then, and in either each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation Company or any of its subsidiaries or any of their respective successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section 6.7Clause 7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 7.4 The rights of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, D&O Parties under this Clause 7 shall be in addition to any rights such D&O Parties may have under the “Company Stock Purchase Agreement”), among the Company, Loews and the articles of association or other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms comparable organisational documents of the Company Stock Purchase or any of its subsidiaries, or under any applicable Law, and the Acquirer shall, and shall cause the Company and each of its subsidiaries to, honour and perform under all indemnification agreements entered into by the Company or any of its subsidiaries, as applicable, as in effect on the date of this Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation Any indemnification and exculpation provisions of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification Company’s or any Company Subsidiary’s certificate of incorporation and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation By-laws or similar organizational documents as in effect on as of the date hereof, which provisions hereof shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time Closing Date in any manner that would adversely affect adversely the rights thereunder of individuals who, who at or prior to the Effective TimeClosing were directors, were directors officers or officers employees of the Company or any of its Subsidiaries Subsidiaries; provided, however, that all rights to indemnification in respect of any Proceeding pending or asserted within such period shall continue until the disposition or resolution of such Proceeding. From and after the Closing, Parent will assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and will cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.9, without limit as to time. (b) Each of Parent and the Surviving Corporation will, to the fullest extent permitted by Applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each present and former director, officer or employee of the Company and each person Person who serves or served as a director, officer, member, trustee or fiduciary of any another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, “Indemnified Persons”) against any costs or partnership or joint venture expenses (including advancing attorneys’ fees and expenses in advance of the Company final disposition of any Proceeding), arising out of, relating to or in connection with any of its Subsidiaries action or omission occurring or alleged to have occurred at or before the Closing (each, together including acts or omissions in connection with such Person’s heirsPersons serving as an officer, executivesdirector or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or the Merger. In the event of any such Proceeding, administrators Buyer and Representatives, the “Company shall cooperate with such Indemnified Parties”), unless Person in the defense of any such modification shall be required by LawProceeding. (bc) The Surviving Corporation shall maintain or For a period of six (6) years after the Closing Date, Parent will cause to be maintained in effect for six years from the Effective Time current policies of directors’ and officers’ liability insurance (“D&O Insurance”) maintained for the benefit of the Company, its current and former directors and officers (or third-party policies of at least the same coverage and amounts containing terms and conditions that are in other respects not materially less advantageous to the Indemnified Persons, and which coverage and amounts shall be no less than the coverage and amounts provided at that time for Parent’s directors and officers) with respect to acts matters arising on or omissions occurring prior to before the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereofClosing; provided, however, that in no event Parent shall the Surviving Corporation not be required to expend pursuant to this Section 6.7(b) for any pay annual premium more than premiums in excess of 250% of the current last annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of prior to the date hereof; provided further, however, that, if hereof (the amount of which premium is set forth in Section 5.9(c) of the annual premium necessary to maintain or procure Company Disclosure Letter), but in such insurance case shall purchase as much coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, as reasonably practicable for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (cd) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b))event Parent, for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its 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 in such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the 5.9. The provisions of Article 10 this Section 5.9 shall survive the consummation of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews Merger and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms expressly are intended to benefit each of the Company Stock Purchase AgreementIndemnified Persons. Parent will pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 5.9.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring at or prior to the Parent Merger Effective Time, whether asserted or claimed prior to, at or after the Parent Merger Effective Time than are set forth (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Certificate Charter or the Company Bylaws or each of Incorporation the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date hereofof this Agreement and listed in the Company Disclosure Letter shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to) (i) indemnify, which provisions shall defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Parent Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement and listed in the Company Disclosure Letter, or (z) applicable Law, and (ii) not be amendedamend, repealed repeal or otherwise modified for a period of six years from the Effective Time modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect adversely the rights thereunder of individuals whoany Indemnitees. (b) Without limiting the provisions of Section 6.9(a), at or prior to during the period commencing as of the Parent Merger Effective Time and ending on the sixth (6th) anniversary of the Parent Merger Effective Time, were directors Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to): (i) indemnify and hold harmless each Indemnitee against and from any costs or officers expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, member, trustee or employee of the Company or any of its Subsidiaries the Company Subsidiaries, or (y) this Agreement and each person who serves or served as a directorany of the transactions contemplated hereby, officer, member, trustee or fiduciary including the Mergers; and (ii) pay in advance of the final disposition of any trustsuch claim, pension action, suit, proceeding or other employee benefit plan investigation the expenses (including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or enterprise on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section 6.9(b) or partnership elsewhere in this Agreement, neither Parent nor the Surviving Entity shall (and Parent shall cause the Surviving Entity not to) settle or joint venture compromise or consent to the entry of the Company any judgment or otherwise seek termination with respect to any of its Subsidiaries (eachclaim, together with such Person’s heirsaction, executivessuit, administrators and Representatives, the “Indemnified Parties”), proceeding or investigation for which indemnification may be sought under this Section 6.9(b) unless such modification settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by any Indemnitee. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Entity (i) shall not be required liable for any settlement effected without their prior written consent and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (bc) The Prior to the Parent Merger Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the Parent Merger Effective Time directors’ to, obtain and officers’ liability insurance with respect to acts or omissions occurring prior to fully pay the Effective Time covering each premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies maintained by and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case, for a claims reporting or discovery period of at least six (6) years from and after the Parent Merger Effective Time with respect to any claim related to any period of time at or prior to the Parent Merger Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies and with policy limits no less than the limits on the Company’s existing policies as long as the annual premium does not exceed 300% of the annual premium under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “tail” insurance policies as of the Parent Merger Effective Time, (i) the Surviving Entity shall continue to maintain in effect effect, for a period of at least six (6) years from and after the Parent Merger Effective Time, the D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall provide, or shall cause the Surviving Entity to provide, for a period of not less than six (6) years after the Parent Merger Effective Time, the Indemnitees who are insured under the Company’s D&O Insurance with comparable D&O Insurance that provides coverage for events occurring at or prior to the Parent Merger Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable than the existing policy of the Company (which may be provided under Parent’s D&O Insurance policy) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that in no event shall Parent and the Surviving Corporation Entity shall not be required to expend pursuant to this Section 6.7(b) for any pay an annual premium more than 250for the D&O Insurance in excess of 300% of the current annual premium currently paid by the Company for its directors’ such insurance; and officers’ liability insurance policies in effect as of the date hereof; provided provided, further, however, that, that if the amount annual premiums of the annual premium necessary to maintain or procure such insurance coverage exceeds exceed such maximum amount, Parent or the Surviving Corporation Entity shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (be obligated to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) obtain a policy with the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Timeavailable, with respect to claims arising from facts or events that occurred on or before matters occurring prior to the Parent Merger Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If for a cost not exceeding such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this Section 6.9 applies shall be liable third party beneficiaries of this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided for in this Section 6.7. 6.9. (e) The obligations rights of the Surviving Corporation each Indemnitee under this Section 6.7 6.9 shall be in addition to any rights such person or any employee of the Company or any Company Subsidiary may have under the Company Charter, the Company Bylaws or the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of any of the Company Subsidiaries, or the Surviving Entity or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee or any employee with the Company or any of the Company Subsidiaries listed in Section 4.12(a)(iv) of the Company Disclosure Letter (each, an “Existing Indemnification Right”). To the extent of any conflict between an Existing Indemnification Right and the rights granted to Indemnitees pursuant to this Section 6.9, the provision or provisions more favorable to the Indemnitee shall control. (f) Any Indemnitee wishing to claim indemnification under this Section 6.9, upon learning of any such indemnifiable claim, shall promptly notify the Surviving Entity thereof, but the failure to so notify shall not relieve Parent or the Surviving Entity of any liability it may have to such Indemnitee, except to the extent such failure materially prejudices the Surviving Entity. In the event of any such threatened or actual indemnifiable claim (whether asserted or arising at or before or after the Parent Merger Effective Time), (A) Parent or the Surviving Entity shall have the right to assume the defense thereof, with counsel reasonably acceptable to the Indemnitee (which acceptance shall not be terminated unreasonably withheld, delayed or modified conditioned), and Parent and the Surviving Entity shall not be liable to such Indemnitee for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnitee in connection with the defense thereof, except that if Parent or the Surviving Entity elects not to assume such defense, or counsel for the Indemnitee advises that there are issues that raise conflicts of interest between Parent or the Surviving Entity and the Indemnitee, the Indemnitee may retain counsel satisfactory to him or her, and Parent or the Surviving Entity shall pay all documented fees and expenses of such counsel for the Indemnitee within twenty (20) Business Days after statements therefor are received; provided, however, that Parent and the Surviving Entity shall be obligated pursuant to this paragraph (f) to pay for only one firm of counsel for all Indemnitees in connection with an indemnifiable claim (selected by a majority of the applicable Indemnitees) in any jurisdiction except to the extent that any two or more Indemnitees have a conflict of interest in such claim, and (B) the Company and, after the Parent Merger Effective Time, the Surviving Entity shall (and Parent shall cause the Surviving Entity to) promptly pay expenses in advance of the final disposition of any such threatened or actual claim to each Indemnitee to the fullest extent permitted by applicable Law, subject to the receipt of an undertaking by such Indemnitee to repay such expenses if it is ultimately determined that such Indemnitee is not entitled to be indemnified; provided, however, that neither the Company nor the Surviving Entity shall be liable for any settlement effected without its prior written consent (which prior written consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Company and the Surviving Entity shall have no obligation hereunder to any Indemnitee when and if a manner as to adversely affect any Indemnified Party without the consent court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by them of such Indemnified Party and Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (g) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the contrary, this Section 6.9 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Mergers indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting 6.9. The parties acknowledge and agree that Parent guarantees the foregoing, payment and performance of the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementEntity’s obligations pursuant to this Section 6.9.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Company Merger Effective Time, the Surviving Corporation Company shall contain provisions no less favorable with respect to provide exculpation, indemnification and advancement of expenses for matters occurring each Indemnitee, which is at least as favorable in scope and amount to such Indemnitee as the exculpation, indemnification and advancement of expenses provided to such Indemnitee by the Company and the Company Subsidiaries immediately prior to the Company Merger Effective Time than are set forth in the Company Certificate Charter or the Company Bylaws or each of Incorporation the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents), as in effect on the date hereofof this Agreement; provided that such exculpation, which provisions shall not be amended, repealed indemnification and advancement of expenses covers actions or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, omissions at or prior to the Company Merger Effective Time, were directors including all transactions contemplated by this Agreement. (b) Without limiting the provisions of Section 6.10(a), during the period commencing as of the Company Merger Effective Time and ending on the sixth (6th) anniversary of the Company Merger Effective Time, Parent and the Surviving Company shall (and Parent shall cause the Surviving Company to): (i) indemnify, defend and hold harmless each Indemnitee against and from any fees, costs or officers expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action, whether civil, criminal, administrative or investigative, to the extent such Action arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner or member of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company Subsidiaries, or (y) this Agreement or any of its Subsidiaries the transactions contemplated hereby, including the Mergers; and (eachii) pay in advance of the final disposition of any such Action the reasonable expenses (including reasonable attorneys’ fees and expenses incurred by any Indemnitee in connection with enforcing any rights with respect to indemnification) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, together with Parent or the Surviving Company (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such Personindemnification is prohibited by applicable Law, in which case the Indemnitee shall promptly refund to Parent or the Surviving Company the amount of all such expenses theretofore advanced pursuant hereto. (c) Parent shall cause the Surviving Company to maintain the Company’s heirs, executives, administrators officers’ and Representativesdirectors’ liability insurance policies (accurate and complete copies of which have been previously provided to Parent) in effect on the date hereof (collectively, the “Indemnified PartiesD&O Insurance”), unless ) for a period of not less than six (6) years after the Closing Date; provided that the Surviving Company may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous in any material respect to such modification shall be required by Law. (b) The Surviving Corporation shall maintain former directors or cause to be maintained officers so long as such substitution does not result in effect for six years from the Effective Time directors’ and officers’ liability insurance gaps or lapses of coverage with respect to acts or omissions matters occurring prior to the Company Merger Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereofTime; provided, however, provided further that in no event shall Parent or the Surviving Corporation Company be required to expend pursuant to this Section 6.7(b) for any pay annual premium premiums in the aggregate of more than an amount equal to 250% of the current annual premium premiums paid by the Company for its directors’ and officers’ liability such insurance policies in effect as of (the date hereof“Maximum Premium”), to maintain or procure insurance coverage pursuant hereto; provided further, however, that, further that if the amount of the annual premium premiums necessary to maintain or procure such insurance coverage exceeds such maximum amountthe Maximum Premium, Parent and the Surviving Corporation Company shall procure and maintain or procure, for such six-year periodperiod as much coverage as can be reasonably obtained for the Maximum Premium. Parent shall have the option to cause coverage to be extended under the Company’s D&O Insurance by obtaining a six-year “tail” policy or policies on terms and conditions no less advantageous in any material respect than the Company’s existing D&O Insurance, directors’ and officers’ insurance providing (subject to the Knowledge of limitations set forth in the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for provisos above in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees6.10(c), and all losses, claims, damages, judgments such “tail” policy or amounts paid in settlement (collectively, “Losses”) in respect policies shall satisfy the provisions of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”Section 6.10(c); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable Any Indemnitee wishing to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in claim indemnification under this Section 6.7. The 6.10, upon learning of any claim, action, proceeding or investigation described above, shall promptly notify the Surviving Company thereof in writing; provided that the failure to so notify the Surviving Company shall not affect the indemnification obligations of the Surviving Corporation Company under this Section 6.7 shall not be terminated or modified in 6.10, except to the extent such a manner as failure to adversely affect any Indemnified Party without notify prejudices the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties Surviving Company. (e) The Indemnitees to whom this Section 6.7 6.10 applies shall be third third-party beneficiaries of this Section 6.76.10. The provisions of this Section 6.10 are intended to be for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. (ef) In the event that Parent or the Surviving Corporation Company or any of its their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCompany, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.76.10. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect Parent and Merger Sub agree that all rights to exculpation and indemnification and advancement of expenses for matters acts or omissions occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors whether asserted or officers claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the Company current or any of its Subsidiaries and each person who serves former directors, officers or served employees, as a directorthe case may be, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”) as provided in the Company Certificate, the Company Bylaws (or equivalent organizational documents of any of the Company’s Subsidiaries) or in any agreement set forth on Section 6.04(a) of the Company Disclosure Schedule and a copy of which have been made available to Parent (an “Indemnity Agreement”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained each as in effect for on the date of this Agreement, shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of not less than six years from after the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified PartiesTime, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event Parent shall cause the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ indemnify, defend and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procuredhold harmless, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal advance expenses to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts all acts or events that occurred on or before the Effective Time, including, without limitation, omissions by them in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect their capacities as of the date hereof. If such prepaid policies have been obtained at any time prior to the Effective Time, Parent shallto the fullest extent provided by: (i) the Company Certificate, the Company Bylaws (or equivalent organizational documents of the Company’s Subsidiaries) as in effect on the date of this Agreement; and (ii) any Indemnity Agreement between any such Indemnified Party, on the one hand, and shall cause the Surviving Corporation toCompany or any of its Subsidiaries, maintain such policies on the other hand, as in full force and effect, and continue to honor effect on the obligations thereunderdate of this Agreement. (cb) In addition to Without limiting the other rights provided for in this provisions of Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)6.04(a), for six years from and after the Effective Time, Parent shall cause the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to shall guarantee the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated 6.04(b)), in the same manner as provided by the Company immediately prior to the date hereof: (i) indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, each Indemnified Party from and against any costs or modified expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement (including, in each case, any interest or assessments thereon) in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manner as director, officer or employee of the Company or any of its Subsidiaries prior to adversely affect the Effective Time; or (B) the Merger, this Agreement, the APA and any transactions contemplated hereby or thereby; and (ii) pay (within 30 days following any request for advancement) the expenses (including reasonable attorneys’ fees) of any Indemnified Party without the consent incurred in connection with any such claim, action, suit, proceeding or investigation upon receipt of an undertaking by or on behalf of such Indemnified Party and to repay such amount if it shall survive ultimately be determined that such Indemnified Party is not entitled to be indemnified, in each case, to the consummation extent that such persons are indemnified or have the right to advancement of expenses as of the Mergerdate of this Agreement by the Company or any of its Subsidiaries pursuant to the Company Certificate, it being expressly agreed the Company Bylaws, the equivalent organizational documents of any of the Company’s Subsidiaries or any Indemnity Agreement. Notwithstanding the foregoing, the Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (c) Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than six years after the Effective Time, the Indemnified Parties who are insured under the Company’s directors’ and officers’ insurance and indemnification policy with an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the existing policy of the Company; provided that Parent and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium paid as of the date hereof by the Company for such insurance; provided, further, that if the annual premiums of such insurance coverage at any time exceed such amount, Parent or the Surviving Corporation shall obtain a policy which, in its good faith determination, provides the greatest coverage available for a cost not exceeding such amount. Notwithstanding anything in this Agreement to the contrary, the Company may and at Parent’s request shall purchase a “tail” directors’ and officers’ insurance and indemnification policy; provided that payment for each year of insurance coverage provided by such “tail” directors’ and officers’ insurance policy shall not exceed 300% of the annual premium paid as of the date hereof by the Company. Any such “tail” directors’ and others’ insurance policy will satisfy Parent’s obligations under this Section 6.04(c) to provide D&O Insurance. (d) The Indemnified Parties to whom this Section 6.7 6.04 applies shall be third party beneficiaries of this Section 6.76.04. The provisions of this Section 6.04 are intended to be for the benefit of each Indemnified Party and his or her successors, heirs and representatives. (e) This Section 6.04 shall survive the consummation of the Merger and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation and its Subsidiaries, and shall be enforceable by the Indemnified Parties and their successors, heirs or representatives. In the event that Parent, the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that such other person or the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may be, shall assume the succeed to its obligations set forth in this Section 6.76.04. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to (i) each indemnification agreement currently in effect between the Company and each person who is or was a director or officer of the Company at or prior to the Effective Time and (ii) any indemnification provision under the Company's Restated Certificate of Incorporation and Bylaws as each is in effect on the date hereof (the persons to be indemnified pursuant to the agreements or provisions referred to in clauses (i) and (ii) of this Section 5.12(a) shall be referred to as, collectively, the "Indemnified Parties"). The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain the provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are exculpation from liability set forth in the Company Company's Certificate of Incorporation as in effect and Bylaws on the date hereofof this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from after the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers any Indemnified Party. Section 5.12(a) of the Company or any Disclosure Schedule sets forth a list of all indemnification agreements between the Company and its directors and officers. In addition to the foregoing, Parent shall guarantee the Surviving Corporation's performance of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”obligations pursuant to this Section 5.12(a), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect not terminate for six years from the Effective Time the Company's directors’ ' and officers’ ' liability insurance with respect to acts or omissions occurring in effect immediately prior to the Effective Time covering each of Time. Prior to the Indemnified PartiesEffective Time, on terms with respect the Company shall purchase a six-year "runoff" addition to coverage, amount and advancement of expenses no less favorable than the its existing directors’ ' and officers’ ' liability insurance policies maintained by policy (the Company in effect as "Runoff Policy"), the cost of the date hereofwhich Runoff Policy shall not exceed $700,000; provided, however, that if (i) Parent's directors' and officers' liability insurance policy in effect at the Effective Time ("Parent's Policy") provides coverage no event shall less favorable to the Surviving Corporation Company's directors and officers than the coverage that would be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid provided by the Runoff Policy and (ii) Parent causes Parent's Policy to cover all persons who would be covered by the Runoff Policy, then the Company shall not purchase the Runoff Policy. If the Company does not purchase the Runoff Policy, then for its directors’ and officers’ liability insurance policies in effect as of six years from the date hereof; provided furtherEffective Time, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, neither Parent nor the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (reduce the coverage provided by Parent's Policy to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall any person who would be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained covered by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunderRunoff Policy. (c) In addition to the other rights provided for in this Section 6.7 Parent and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify jointly and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable severally agree to pay all reasonable expenses, including reasonable attorney’s attorneys' fees, that may be incurred by any the Indemnified Party Parties in successfully enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this 5.11. (d) This Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that is intended to benefit the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that Company, 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 in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personeach indemnified party, then and in either such case, proper provision shall be made so that the binding, jointly and severally, on all successors and assigns of the Surviving Corporation or any of its successors or assignsand Parent, as and shall be enforceable by the case may be, shall assume the obligations set forth in this Section 6.7indemnified parties. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of [Reserved]; (b) Parent shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as maintain in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified (i) in its certificate of incorporation and bylaws for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were the current provisions (or provisions which are, in the aggregate, substantially similar in the aggregate to the current provisions) regarding elimination of liability of directors or officers and indemnification of, and advancement of expenses to, officers, directors and employees contained in the certificate of incorporation and bylaws of the Company or any and (ii) for a period of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of six years after the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and RepresentativesEffective Time, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time current policies of directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ fiduciary liability insurance policies maintained by the Company (provided, that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in effect as of the date hereofaggregate, 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 the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for in any annual premium more than 250one year an amount in excess of 200% of the current annual premium paid by the Company for its directors’ and officers’ liability such insurance policies in effect as of at the date hereofEffective Time; provided and, provided, further, however, that, that if the amount annual premiums of the annual premium necessary to maintain or procure such insurance coverage exceeds exceed such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (be obligated to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) obtain a policy with the greatest coverage then available for an annual premium equal to that maximum a cost not exceeding such amount. . (c) The provisions Surviving Corporation shall honor and fulfill in all respects the obligations of the immediately preceding sentence shall be deemed Company pursuant to have been satisfied if prepaid policies have been obtained prior indemnification agreements and employment agreements (the parties under such agreements being referred to as the “Covered Persons”) set forth on Section 5.6(c) of the Company Disclosure Schedule with the Company’s directors and officers existing at or before the Effective Time. (d) Notwithstanding any time limit herein to the Effective Time from an insurer contrary, if any claim, action, proceeding or insurers which have an insurer financial strength rating by A.M. Best Co. of investigation (whether arising before, at least “A”, which policies provide the Indemnified Parties with coverage, from or after the Effective Time Time) is made against each present (as of the Effective Time) or former officer, director or employee of the Company and its Subsidiaries (the “D&O Indemnified Persons”) on or prior to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries provisions of this Section 6.75.6 (without regard to any such time limit) shall continue in effect until the final disposition of such claim, action, proceeding or investigation. (e) In the event that Parent or the Surviving Corporation or any of its 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 in of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and or assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may be, shall assume succeed to the obligations set forth in this Section 6.75.6. (f) Without limiting This Section 5.6 shall survive the foregoingconsummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation Corporation, the D&O Indemnified Persons and the Covered Persons, shall comply in be binding on all material respects with the provisions of Article 10 successors and assigns of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, Surviving Corporation and shall be enforceable by the “Company Stock Purchase Agreement”), among the Company, Loews D&O Indemnified Persons and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementCovered Persons.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of For not less than six (6) years after the Effective Time, Parent and the Surviving Corporation shall contain provisions no less favorable (and Parent shall cause the Surviving Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnified Parties with respect to indemnification and advancement of expenses for matters occurring all acts or omissions by them in their capacities as such at any time prior to the Effective Time than are set forth in Time, to the fullest extent required by: (x) the Company Certificate of Incorporation or the Company By-laws (or equivalent organizational or governing documents of any Company Subsidiary or Affiliate of the Company as in effect on the date hereofof this Agreement) and (y) any indemnification agreement of the Company or any Company Subsidiary or other applicable contract as in effect on the date of this Agreement, which provisions shall and (ii) not be amendedamend, repealed repeal or otherwise modified for a period of six years from the Effective Time modify any such provisions referenced in subsections (i)(x) and (y) above in any manner that would adversely affect adversely the rights thereunder of individuals who, at or prior any Indemnified Parties. (b) Prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a directorshall or, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of if the Company or any of its Subsidiaries (eachis unable to, together with such Person’s heirs, executives, administrators and Representatives, Parent shall cause the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ ' and officers’ ' liability coverage of the Company's existing directors' and officers' insurance policies and the Company's existing fiduciary liability insurance policies (collectively, the "D&O Insurance"), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to acts any claim related to any period of time at or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer insurance carrier with the same or insurers which have better credit rating as the Company's current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company's existing policies, for an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide aggregate amount not to exceed eighteen times the Indemnified Parties with coverage, from the Effective Time last annual premium paid prior to the sixth anniversary date of this Agreement for the D&O Insurance. If the Company or the Surviving Corporation for any reason fails to obtain such "tail" insurance policies as of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause (i) the Surviving Corporation to, shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall D&O Insurance in place as of the date hereof with the Company's current insurance carrier or with an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the fullest extent permitted by applicable Law indemnify and hold harmless coverage provided under the Company's existing policies as of the date hereof, or (and release from any liability to ii) Parent will provide, or cause the Surviving Corporation or any to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to who are insured under the fact Company's D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions provides coverage for events occurring on at or prior to the Effective Time (includingfrom an insurance carrier with the same or better credit rating as the Company's current insurance carrier, without limitationthat is no less favorable than the existing policy of the Company or, in respect of acts or omissions in connection with this Agreement and if substantially equivalent insurance coverage is unavailable, the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation shall not be responsible required to pay an annual premium for any amounts paid such insurance in settlement excess of any Indemnifiable Claim without the consent three hundred percent (300%) of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that last annual premium paid prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from date of this Agreement for 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable ClaimD&O Insurance. (dc) The Surviving Corporation Indemnified Parties to whom this Section 6.12 applies shall be liable third party beneficiaries of this Section 6.12. The provisions of this Section 6.12 are intended to be for the benefit of and shall be enforceable by each Indemnified Party and his or her successors, heirs or representatives. Parent shall pay all reasonable expenses, including reasonable attorney’s attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. 6.12. (d) The obligations rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such person may have under the certificate of incorporation or bylaws of the Company, the Surviving Corporation or any of Company Subsidiary, or under this Section 6.7 shall not be terminated any applicable Law or modified in such a manner as to adversely affect under any agreement of any Indemnified Party without with the consent of such Indemnified Party and Company or any Company Subsidiary. (e) Notwithstanding anything contained in Section 9.1 or Section 9.7 to the contrary, this Section 6.12 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Merger indefinitely and shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person binding, jointly and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers severally, on all or substantially all of its properties and assets to any Person, then and in either such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoingParent, the Surviving Corporation and its Subsidiaries, and shall comply in all material respects with be enforceable by the provisions of Article 10 of the Stock Purchase AgreementIndemnified Parties and their successors, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.heirs or

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate Parent and MergerCo agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of Incorporation the current or former directors, officers, trustees, employees, agents, or fiduciaries of the Company or any of its Subsidiaries as provided in the Company Charter and Company Bylaws (or, as applicable, the charter, bylaws, partnership agreement, limited liability company agreement, or other organizational documents of any of the Subsidiaries in effect on the date hereof) and indemnification agreements of the Company or any of its Subsidiaries identified in Section 7.06(b) of the Disclosure Schedule (as in effect on 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 unless otherwise required by applicable Law. (b) For a period of six (6) years after the Effective Time, to the extent permitted by applicable Law, the charter and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as in effect on the date hereofCharter and Company Bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors directors, officers, trustees, employees, agents, or officers fiduciaries of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”)Subsidiaries, unless such modification shall be required by Law and then only to the minimum extent required by Law. Purchaser agrees to cause Surviving Corporation and its Subsidiaries to perform in a timely manner and to otherwise honor such obligations in all respects. (bc) The At the Closing, the Surviving Corporation shall maintain or cause to be maintained in effect for purchase (at Parent’s expense) a six years from (6) year tail policy with substantially the Effective Time same coverage provided under the policies of directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ employed lawyer liability insurance policies maintained by the Company in effect and its Subsidiaries as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, hereof with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement; provided, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to that (i) following the Effective Time, the Surviving Corporation 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, provided that such substitution shall not result in gaps or lapses of coverage with respect to matters occurring before the Effective Time; and (ii) in no event shall the Surviving Corporation be required to expend pursuant to this Section 7.06(c) more than an amount equal to two hundred twenty-five percent (225%) of the current annual premium paid by the Company for such insurance. In the event that, but for the proviso to the immediately preceding sentence, the Surviving Corporation would be required to expend more than two hundred twenty-five percent (225%) of the current annual premiums paid by the Company, the Surviving Corporation shall obtain the maximum amount of such insurance obtainable by payment of a one-time premium not to exceed two hundred twenty-five percent (225%) of the current annual premiums paid by the Company. Parent shall, shall and shall cause the Surviving Corporation or its successors or assigns to, maintain such policies in full force and effect, and continue to honor the all obligations thereunder. (cd) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to If the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges with or into any other Person person and shall not be the continuing or surviving corporation corporation, partnership or other entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume assumes the obligations set forth in this Section 6.77.06. (fe) Without limiting the foregoing, Parent shall cause the Surviving Corporation shall comply in to perform all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, obligations of the “Company Stock Purchase Agreement”), among the Company, Loews Surviving Corporation under this Section 7.06 and the other Persons identified therein, for so long as such provisions remain in effect in accordance with parties acknowledge and agree that Parent guarantees the terms payment and performance of the Company Stock Purchase AgreementSurviving Corporation’s obligations pursuant to this Section 7.06.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate Merger Agreement provides for certain indemnification rights in favor of Incorporation of Silicon Image’s and its subsidiaries’ current and former directors, officers or employees. Following the Effective Time, Parent is obligated to cause the Surviving Corporation shall contain provisions no less favorable with respect and its subsidiaries to honor and fulfill their obligations under their respective certificates of incorporation and bylaws (and other similar organizational documents) and all indemnification agreements between Silicon Image or any of its subsidiaries and advancement any of expenses for matters occurring prior to the Effective Time than are set forth in the Company Certificate of Incorporation as their respective current or former directors, officers, employees, fiduciaries or agents in effect on the date hereof, of the Merger Agreement and which provisions shall not be amended, repealed or otherwise modified have been disclosed in Silicon Image’s confidential disclosure schedule for a period of six years from after the Effective Time (the “Indemnification Agreements”). During that six year period, such provisions for indemnification shall remain in full force and effect, and Parent shall not, nor shall it permit the Surviving Corporation to, amend, repeal or otherwise modify such provisions for indemnification in any manner that would adversely affect adversely the rights thereunder of individuals whoany individual who at any time on or prior to the Effective Time was a director, officer, employee, fiduciary or agent of Silicon Image or its subsidiaries with respect to actions or omissions occurring at or prior to the Effective Time, were directors or officers of Time (including the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of transactions contemplated by the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”Merger Agreement), unless such modification shall be is required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereoflaw; provided, however, that in no the event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain claim or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain claims are asserted or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained made either prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from the Surviving Corporation. In the event any Indemnifiable Claim is asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claim is finally disposed claims. For a period of six years after the Effective Time, Parent and the Surviving Corporation are required to maintain Silicon Image’s current directors’ and officers’ liability insurance (“D&O Insurance”), in respect of acts or all judgmentsomissions occurring at or prior to the Effective Time, orderscovering each person covered by the D&O Insurance as of the date of the Merger Agreement, decrees or other rulings on terms with respect to the coverage and amounts no less favorable, in connection with such claim are fully satisfiedthe aggregate, than those of the D&O Insurance in effect on the date of the Merger Agreement. The Surviving Corporation shall reasonably cooperate may substitute policies of Parent, the Surviving Corporation or any of their respective subsidiaries containing terms with respect to coverage and amounts no less favorable, in the aggregate, to such persons than the D&O Insurance. In satisfying their obligation to maintain D&O Insurance, Parent and the Surviving Corporation are not obligated to pay annual premiums in excess of 250% of the amount paid by Silicon Image for the D&O Insurance for its last full fiscal year. If the annual premiums of such insurance coverage exceed such 250% cap, Parent and the Surviving Corporation are obligated to obtain a policy with the Indemnified Party greatest coverage available for a cost not exceeding such 250% cap. Prior to the Effective Time, notwithstanding anything to the contrary set forth in the defense Merger Agreement, Silicon Image may purchase a six-year “tail” prepaid policy on the D&O Insurance (“Tail Policy”) on terms and conditions no less favorable, in the aggregate, than the D&O Insurance and for an amount not to exceed 250% of any action which isthe amount paid by Silicon Image for coverage for its last full fiscal year. If Silicon Image does not purchase the Tail Policy, or Parent may result inpurchase a Tail Policy subject to the same requirements. In the event that Silicon Image purchases the Tail Policy, an Indemnifiable Claim. (d) The Parent and the Surviving Corporation shall be liable maintain such Tail Policy in full force and effect and continue to pay honor their respective obligations thereunder. If Parent or the Surviving Corporation or any of their respective successors or assigns consolidates or merges into any other entity in which it is not the surviving entity or transfers all reasonable expensesor substantially all of its properties and assets, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing then such successors and assigns of Parent or the indemnity and other Surviving Corporation shall assume all of the obligations provided for summarized in this Section 6.7. 11—“The Merger Agreement; Other Agreements—Directors’ and Officers’ Indemnification and Insurance.” The obligations persons covered by the provisions of the Merger Agreement described in this section are intended third-party beneficiaries with respect to such provisions and Parent and the Surviving Corporation under Corporation’s obligations summarized in this Section 6.7 11—“The Merger Agreement; Other Agreements—Directors’ and Officers’ Indemnification and Insurance” shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party such person without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7their prior written consent. (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation charter and/or bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time not less favorable than are those set forth in the charter and bylaws of the Company Certificate as of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals whowho at, or prior to, the Effective Time were directors or officers of the Company. (b) For a period of six years after the Effective Time, the Company, to the fullest extent permitted and not otherwise prohibited under applicable Law or under the Company’s charter, bylaws or any applicable indemnification agreements, and regardless of whether the Merger becomes effective, shall indemnify, defend and hold harmless, and, after the Effective Time, the Surviving Corporation shall and Parent shall cause the Surviving Corporation, to the extent indemnified as of the date of this Agreement by the Company pursuant to the Company’s charter, bylaws and/or indemnification agreements in effect on the date hereof or under applicable Law, to indemnify, defend and hold harmless, each present and former director or officer of the Company or any of the Company Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (x) the fact that the Indemnified Party is or was an officer, director, employee, agent or other fiduciary of the Company or any Company Subsidiary prior to the Effective Time or (y) this Agreement or with respect to the transactions contemplated by this Agreement, whether in any case asserted or arising before or after the Effective Time. Without limiting the generality of the foregoing, if any Indemnified Party becomes involved in any actual or threatened Action with respect to which such Indemnified Party is entitled to indemnification pursuant to this Section 6.5 after the Effective Time, the Surviving Corporation shall and Parent shall cause the Surviving Corporation to, to the fullest extent permitted as of the date of this Agreement by the Company pursuant to the Company’s charter, bylaws and/or indemnification agreements in effect on the date hereof or under applicable Law, advance to such Indemnified Party within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance, his or her legal expenses (including the cost of any investigation and preparation incurred in connection therewith); provided that any person to whom expenses are advanced provides an undertaking, to the extent then required by the TBCA, to repay such advances if it is finally judicially determined that such person is not entitled to indemnification. Any determination required to be made, for purpose of this Section 6.5 in advance of final judicial determination, with respect to whether an Indemnified Party’s conduct complied with the standards set forth under Tennessee Law, the Company’s charter, bylaws or indemnification agreements, as the case may be, shall be made by independent counsel mutually acceptable to Parent and the Indemnified Party. (c) Parent shall and shall cause the Surviving Corporation to honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with the Company’s directors, officers, employees or agents existing at or prior to the Effective Time to the fullest extent permitted by applicable Law or, subject to Section 6.5(a), under the relevant charter or bylaws. Neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any threatened or actual claim for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. The Surviving Corporation shall cooperate with an Indemnified Party in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. (d) At or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain obtain a “tail” insurance policy from an insurance carrier with the same or cause better credit rating as the Company’s current insurance carrier with respect to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect that provides coverage for the six years following the Effective Time at least comparable in amount and scope to acts the coverage provided under the Company’s directors and officers insurance policy in effect as of the Effective Time for the individuals who are or omissions were directors and officers of the Company for claims arising from facts or events occurring prior to the Effective Time covering each of the Indemnified PartiesTime, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250in excess of 200% of the current annual premium currently paid by the Company for its directors’ and officers’ liability such coverage. If the Surviving Corporation is unable to obtain the “tail” insurance policies described in effect as the first sentence of this Section 6.5(d) for an amount equal to or less than the date hereof; provided further, however, that, if maximum premium specified in the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amountpreceding sentence, the Surviving Corporation shall maintain obtain as much comparable “tail” insurance as possible for an amount equal to such maximum premium. (e) Nothing in this Agreement is intended to, shall be construed to or procureshall release, for such six-year period, waive or impair any rights to directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance claims under any policy that is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have or has been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, in existence with respect to claims arising from facts or events that occurred on or before the Effective TimeCompany, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as Subsidiaries or any of their respective officers or directors, it being understood and agreed that the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights indemnification provided for in this Section 6.7 and 6.5 is not prior to or in limitation thereof substitution for any such claims under such policies. (but without in any way limiting or modifying f) This Section shall survive the obligations consummation of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall to be binding on all successors and assigns of Parent and the fullest extent permitted Surviving Corporation and shall be enforceable by applicable Law indemnify and hold harmless (and release from any liability to the Indemnified Parties. In the event Parent or the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsCorporation, as the case may be, shall expressly assume and succeed to the obligations set forth in this Section 6.76.5. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation shall contain the provisions no less favorable with respect to regarding liability of directors and indemnification of directors and advancement of expenses for matters occurring prior to the Effective Time than officers that are set forth forth, as of the date of this Agreement, in the Company Certificate of Incorporation as in effect on and the date hereofbylaws, respectively, of DTN, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, who at or at any time prior to the Effective TimeTime were directors, were directors officers, employees, fiduciaries or officers agents of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by LawDTN. (b) The For a period of six years after the Effective Time, the Surviving Corporation shall maintain or use all reasonable efforts to cause to be maintained in effect for six years from the Effective Time policies of directors’ ' and officers’ ' liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, coverage in amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of scope at least “A”, which as favorable as DTN's existing policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time; provided, Parent shallhowever, and shall cause that during such period the Surviving Corporation toshall in no event be required to expend pursuant to this Section more than an amount per year equal to 200 percent of current premiums paid by DTN for such insurance, maintain such policies which current premium amount is set forth in full force and effect, and continue to honor Schedule 7.5(b) of the obligations thereunderDTN Disclosure Schedule. (c) In addition This Section is intended to be for the other rights provided for in this Section 6.7 benefit of, and not in limitation thereof shall be enforceable by, the indemnified parties, their heirs and personal representatives and shall be binding on the Surviving Corporation and its respective successors and assigns. (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from d) From and after the Effective Time, the Surviving Corporation agrees that it shall, and Acquiror shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director and officer of DTN and any DTN Subsidiary, determined as of the Effective Time (the "Indemnified 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 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 DTN or any DTN Subsidiary would have been permitted under the law of the state or jurisdiction of its formation and under the certificate of incorporation, charter, bylaws or other organizational documents of DTN or any DTN Subsidiary (as in effect on the date hereof) to indemnify such Indemnified Parties (and the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to, advance expenses as incurred to the fullest extent permitted by under applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)Law; provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party to whom expenses are advanced provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person Indemnified Party is not entitled to indemnification from indemnification); and 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 applicable Law and the certificate of incorporation, charter, bylaws or other organizational documents of DTN or any DTN Subsidiary shall be made by independent counsel selected by 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In To the event that the Surviving Corporation or any of its successors or assigns extent paragraph (id) consolidates with or merges into any other Person and shall not be serve to indemnify and hold harmless an Indemnified Party, for a period of six years after the continuing or surviving corporation or entity 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoingdate hereof, the Surviving Corporation shall, and Acquiror shall comply in all material respects with cause the provisions of Article 10 of the Stock Purchase AgreementSurviving Corporation to, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with subject to the terms of the Company Stock Purchase Agreement.set forth herein,

Directors’ and Officers’ Indemnification and Insurance. Elan and the Surviving Corporation shall, jointly and severally, (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Dura and its Subsidiaries (in all of their capacities) to the same extent such Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Dura pursuant to the certificate of incorporation, bylaws and indemnification agreements of Dura, in existence on the date hereof with any directors, officers and employees of Dura and its Subsidiaries for matters acts or omissions occurring at or prior to the Effective Time than are set forth (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 Company Certificate Surviving Corporation's (or any successor's) certificate of Incorporation as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified incorporation and bylaws for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were the current provisions regarding elimination of liability of directors, indemnification of officers, directors or officers and employees and advancement of expenses contained in the Company or any certificate of its Subsidiaries incorporation and each person who serves or served as a director, officer, member, trustee or fiduciary bylaws of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of Dura in existence on the Company or any of its Subsidiaries date hereof and (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (bc) The Surviving Corporation shall maintain or cause to be maintained in effect for a period of six years from after the Effective Time the current policies of directors’ ' and officers’ ' liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ fiduciary liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, Dura (provided that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b(or any successor) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ liability insurance may substitute therefor policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”the same coverage and amounts containing terms and conditions which are, which policies provide in the Indemnified Parties with coverageaggregate, from the Effective Time no less advantageous to the sixth anniversary of the Effective Time, insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, ; PROVIDED that in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and event shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue (or any successor) be required to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without expend in any way limiting or modifying one year an amount in excess of 200% of the obligations of any annual premiums currently paid by Dura for such insurance; and PROVIDED, FURTHER, that if the annual premiums for such insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Timeexceed such amount, the Surviving Corporation (or any successor) shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The provisions of this Section 5.7 are in addition to the fullest extent permitted by applicable Law indemnify rights to indemnification and hold harmless (and release exculpation from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of liabilities for acts or omissions occurring on at or prior to the Effective Time now existing in favor of any past or present director, officer or employee of Dura or any of its Subsidiaries referred to herein, as provided by their respective certificates of incorporation or by-laws (includingor comparable organizational document) and any indemnification agreements of Dura, without limitationthe existence of which does not constitute a breach of this Agreement. Elan agrees to pay, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that cause the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporationto pay, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s attorneys' fees, that may be incurred by any Indemnified Party such past or present director, officer or employee in successfully enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation rights under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent 5.7. The provisions of such Indemnified Party and this Section 5.7 shall survive the consummation of Merger and are intended to be for the Mergerbenefit of, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies and shall be third party beneficiaries of this Section 6.7enforceable by, such past or present directors, officers and employees and their respective heirs and representatives. (e) In the event that 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 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, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation of From and after the Effective Time, the Surviving Corporation Entity shall contain provisions no less favorable with respect to provide exculpation, indemnification and advancement of expenses for matters occurring each Indemnitee, which is at least as favorable in scope and amount to such Indemnitee as the exculpation, indemnification and advancement of expenses provided to such Indemnitee by the Company and the Company Subsidiaries immediately prior to the Effective Time than are set forth in the Company Certificate Charter and the Company Bylaws or each of Incorporation the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents), as in effect on the date hereofof this Agreement; provided that such exculpation, which provisions shall not be amended, repealed or otherwise modified for a period indemnification and advancement of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, expenses covers actions at or prior to the Effective Time, were directors including all transactions contemplated by this Agreement. (b) Without limiting or officers being limited by the provisions of ‎‎Section 6.9(a), during the period commencing as of the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action, whether civil, criminal, administrative or investigative, to the extent such Action arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director, officer, partner, member, trustee, employee or agent of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company Subsidiaries, or (y) this Agreement or any of its Subsidiaries the transactions contemplated hereby, including the Mergers; and (eachii) pay in advance of the final disposition of any such Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnitee in connection with enforcing any rights with respect to indemnification) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, together with Parent or the Surviving Entity (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (ii) shall not have any obligation hereunder to any Indemnitee to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such Person’s heirsindemnification is prohibited by applicable Law, executives, administrators and Representatives, in which case the “Indemnified Parties”), unless Indemnitee shall promptly refund to Parent or the Surviving Entity the amount of all such modification shall be required by Lawexpenses theretofore advanced pursuant hereto. (bc) The Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation shall maintain or cause to be maintained in effect for six years from Entity as of the Effective Time directors’ to, obtain and officers’ liability insurance with respect to acts or omissions occurring prior to fully pay the Effective Time covering each premium for the non-cancellable extension of the Indemnified Parties, on terms with respect to coverage, amount and advancement of expenses no less favorable than coverage afforded by the Company’s existing directors’ and officers’ liability insurance policies maintained by and the Company in effect as of the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ and officers’ Company’s existing fiduciary liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount(collectively, the Surviving Corporation shall maintain or procure“D&O Insurance”), in each case, for such six-year period, directors’ and officers’ insurance providing a claims reporting or discovery period of at least six (to the Knowledge of the Surviving Corporation at the time such insurance is procured, 6) years from and after inquiry the Effective Time with respect to any claim related to any period of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained time at or prior to the Effective Time from an insurer one or insurers which have an insurer financial strength more insurance carriers with the same or better credit rating by A.M. Best Co. as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions and retentions that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies and with limits of at least liability that are no lower than the limits on the Company’s existing policies as long as the annual premium in the aggregate does not exceed in any one year three hundred percent (300%) of the annual aggregate premium(s) under the Company’s existing policies. If the Company or the Surviving Entity for any reason fails to obtain such “A”, which tail” insurance policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary as of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause (i) the Surviving Corporation to, Entity shall continue to maintain such policies in full force and effect, and continue to honor the obligations thereunder. for a period of at least six (c6) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies as of the date hereof, or (ii) Parent shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to provide, or shall cause the Surviving Corporation or any Entity to provide, for a period of its Subsidiaries)not less than six (6) years after the Effective Time, the Indemnified Parties against all reasonable expenses (including reasonable attorneyIndemnitees who are insured under the Company’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact D&O Insurance with comparable D&O Insurance that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions provides coverage for events occurring on at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, that is no less favorable in the aggregate than the existing policy of the Company (includingwhich may be provided under Parent’s D&O Insurance policy) or, without limitationif substantially equivalent insurance coverage is unavailable, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”)best available coverage; provided, however, that Parent and the Surviving Corporation Entity shall not be responsible required to pay an annual premium for the D&O Insurance in excess of (for any amounts paid in settlement of any Indemnifiable Claim without the consent one year) three hundred percent (300%) of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving CorporationEntity shall be obligated to obtain a policy with the greatest coverage available, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time respect to time, provided that matters occurring prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay Effective Time, for a cost not exceeding such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimamount. (d) The Surviving Corporation Indemnitees to whom this ‎‎Section 6.9 applies are intended to be third-party beneficiaries of this ‎‎Section 6.9. The provisions of this ‎‎Section 6.9 are intended to be for the benefit of each Indemnitee and his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives. Parent shall be liable to pay all reasonable expenses, including reasonable attorney’s attorneys’ fees, that may be incurred by any Indemnified Party Indemnitee in successfully enforcing the indemnity and other obligations provided in this ‎‎Section 6.9. (e) The rights of each Indemnitee under this ‎‎Section 6.9 shall be in addition to any rights such Person or any employee of the Company or any Company Subsidiary may have under the Company Charter, the Company Bylaws or the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of any of the Company Subsidiaries, or the Surviving Entity or any of its subsidiaries, or under any applicable Law or under any agreement of any Indemnitee. 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 policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.7. The obligations of ‎‎Section 6.9 is not prior to, or in substitution for, any such claims under any such policies. (f) Notwithstanding anything contained in ‎‎Section 9.1 or ‎‎Section 9.7 to the Surviving Corporation under contrary, this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and ‎‎Section 6.9 shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies Mergers indefinitely and shall be third party beneficiaries binding, jointly and severally, on all successors and assigns of this Section 6.7. (e) Parent, the Surviving Entity and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation Entity 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 in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then then, and in either each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation or any of its successors or assignsEntity, as the case may beapplicable, shall assume succeed to the obligations set forth in this Section 6.7. (f) Without limiting ‎‎Section 6.9. The parties acknowledge and agree that Parent guarantees the foregoing, payment and performance of the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase AgreementEntity’s obligations pursuant to this ‎‎Section 6.9.

Directors’ and Officers’ Indemnification and Insurance. (ai) The Certificate of Incorporation bylaws of the Surviving Corporation Company shall, and the Principal Shareholder shall cause such bylaws to, contain provisions no less favorable with respect to indemnification and advancement of expenses for matters occurring prior to the Effective Time than are set forth in the bylaws of the Company Certificate as of Incorporation as in effect on the date hereofof this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from after the Effective Time date hereof in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Reverse Split Effective TimeDate, were directors directors, officers, employees, fiduciaries or officers agents of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by LawCompany. (bii) The Surviving Corporation Company shall, and the Principal Shareholder shall cause the Company to, maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each date of the Indemnified Parties, on terms with respect later of the Reverse Split Effective Date or the consummation of the Offer to coverage, amount and advancement of expenses no less favorable than Purchase the current directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof; provided, however, (provided that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its directors’ may substitute therefor policies with an insurer of equal or greater claims paying ratings and officers’ liability insurance policies in effect as of at least the date hereof; provided further, however, that, if the amount of the annual premium necessary same coverage containing terms and conditions that are not less favorable) with respect to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained matters occurring prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary later of the Reverse Split Effective Time, Date. (iii) The provisions set forth in this Section 12(a) shall not be exclusive of any other rights with respect to claims arising from facts indemnification, insurance or events that occurred on expense advancement which any person may have or before hereafter acquire under any Law, agreement or otherwise. Following the Reverse Split Effective TimeDate, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect Principal Shareholder shall use its best efforts to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by cause the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force assume, honor and effectcomply with all agreements and contracts between the Company and its directors, and continue officers, employees, fiduciaries or agents requiring the Company to honor the obligations thereunderprovide indemnification, insurance or expense advancement. (civ) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of If the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation or any of its successors or assigns (ix) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (iiy) transfers all or substantially all of its properties and assets to any Personperson, then then, and in either each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, Company shall assume the obligations set forth in this Section 6.712(a). (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. The Merger Agreement provides for indemnification and insurance rights in favor of Blue Apron’s current and former directors, managers, officers and agents, who we refer to as “indemnitees.” Specifically, Wonder 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 (aand rights to advancement of expenses relating thereto) The Certificate existing in favor of Incorporation any indemnitees whether under applicable law, as provided in Blue Apron’s certificate of incorporation or bylaws or in any indemnification agreement between an indemnitee and Blue Apron shall survive the Merger and continue in full force and effect. From the period beginning on the Effective Time and ending six years from the Effective Time, Wonder shall cause the certificate of incorporation and bylaws or other organizational documents of the Surviving Corporation shall contain and its subsidiaries to so contain, provisions no less favorable with respect to indemnification and indemnification, advancement of expenses for matters occurring prior to the Effective Time and exculpation of each indemnitee than are set forth in the Company Certificate certificate of Incorporation incorporation and bylaws of Blue Apron (and with respect to each such subsidiary, the comparable organizational documents of such subsidiary) as in effect on the date hereofSeptember 28, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) 2023. The Surviving Corporation shall maintain or will either (i) maintain, and Wonder will cause the Surviving Corporation to be maintained maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified PartiesTime, on terms with respect to coverage, amount and advancement of expenses no less favorable than the Blue Apron’s current directors’ and officers’ liability insurance policies maintained by (the Company in effect “Existing D&O Policies”) with respect to matters existing or occurring at or prior to the Effective Time (including the Transactions), so long as the annual premium therefor would not exceed 300% of the date hereof; providedlast annual premium (the “Maximum Premium”) paid prior to the Effective Time for the Existing D&O Policies or (ii) purchase a six-year extended reporting period endorsement with respect to the Existing D&O Policies and maintain such endorsement in full force and effect for its full term. If Blue Apron’s or the Surviving Corporation’s existing insurance expires, howeveris terminated or cancelled during such six-year period or exceeds the Maximum Premium, that in no event shall the Surviving Corporation be required will obtain, and Wonder will cause the Surviving Corporation to expend pursuant to this Section 6.7(b) for any annual premium more than 250% of the current annual premium paid by the Company for its obtain, as much directors’ and officers’ liability insurance policies as can be obtained for the remainder of such period for an annualized premium not in effect as excess of the date hereof; provided furtherMaximum Premium, howeveron terms and conditions no less advantageous to the indemnitees than the Existing D&O Policies. Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in the Merger Agreement, thateach of Blue Apron, Wonder and Purchaser will use its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make the Offer, the Merger and the other Transactions as promptly as practicable and (ii) execute or deliver any additional instruments TABLE OF CONTENTS necessary to consummate the Offer, the Merger and the other Transactions, and to fully carry out the purposes of, the Merger Agreement. Each of Wonder, Purchaser and Blue Apron will use its reasonable best efforts to furnish to the other parties all information required for any application or other filing to be made pursuant to any applicable law in connection with the Offer, the Merger or the other Transactions. Except the Offer, the Merger and the other Transactions, Wonder will not, and will cause its affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by another manner, any person or portion thereof, or otherwise acquire or agree to acquire any assets, if the amount of entering into a definitive agreement relating to (or the annual premium necessary consummation of) such acquisition, merger or consolidation would reasonably be expected to maintain or procure such insurance coverage exceeds such maximum amount, (i) increase the Surviving Corporation shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”, which policies provide the Indemnified Parties with coverage, from the Effective Time to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations risk of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (collectively, governmental entity entering an “Indemnifiable Claim”); provided, that the Surviving Corporation shall not be responsible for any amounts paid in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claim. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive order prohibiting the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. Transactions (eincluding under any antitrust laws) In the event that 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 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, proper provision shall be made so that materially delay the successors and assigns consummation of the Surviving Corporation or any of its successors or assigns, as the case may be, shall assume the obligations set forth in this Section 6.7Transactions. (f) Without limiting the foregoing, the Surviving Corporation shall comply in all material respects with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of the Company Stock Purchase Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation 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 Surviving Corporation shall contain provisions no less favorable with respect 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 and officers, any director, officer or trustee of another entity (but only to indemnification the extent that such person is or was serving in such capacity at the request of the Company) and advancement any employee or agent of expenses for matters occurring the Company or any of its Subsidiaries, and any person who becomes such a director, officer, trustee, employee or agent prior to the Effective Time than (subject to the Company’s compliance with Section 5.1(b)(v) hereof) (each such Person regardless of whether such Person has entered into an indemnification agreement with the Company or any of its Subsidiaries, the “Indemnified Persons”), including the indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and 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 set forth at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of the Company Certificate and its Subsidiaries as of Incorporation as in effect on the date hereof, which and during such seven (7)-year period, such provisions shall not be amendedrepealed, repealed amended or otherwise modified for a in any manner except as required by applicable Law. (b) Without limiting the provisions of Section 6.1(a), during the period of six years from commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent, and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall indemnify and hold harmless each Indemnified Person from and against any manner 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 Person’s capacity as a director, officer, trustee, employee or agent of the Company or any of its Subsidiaries or other Affiliates prior to or at the Effective Time, or (ii) any of the transactions contemplated by this Agreement; provided, however, that would affect adversely if, at any time prior to the rights thereunder seventh (7th) anniversary of individuals whothe 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 (7th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, 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 applicable to Parent, and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall 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 such 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. Notwithstanding anything to the contrary set forth in this Section 6.1(b) or elsewhere in this Agreement, neither Parent nor any of its Affiliates (including the Surviving Company and its Subsidiaries) 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 may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry and does not include an admission of fault or wrongdoing by any Indemnified Person. (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) (i) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”), or obtain D&O Insurance comparable to the current D&O Insurance, in each case in respect of acts or omissions occurring at or prior to the Effective Time, were directors or officers of the Company or any of its Subsidiaries and covering each person who serves or served as a director, officer, member, trustee or fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of covered by the Company or any of its Subsidiaries (each, together with such Person’s heirs, executives, administrators and Representatives, the “Indemnified Parties”), unless such modification shall be required by Law. (b) The Surviving Corporation shall maintain or cause to be maintained in effect for six years from the Effective Time directors’ and officers’ liability insurance with respect to acts or omissions occurring prior to the Effective Time covering each of the Indemnified Partiescurrent D&O Insurance, on terms with respect to coverage, amount the coverage and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained by the Company in effect as amounts that are equivalent to those of the date hereofcurrent D&O Insurance; provided, however, that in no event shall satisfying its obligations under this Section 6.1(c), Parent and the Surviving Corporation Company shall not be required obligated to expend pursuant to this Section 6.7(bpay annual premiums in excess of three hundred percent (300%) for any annual premium more than 250% of the current annual premium aggregate amount of premiums paid by the Company for coverage for its directors’ current fiscal year (which premiums the Company represents and officers’ liability insurance policies warrants to be as set forth in effect as Section 6.1(c)(i) of the date hereofCompany Disclosure Letter) (such three hundred percent (300%) amount, the “Maximum Annual Premium”); provided further, however, that, if the amount annual premiums of the annual premium necessary to maintain or procure such insurance coverage exceeds exceed such maximum amount, Parent and the Surviving Corporation Company shall maintain or procure, for such six-year period, directors’ and officers’ insurance providing (be obligated to the Knowledge of the Surviving Corporation at the time such insurance is procured, and after inquiry of its insurance broker) obtain a policy with the greatest coverage then reasonably and commercially available for an annual premium equal a cost not exceeding the Maximum Annual Premium, or (ii) purchase a seven (7)-year extended reporting period endorsement with respect to D&O Insurance (a “Reporting Tail Endorsement”) and maintain such Reporting Tail Endorsement in full force and effect for its full term, provided, however, that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer Surviving Company taking any actions set forth in clauses (i) or insurers which have an insurer financial strength rating by A.M. Best Co. of at least “A”(ii) above, which policies provide Parent shall be provided the Indemnified Parties with coverage, from the Effective Time opportunity to the sixth anniversary of the Effective Time, with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitationpurchase, in respect of lieu thereof, a substitute policy with the transactions contemplated by this Agreement, on same coverage limits and substantially similar terms with respect as in the Reporting Tail Endorsement proposed to coverage, amount and advancement of expenses no less favorable than the directors’ and officers’ liability insurance policies maintained be purchased by the Company in effect as of Surviving Company. Notwithstanding the date hereof. If such prepaid policies have been obtained foregoing, prior to the Effective Time, the Company shall purchase a Reporting Tail Endorsement in amount and scope no less favorable than those of the current D&O Insurance in consultation with Parent shalland, and if requested by Parent, shall cause work with Parent’s insurance brokers in connection with the Surviving Corporation topurchase of such Reporting Tail Endorsement; provided, maintain that the annual premiums paid by the Company for such policies Reporting Tail Endorsement shall not exceed the amount set forth in full force and effect, and continue Section 6.1(c)(ii) of the Company Disclosure Letter. In the event the Company purchases such Reporting Tail Endorsement prior to honor the obligations thereunder. (c) In addition to the other rights provided for in this Section 6.7 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.7(b)), for six years from and after the Effective Time, the Surviving Corporation Company shall to the fullest extent permitted by applicable Law indemnify and hold harmless (and release from any liability to Parent shall cause the Surviving Corporation or any of its Subsidiaries), the Indemnified Parties against all reasonable expenses (including reasonable attorney’s fees), Company to) maintain such Reporting Tail Endorsement in full force and all losses, claims, damages, judgments or amounts paid in settlement (collectively, “Losses”) in respect of any threatened, pending or completed claim, action suit or proceeding, whether criminal, civil, administrative or investigative, based on, or arising out of or relating effect and continue to the fact that such Person is or was a director, officer, member, trustee or fiduciary of the Company or of any of its current or former Subsidiaries or any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its current or former Subsidiaries or arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitationhonor their respective obligations thereunder, in respect lieu of acts or omissions in connection with this Agreement all other obligations of Parent and the transactions contemplated herebySurviving Company under the first sentence of this Section 6.1(c) (collectively, an “Indemnifiable Claim”); provided, that the Surviving Corporation for so long as such Reporting Tail Endorsement shall not be responsible for any amounts paid maintained in settlement of any Indemnifiable Claim without the consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Surviving Corporation shall advance all reasonable expenses (including reasonable attorney’s fees) incurred by or on behalf of an Indemnified Party in connection with an Indemnifiable Claim within 10 days after receipt by it of a statement or statements from such Indemnified Party requesting such advance or advances from time to time, provided that prior thereto the Indemnified Party provides to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from 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 finally disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied. The Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any action which is, or may result in, an Indemnifiable Claimfull force and effect. (d) The Surviving Corporation shall be liable to pay all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.7. The obligations of If Parent or the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party and shall survive the consummation of the Merger, it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall be third party beneficiaries of this Section 6.7. (e) In the event that the Surviving Corporation Company or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or entity in of such consolidation or merger merger, or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then then, and in either each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation or any of its successors or assigns, as the case may be, Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 6.1. (e) The obligations set forth in this Section 6.76.1 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement referred to in Section 6.1(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 6.1, with full rights of enforcement as if a party thereto. Parent shall cause the Surviving Company to pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in Section 6.1. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement (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 memorandum and 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 any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) Without limiting the foregoingThe obligations and liability of Parent, the Surviving Corporation Company and their respective Subsidiaries under this Section 6.1 shall comply be joint and several. (g) Nothing in all material respects 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 policy that is or has been in existence with the provisions of Article 10 of the Stock Purchase Agreement, dated June 18, 2004 (as amended on July 29, 2004, the “Company Stock Purchase Agreement”), among the Company, Loews and the other Persons identified therein, for so long as such provisions remain in effect in accordance with the terms of respect to the Company Stock Purchase Agreementor 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 6.1 is not prior to or in substitution for any such claims under such policies.